Item 9A. Controls and Procedures.

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Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure. Management, together with our CEO and CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2015. Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2015.

Remediation of Material Weakness

As of December 31, 2015, management assessed and concluded that the previously reported material weakness related to accounting for income taxes has been remediated as of December 31, 2015.

As part of the remediation plan, management implemented new policies and procedures pertaining to accounting for income taxes, including:

	•		revising and formalizing numerous income tax accounting review processes,

	•		redesigning and implementing a new, more robust internal control set related to income tax accounting,

	•		defining and clearly communicating roles and responsibilities for income tax accounting to local and regional personnel,

	•		implementing industry-standard technology tools utilized in the accounting for income taxes,

	•		conducting extensive training on the accounting and control processes involving income tax accounting, and

	•		hiring additional personnel with specific income tax accounting expertise.

We and our Board of Directors are committed to maintaining a strong internal control environment, and we believe that these remediation efforts represent significant improvements in our controls. We monitored our processes throughout the remediation period and have concluded that they are operating effectively and are well controlled and sustainable. We will continue to focus on maintaining the system of internal controls that was developed and implemented over the last two years, and we will make enhancements when and where necessary.

Report of Management on Internal Control Over Financial Reporting

Management 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 Exchange Act. Our internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFO, or persons performing similar functions, and effected by the Company’s Board of Directors, management and other personnel 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. Our internal control over financial reporting includes those written policies and procedures that:

	•		pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;

	•		provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles;

	•		provide reasonable assurance that receipts and expenditures are being made only in accordance with management and director authorization; and

	•		provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. Management based this assessment on criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2015, based on the criteria in Internal Control-Integrated Framework issued by the COSO.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2015, as stated in their report that appears under Item 8.

February 19, 2016

Changes in Internal Control Over Financial Reporting

Management, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting during the quarter ended December 31, 2015. As outlined above, we remediated the previously reported material weakness related to our accounting for income taxes by adding controls in prior periods. We concluded our testing of those controls in the fourth quarter, supporting our remediation determination.

During the year ended December 31, 2015, we worked with outsourced partners to further simplify and standardize processes and focus on scalable, transactional processes across all regions. Specifically during the fourth quarter of 2015, we began to transition some of our transactional processing and financial reporting for a number of countries in our Asia Pacific, EEMEA and Latin America regions, as well as some of our Asia Pacific region order-to-cash transactional processing to two outsourced partners. We also transitioned some of our procurement administration functions for our North America and Latin America regions to one of our outsourced partners. We also transitioned certain financial system reconciliations for our EEMEA and Asia Pacific regions to another outsourced partner. Per our service agreements, the controls previously established around these accounting functions will be maintained by our outsourced partners and they are subject to management’s internal control testing.

There were no other changes in our internal control over financial reporting during the quarter ended December 31, 2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Previous: Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. · Next: Item 9B. Other Information.