-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 HW3+PxtLplb7QOPGoleuI6UUD+JyaP11i632D5iJZBOcMgNwUu+SgM2+MLhmh/jO
 +6i+ehsZAR0E5Y70TqiUtQ==

<SEC-DOCUMENT>0000950144-05-010859.txt : 20060821
<SEC-HEADER>0000950144-05-010859.hdr.sgml : 20060821
<ACCEPTANCE-DATETIME>20051028165610
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000950144-05-010859
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20051028

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CRAWFORD & CO
		CENTRAL INDEX KEY:			0000025475
		STANDARD INDUSTRIAL CLASSIFICATION:	INSURANCE AGENTS BROKERS & SERVICES [6411]
		IRS NUMBER:				580506554
		STATE OF INCORPORATION:			GA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		CORRESP

	BUSINESS ADDRESS:	
		STREET 1:		5620 GLENRIDGE DR NE
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30342
		BUSINESS PHONE:		4042560830

	MAIL ADDRESS:	
		STREET 1:		5620 GLENRIDE DR
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30342
</SEC-HEADER>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
CRAWFORD & COMPANY (Registrant)
5620 Glenridge Dr. NE
Atlanta, GA 30342

October 28, 2005

VIA EDGAR AND FACSIMILE

Mr. Jim B. Rosenberg, Senior Assistant Chief Accountant
Mr. Oscar M. Young, Jr., Senior Accountant
Division of Corporate Finance
United States Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: CRAWFORD & COMPANY
    FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004
    FILED MARCH 15, 2005
    FILE NO. 001-10356

Dear Mr. Rosenberg and Mr. Young:

This letter sets forth the responses of Crawford & Company (the "Company" or
"we" or "our") to the comments of the staff of the U.S. Securities and Exchange
Commission (the "Commission") contained in your letter dated September 26, 2005
("Comment Letter") pertaining to our Form 10-K for the year ended December 31,
2004. We have repeated below each of the staff's comments from the Comment
Letter, with the Company's response to each comment immediately following.

EXHIBIT 13.1 - PORTIONS OF THE REGISTRANT'S ANNUAL REPORT

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

RESULTS OF OPERATIONS

1.   Please tell us how your presentation of "operating earnings," which
     excludes net corporate interest and income taxes (apparently, recurring
     items), complies with Item 10(e) of Regulation S-K. In doing so, please
     address Answers 8 and 21 of the "Frequently Asked Questions Regarding the
     Use of Non-GAAP Financial Measures." In this regard, while reporting
     consolidated "operating earnings" may be necessary to provide the
     reconciliation of segment "operating earnings" required by paragraph 32(b)
     of SFAS 131, it does not appear appropriate to present and discuss
     consolidated "operating earnings" as a measure that would be useful to
     investors in evaluating your consolidated results of operations.
<PAGE>
Mr. Jim B. Rosenberg and Mr. Oscar M. Young, Jr.
October 28, 2005
Page 2 of 17


     COMPANY'S RESPONSE:

     We agree that net corporate interest expense and income tax expense are
     recurring items for our company. However, we also recognize that Earnings
     Before Interest and Taxes (EBIT) is a common non-GAAP financial measure
     used by many public companies. Item 10(e)(1)ii(A) of Regulation S-K
     specifically permits EBIT as a non-GAAP liquidity measure because of its
     wide and recognized existing use. While we do not specifically describe our
     operating earnings as a measure of liquidity, we believe that EBIT is
     commonly used as a measure of financial performance as well. As discussed
     in Answer 15 to the "Frequently Asked Questions Regarding the Use of
     Non-GAAP Financial Measures," we provide a reconciliation between our
     operating earnings and GAAP net income.

     Answer 8 to the "Frequently Asked Questions Regarding the Use of Non-GAAP
     Financial Measures" contains five items that need disclosure in order for a
     non-GAAP measure to not be misleading:

     1)   the manner in which management uses the non-GAAP measure to conduct or
          evaluate its business

     In the section of our Management's Discussion and Analysis of Financial
     Condition and Results of Operations ("MD&A") preceding the required
     reconciliation between operating earnings (non-GAAP) and net income on a
     GAAP basis, we will enhance the initial references to operating earnings as
     follows: "Operating Earnings is a key performance measure our senior
     management and chief decision maker use to evaluate the operating
     performance of our business, set incentive compensation targets, and make
     resource allocation decisions. We believe this measure is useful to
     investors in that it allows them to evaluate our operating performance
     using the same criteria our management uses."

