46 Deloitte & T ouche LLP , the Company's independent registered public accounting firm, which audited the Company's consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company's internal control over financial reporting, which is included in this Annual Report on Form 10-K. Changes in Internal Contr ol over Financial Reporting In response to the material weaknesses identified above, the Company instituted a number of actions and designed and is in the process of implementing changes in its internal control over financial reporting during the fourth quarter of 2012, as described below . 1. The Company now conducts monthly physical inventory counts in Brazil that include reconciliation of inventory values to the general ledger balances, in addition to the previous practice of reconciling inventory quantities to the inventory quantities in the perpetual inventory system. 2. The Company engaged an independent consultant, who has no prior af filiation with the Company . The consultant's principal duties, all of which relate to the Company's Brazilian operations, have been the following: • Ensure the monthly physical count process and reconciliation of inventory quantities and values in the perpetual inventory system and the general ledger are adequately controlled. • Identify control improvements within the costing and inventory areas, including controls relating to the inventory reconciliation process and management reviews. • Participate in the ongoing perpetual inventory system upgrade (discussed below) to ensure that controls are adequately planned and considered. • Assist with the year -end close process, particularly in areas susceptible to management override. 3. The Company retained an accounting firm (other than its independent registered public accounting firm) to assist with the November 2012 physical inventory count in Brazil. 4. Several measures were implemented to improve security at the Brazilian facility that was subject to the security deficiencies. Documentation has been improved, a truck scale was acquired and is used to confirm inventory quantities of shipped materials, inoperative security cameras have been repaired, gate security has been improved, and additional guards have been retained at the site. 5. The ROW Chief Executive Of ficer and the ROW Chief Financial Of ficer have resigned. The Brazilian cost accounting manager and the remaining Brazilian cost analyst have been terminated. The Company also will consider additional appropriate disciplinary action against personnel whose conduct contributed to the control deficiencies described above. 6. Company management directed specified ROW personnel to develop and implement an upgrade to the perpetual inventory system for the Brazilian facilities. The objective of the upgrade, which is ongoing, is to automate cost of sales calculations within the system and enhance other inventory controls, such as generation of usage variances and tracking control of scrap. This project is subject to the oversight of the Company's Global Finance & Accounting personnel. 7. The Company has taken steps to enhance centralized oversight of the financial function in Brazil and the other business units in ROW . Specifically: • Gregory Kenny , the Company's Chief Executive Of ficer , and Brian Robinson, the Company's Chief Financial Of ficer , are temporarily assuming the responsibilities of ROW Chief Executive Of ficer and ROW Regional Chief Financial Of ficer , respectively . Separate of ficers have been designated to report to Mr . Kenny with respect to the Asia Pacific, Sub-Saharan Africa, and Latin America sub-regions of ROW . • All ROW Chief Financial Of ficers now report directly to the Company's Global Controller . 8. The Company initiated measures throughout ROW to reinforce the Company's management focus on open communication of ROW business unit leaders with the Company's management and internal and external auditors and on ethical behavior , including the following: • The Company's Chief Financial Of ficer , with support from the Company's Global Controller and V ice President, Internal Audit, held video conferences with ROW unit leaders to communicate the need to adhere to a corporate culture of open communication and ethical behavior; to discuss the change in reporting lines applicable to persons responsible for ROW unit level finance and accounting functions, which require them to report to the Company's T able of Contents