Below is a sample list of companies making internal control remediation disclosures during the month of November 2004. Please be aware that the excerpts below are just that: excerpts. The complete SEC filings are available for those who would like to review the complete disclosures in greater detail. For related information on the list below, as well as inclusion and exclusion criteria, please refer to the related story from the Dec. 7 edition of Compliance Week.

Company

Date

Description

WRC Media—

Book publisher.

2002 Sales: $210m

Auditor:

Deloitte & Touche

Nov. 15

MATERIAL WEAKNESSES IDENTIFIED —

…Prior to the identification of these "material weaknesses" by our independent auditors, the Company began implementing various policies and procedures in connection with its own review of its accounting and external reporting functions.

In mid-2003, in connection with our review of the matter which led to the restatement of revenue relating to a software and services sale, we reviewed our revenue recognition policy for potential control weaknesses. At that time, our software revenue recognition policy permitted deviations from our approved forms of sales documentation with the approval of the operating unit's general manager. We have changed our software revenue recognition policy to provide that deviations from approved forms of sales documentation require both the approval of the Chief Financial Officer of WRC Media, and the approval of legal counsel. We have taken a number of other steps that will impact the effectiveness of our internal controls, including the following:

We have centralized our finance and accounting organization. The

operating unit controllers, who formerly reported to the operating

unit general managers, now report directly to the parent company

Principal Financial Officer;

We restructured our finance group in a manner that places greater

emphasis on control and accountability issues;

We have amended our Code of Conduct and Compliance Policies to

require all employees to sign a personal Code of Conduct Statement

that states that they have read the WRC Code of Conduct and

represent that they are in compliance, and that they are not aware

of any violations of the Company's Code of Conduct by others at the

Company or its affiliates. If they are aware of, or become aware of

a violation they are obligated to document and report the incident

to the Chief Executive or Chief Financial Officer of the Company.

We have established new policies and procedures for such matters as

complex transactions, and contract management procedures.

We established a Disclosure Committee, consisting of senior

personnel from the business units and the finance group, as well as

legal counsel, and we now follow an extensive review and

certification process in connection with our filings with the SEC;

and

We hired an Assistant Treasurer/Controller in February 2004 to

increase resources in the external reporting area.

We hired a Chief Financial Officer in September 2004.

We believe that these efforts address the "material weaknesses" identified by our independent auditors…

Sequa Corp.—

Aerospace & defense company.

2003 Sales: $

1.6b

Auditor:

Ernst & Young

Nov. 9

REMEDIATION EFFORTS DETAILED —

As reported in Sequa's Annual Report on Form 10-K for the year ended December 31, 2003, management, in consultation with Ernst & Young LLP (E&Y), Sequa's independent auditors, identified and reported to the audit committee of the board of directors, certain matters involving internal control deficiencies considered to be reportable conditions under standards established by the American Institute of Certified Public Accountants. E&Y and management reported to the audit committee that none of the reportable conditions is believed to be a material weakness under the AICPA standard. The reportable conditions, within certain segments, included conditions surrounding the following: inventory valuation; timely accounting reconciliations; the use of alternative methods to record fixed assets and depreciation instead of the corporate fixed asset management system; lack of qualified accounting personnel at several locations due to turnover; and the lack of segregation of duties at one location. Management is progressing in its work to correct the internal control deficiencies identified and has instituted new controls while enforcing existing policies. Appropriate segment management is reviewing inventory valuations for individual operating units, timely accounting reconciliations, and the use of the fixed asset management system. In addition, new accounting personnel have been hired at all locations where vacancies existed, and certain responsibilities were transferred from one location to an operating headquarters level to alleviate the lack of segregation of duties.

Qwest Communications—

Local exchange carriers.

2003 Sales: $14.2b

Auditor:

KPMG

Nov. 8

REMEDIATION EFFORTS DETAILED —

The items set forth below were changes made in whole or in part during the quarterly period covered by this report in our internal controls over financial reporting that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting:

• After completing an extensive balance sheet review and reconciliation process, we identified improved processes and procedures that have been or are being implemented.

• We reevaluated prior policies and procedures and established new policies and procedures for such matters as complex transactions, account reconciliation procedures and contract management procedures.

• We established a Disclosure Committee, consisting of senior personnel from the business units and the finance and legal groups, and we now follow an extensive review and certification process in connection with our filings with the SEC.

• We have taken advantage of significant outside resources to supplement our finance and controller groups and to support the preparation of financial statements and reports that are to be filed with the SEC.

• We have developed and implemented interim mitigating controls, involving manual procedures by a substantial number of employees, in order to reduce to a low level the risk of material misstatement in the financial statements.

SPSS—

Business Intelligence Software

2003 Sales: $208.4m

Auditor:

KPMG

Nov. 4

REMEDIATION EFFORTS OUTLINE —

Actions taken in response to the evaluation. As a result of the findings described above, in 2003 and 2004 the Company began implementing and continues to implement the following actions to address the issues it identified in its evaluation of controls and procedures:

SPSS has sought to thoroughly understand the nature of the issues

through discussions with KPMG and the independent counsel and

forensic accountants engaged by the SPSS Audit Committee;

The Company's Audit Committee has exercised increased oversight over

management's assessment of internal controls and response to control

weaknesses in the above assessments;

SPSS has recruited and is recruiting new personnel to the finance

organization who have expertise in financial controls, financial

reporting and income tax to improve the quality and level of

experience of the Company's finance organization;