     2)   the economic substance behind management's decision to use such a
          measure

     We do not believe net income would be as useful a measure to investors in
     assessing our operating performance. In our MD&A, we will add the following
     disclosure: "Net corporate interest expense results from capital structure
     decisions made by us, and income taxes are based on statutory rates in
     effect in each of the locations where we provide services and vary
     throughout the world. Neither of these costs relates directly to the
     performance of our services and are
<PAGE>
Mr. Jim B. Rosenberg and Mr. Oscar M. Young, Jr.
October 28, 2005
Page 3 of 17


     therefore excluded in order to accurately assess the results of our
     operating activities on a consistent basis. Special credits and charges
     represent nonrecurring events that are not considered part of our operating
     earnings since they historically have not impacted our performance and are
     not expected to impact our performance within the next two years."

     3)   the material limitations associated with the use of the non-GAAP
          financial measures as compared to the use of the most directly
          comparable GAAP financial measure

     We know of no material limitations associated with the use of operating
     earnings as a key financial measure. We provide separate MD&A for the items
     excluded from our operating earnings so that we can provide a focused
     discussion on our core operating performance. The special credits and
     charges have caused fluctuations in our GAAP net income that are not
     reflective of our continuing, core operations. We believe it would be
     materially misleading to base MD&A on GAAP net income because it would not
     properly identify and isolate these non-operating items from our core
     operating performance. For instance, with the exception of 2003, net income
     under GAAP for the last five years (2000 through 2004) has shown little
     change. However, our operating earnings have declined steadily with the
     slight exception in 2004. MD&A focused on our operating earnings provides a
     clearer understanding of the declining profitability within our core
     business operations.

     4)   the manner in which management compensates for these limitations when
          using the non-GAAP financial measure

     In our MD&A, we explain that our consolidated operations are discussed and
     analyzed by separately discussing operating earnings from the components of
     net income that are not considered part of operating earnings. However, our
     MD&A does effectively discuss and analyze all components of our GAAP net
     income.

     5)   the substantive reasons why management believes the non-GAAP financial
          measure provides useful information to investors

     In addition to our answers to questions number 2 and 3 above, in our MD&A
     we will clarify the presentation so that the reader better understands how
     we evaluate our consolidated operations by segregating our operating
     earnings from the other components of consolidated net income. Discussion
     of our
<PAGE>
Mr. Jim B. Rosenberg and Mr. Oscar M. Young, Jr.
October 28, 2005
Page 4 of 17


     operating earnings is most informative by addressing the operating earnings
     of our two reportable segments separately since our operating earnings are
     attributed to these two segments. The components of our consolidated net
     income not included in operating earnings (net corporate interest expense,
     income taxes, special charges/credits) are addressed separately.

     In order to better organize the overall presentation of our discussion and
     analysis of consolidated operations in future filings, we intend to move
     the MD&A for "Special Credits and Charges, Net Corporate Interest Expense,
     and Income Taxes" to the section of the MD&A immediately preceding the
     discussion and analysis of our two segments' operating results. It should
     be clearer to the reader that we have addressed our consolidated operations
     using an appropriately organized discussion and analysis. We will also
     explain more clearly why management removes net corporate interest expense
     and income taxes from operating earnings. We believe this enhanced MD&A
     will better comply with Item 10(e)(1)(i)(C) of Regulation S-K and with
     Answers 8 and 21 to the Frequently Asked Questions Regarding the Use of
     Non-GAAP Financial Measures, particularly the "burden of proof"
     requirement. We will make
     these enhancements to our MD&A beginning with our Quarterly Report on Form
     10-Q for the quarterly period ended September 30, 2005. (See Attachment A
     to this letter for our planned description and placement of these MD&A
     enhancements).

2.   We noted that you disclosed "revenue" that does not agree to your
     statements of operations and that your discussion of revenue was based on
     "revenues before reimbursements." While we note that you discuss
     reimbursements elsewhere, it is unclear why you do not provide a separate
     discussion of revenue that addresses all amounts included in "total
     revenues" on your statements of operations. As such, please tell us how
     your discussion of revenue complies with Item 303(a)(3)(i) of Regulation
     S-K or provide us a discussion that would comply with it.

     COMPANY'S RESPONSE:

     In the normal course of conducting our business, we often directly pay for
     certain out-of-pocket expenses that will later be reimbursed to us by our
     clients under the terms of our agreements with these clients. As such, we
     do not "earn" such reimbursements since we consider them to be "pass
     through"
<PAGE>
Mr. Jim B. Rosenberg and Mr. Oscar M. Young, Jr.
October 28, 2005
Page 5 of 17


     expenses without mark-up. Prior to 2002, we did not include reimbursed
     out-of-pocket expenses in our consolidated revenues or expenses.

