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In light of the relevance of the findings of the Independent Review to the matters addressed in this Item 9A, this Item 9A first sets forth in full
the “Summary of Findings and of Recommended Remedial Measures of the Independent Review,” submitted to the Audit Committee by
WCPHD and Huron Consulting Services LLC, or the Independent Review Summary. The balance of this Item 9A addresses, among other
matters:
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ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
NONE
ITEM 9A. Controls and Procedures
• current management’s conclusions concerning our disclosure controls and procedures as at December 31, 2003 and January 10,
2005 and certain earlier dates (see “Current Management Conclusions Concerning Disclosure Controls and Procedures”);
• information relating to the First Restatement, including a discussion of material weaknesses in internal control over financial
reporting identified at the time of the First Restatement (see “Additional Background
—
First Restatemen
t
”);
• information relating to the Second Restatement, including a discussion of material weaknesses in internal control over financial
reporting identified over the course of the Second Restatement (see “Additional Background
—
Second Restatement”);
• the determination of the Audit Committee to review the facts and circumstances leading to the restatement of revenues, as part of
the Second Restatement, for specific transactions during the periods 1999 through 2002, with particular emphasis on the underlying
conduct that led to the initial recognition of these revenues, which we refer to as the Revenue Independent Review (see “Revenue
Independent Review”);
• the current status of our internal control over financial reporting and expectations as to management conclusions and the
independent auditor attestation required to be included in our fiscal year 2004 Annual Report on Form 10-K, or the 2004 Form 10-
K, pursuant to Section 404 of the Sarbanes-Oxley Act (see “Current Status of Material Weaknesses in Internal Control Over
Financial Reporting and Expectations as to Required Management Conclusions and Independent Auditor Attestation Pursuant to
Section 404 of the Sarbanes-Oxley Act”);
• remedial measures adopted by the Board of Directors pursuant to the recommendations of WCPHD, and remedial measures
identified, developed and begun to be implemented by our current management, including pursuant to recommendations from D&T
(see “Remedial Measures”); and
• changes in internal control over financial reporting (see “Remedial Measures”).