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loss will be recorded as gain (loss) on derivatives,
net within Other Income and Expenses on our Consolidated Statements
of Income.
Financial Instruments and Debt Maturities.
Our financial instruments consist of cash and cash equivalents,
accounts receivable, accounts payable and bank borrowings, including
borrowings under our Senior Credit Facility and Second Lien Credit
Facility. The carrying amounts of cash and cash equivalents, accounts
receivable and accounts payable approximate fair value due to the
highly liquid nature of these short-term instruments. The fair values
of the bank and vendor borrowings approximate the carrying amounts
as of December 31, 2007 and 2006, and were determined based upon
interest rates currently available to us for borrowings with similar
terms. Maturities of long-term debt are $2.25 million in each of
the years 2008 through 2009 and the balance, or $250.0 million,
is due in 2010.
Item 8. Financial Statements and Supplementary
Data
The response to this item is included elsewhere
in this report.
Item 9. Changes In and Disagreements With
Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(a) Disclosure Controls and Procedures.
We maintain disclosure controls and procedures that are designed
to provide reasonable assurance that information required to be
disclosed by us in the reports that we file or submit to the Securities
andExchange Commission (SEC) under the Securities Exchange
Act of 1934, as amended (the Exchange Act), is recorded,
processed, summarized and reported within the time periods specified
by the SECs rules and forms, and that information is accumulated
and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.
In accordance with Exchange Act Rules 13a-15
and 15d-15, we carried out an evaluation, under the supervision
and with the participation of management, including our Chief Executive
Officer (CEO) and Chief Financial Officer (CFO),
of the effectiveness of our disclosure controls and procedures as
of the end of the period covered by this report. As described belowunder
Managements Annual Report on Internal Control over Financial
Reporting, our CEO and CFO have concluded that, as of the end of
the period covered by this Annual Report on Form 10-K, the Companys
disclosure controls and procedures were effective to provide reasonable
assurance that information required to be disclosed in our reports
filed or submitted under theExchange Act is recorded, processed,
summarized and reported within the time periods specified in the
SECs rules and forms.
Pannell Kerr Forster of Texas, P.C.s
audit report, dated February 28, 2008, expressed an unqualified
opinion on our consolidated financial statements and its Report
of Independent Registered Public Accounting Firm is included herein
under paragraph (d).
(b) Managements Annual Report
on Internal Control over Financial Reporting.
Management of the Company is responsible
for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act of 1934, as amended. The Companys
internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. The
Companys internal control over financial reporting includes
those policies and procedures that:
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1.
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pertain
to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the
assets of the Company; |
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2.
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provide
reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts
and expenditures of the Company are being made only in accordance
with authorizations of management and directors of the Company;
and |
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3.
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provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Companys assets
that could have a material effect on the financial statements. |
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