SPSS is continuing to assess the adequacy of the accounting and

financial reporting competence and leadership capabilities of

management personnel who have accounting and finance

responsibilities;

SPSS has hired a tax manager with U.S. and international tax

experience, including eight years of service on the tax staff of a

Big-Four accounting firm, to strengthen the Company's accounting and

documentation for income taxes;

SPSS has adopted and is implementing formal standard financial

policies and procedures and education and training of employees on

policies and procedures in an effort to constantly improve internal

controls and the control environment;

SPSS is formalizing all review and reconciliation processes by

having reviewers timely sign their work as well as aggregate and

file all reconciliations in a central file repository;

SPSS has established a committee to improve the Company's policies

and procedures related to the documentation of criteria to support

the technological feasibility of products;

SPSS began monitoring net realizable value calculations of

capitalized software development costs on a quarterly basis (such

monitoring had previously been done on an annual basis) through

reviews by a person with knowledge of the Company's products and

opportunities for product sales, including secondary products, to

evaluate the appropriateness of capitalized software balances;

SPSS is in the process of improving and standardizing policies and

procedures for revenue recognition across all Company locations;

SPSS had enhanced internal control mechanisms related to accounting

for deferred revenue, which played a significant role in the

discovery of the errors related to the Company's restatement of its

financial statements;

SPSS has adopted a formal process consisting of an in-depth review

of the tax provision, including deferred tax accounts, on a

quarterly basis;

SPSS has adopted a formal process to provide for a more controlled

and organized consolidation, including a review of adjustments to

ensure that prior period consolidating entries have been either

properly carried forward or eliminated in the consolidation for the

current period;

SPSS has implemented intercompany reconciliation procedures and is

working to further validate, support and document the effects of

changes in foreign currency on intercompany balances;

SPSS has transferred accounting responsibilities for the Company's

market research business in the United States from the Company's

Kilburn-United Kingdom office to its Chicago office to improve

controls and the efficiency of monthly closings;

SPSS has implemented the SPSS Inc. Code of Business Conduct & Ethics

(the "Code of Ethics") which is applicable to all of the SPSS

directors, officers and employees, including the Company's Chief

Executive Officer, Chief Financial Officer, Controller and other

senior financial officers performing similar functions. The Code of

Ethics satisfies, and in many respects exceeds, all of the

requirements of the Sarbanes-Oxley Act of 2002 and the rules and

regulations promulgated by the Securities and Exchange Commission

pursuant to the Sarbanes-Oxley Act. The Code of Ethics also

satisfies, and in many respects exceeds, the listing standards

established by the NASDAQ National Market, the exchange on which the

Company's stock is listed. The Company has posted the Code of Ethics

on its website at http://www.spss.com;

SPSS has made changes to the Company's organizational structure to

provide a clearer segregation of responsibilities in connection with

account reconciliations, manual journal entries, and the preparation

and review of documentation to support the Company's quarterly and

annual statements; and

SPSS is implementing an account reconciliation policy, which

requires the monthly reconciliation of all balance sheet accounts

and the use of standard methodology and templates for account

reconciliations.

SPSS believes that its disclosure controls and procedures have improved due to the scrutiny of such matters by its management and Audit Committee, its external auditors, and other persons the Company has engaged to assist it in assessing and improving its system of internal controls. SPSS believes that its controls and procedures will continue to improve as it completes the implementation of the actions described above.

Sola International—

Medical equipment & supply company.

2004 Sales: $650.1m

Auditor:

PwC

Nov. 4

REMEDIATION EFFORTS DETAILED FOR PAST WEAKNESS —

To date, we have implemented internal control improvements by first strengthening our monitoring controls over the company. For example, we implemented detailed line item reviews with country controllers and corporate staff in the second quarter of fiscal 2005. Other actions we have put in place include implementing more rigorous documentation of accounting issues and creating an audit checklist for country controllers. We have also relocated and integrated our North American accounting group with our corporate accounting group to achieve better connectivity between regional accounting and corporate consolidation and analysis. We have also taken other actions focused on improving timeliness and accuracy of reporting financial information from entities globally.

In addition to the foregoing action, we have implemented processes including:

engaging outside consultants to supplement our internal tax staff;

requiring reporting of monthly/quarterly tax liabilities by our country controllers;

establishing a tax audit checklist for our country controllers;

identifying and analyzing process and staffing improvements related to interaction of our corporate accounting and finance group with our regional accounting and finance groups;

adding three CPA positions at corporate accounting, including a Director of Internal Audit, which we completed during the six months ended September 30, 2004; and

restructuring management reporting to require detailed variance reporting tied to our plan and our prior year, as well as the identification of quarterly risks and opportunities.

Since the end of the first quarter of fiscal 2005, we have implemented the following additional processes, which we believe will improve our internal control over financial reporting in future periods:

accounting issues are internally researched and resolved on a timely basis and are proactively and independently reviewed by our newly hired Director of Accounting Compliance and other Corporate finance staff;

detailed monthly/quarterly reporting packages are completed by all divisions to capture required financial information for management analyses and disclosure;

all divisions complete a quarterly disclosure questionnaire that is required by our newly established Disclosure Committee;

we have filled the position of Director of Financial Planning and Analysis; and

we have hired an in-house general counsel who will be actively involved in the review process of all future periodic reports.

We will continue to evaluate the effectiveness of our disclosure controls and procedures and internal control over financial reporting on an on-going basis and will take further action and implement improvements, as necessary...

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