     However, in November 2001, EITF 01-14 "Income Statement Characterization of
     Reimbursements Received for Out-of-Pocket Expenses Incurred" was issued.
     Under certain circumstances, EITF 01-14 requires reimbursed out-of-pocket
     expenses to be reported as revenues and expenses in the statement of
     income. Our consolidated financial statements reflect our adoption of EITF
     01-14. We report these reimbursed expenses as a component of revenue and as
     a separate component of costs and expenses. These amounts offset one
     another in our Consolidated Statements of Income with no net impact to our
     net income.

     However, for purposes of MD&A we do not believe it would be informative to
     discuss and analyze our operations by "grossing up" our earned revenues for
     these "pass through" reimbursements. We note in numerous places within our
     MD&A that "revenue amounts exclude reimbursements for out-of-pocket
     expenses" and "expense amounts exclude reimbursed out-of-pocket expenses."
     Item 303(a)(3)(i) of Regulation S-K states in part, "...describe any other
     significant components of revenues or expenses that, in the registrant's
     judgment, should be described in order to understand the registrant's
     results of operations." Since these expense reimbursements are passed
     through and have no impact on our net income or operating earnings, we do
     not believe a separate discussion of "total revenue" is necessary in order
     to understand our operating results. We believe that we are in compliance
     with Regulation S-K.

     However, we will amend our future MD&A to ensure that the discussions and
     analysis of revenues and expenses inform the reader when reimbursed
     expenses are excluded from a specific discussion or analysis of revenues or
     expenses. In addition, we will clarify the disclosure in our MD&A relating
     to revenues by renaming the existing "Revenues" caption "Revenues before
     Reimbursements" and adding a new discussion covering "Reimbursements
     included in total revenues." On the table appearing on page 20 of MD&A in
     our Annual Report on Form 10-K for the year ended December 31, 2004, we
     will add a reconciliation for the 2005 table that reconciles "Revenues
     before Reimbursements" to total Consolidated Revenues and a similar
     reconciliation for "Expenses Other than Compensation and Fringe Benefits."
     We will make these enhancements to our MD&A beginning with our Quarterly
     Report on Form 10-Q for the quarterly period ended September 30, 2005. (See
     Attachment A to this letter for these planned MD&A enhancements).
<PAGE>
Mr. Jim B. Rosenberg and Mr. Oscar M. Young, Jr.
October 28, 2005
Page 6 of 17


CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT

3.   Please tell us how your inclusion of tax benefit from exercise of stock
     options in comprehensive income complies with SFAS 130, as paragraphs 8 and
     9 appear to indicate that investments by owners should not be included.

     COMPANY'S RESPONSE:

     We agree with your comments and references to SFAS 130, "Reporting
     Comprehensive Income," paragraphs 8 and 9. These tax benefits from
     exercises of stock options originated from equity transactions with owners
     of the Company's common stock, and as such should be reported as activity
     within Additional Paid-In Capital in our Consolidated Statements of
     Share-holders' Investment and Consolidated Balance Sheets. This represents
     only a classification issue between Other Comprehensive Income (Loss) and
     Additional Paid-In Capital within shareholders' investment, and has no net
     impact on our consolidated shareholders' investment, assets, liabilities,
     revenues, expenses, net income or earnings per share at December 31, 2004,
     or in the financial statements of any period presented in our Annual Report
     on Form 10-K for the year ended December 31, 2004.

     We plan to adopt SFAS 154, "Accounting Changes and Error Corrections," at
     the beginning of 2006. However, we understand that SFAS 154 carries forward
     the existing provisions of APB Opinion No. 20, "Accounting Changes," SFAS
     3, "Reporting Accounting Changes in Interim Financial Statements," and
     paragraph 26 of APB Opinion No. 9, "Reporting the Results of Operations,"
     that are related to the reporting and disclosure of a correction of an
     error. We believe the reclassification needed in our Consolidated
     Statements of Shareholders' Investment and Consolidated Balance Sheets
     meets the definition of an error since it is a mistake in the application
     of an accounting principle (paragraphs 16 and 17 of APB 25, "Accounting for
     Stock Issued to Employees," as amended by paragraph 288(g) of SFAS 109).

     Since this reclassification has no impact on the current or any prior
     periods' net income or retained earnings, only the Consolidated Statements
     of Shareholders' Investment and Consolidated Balance Sheets and related
     footnote are impacted.

     The reclassification of $4.165 million represents only 2.1%, 2.4%, and 2.6%
     of the Company's consolidated shareholders' investment at December 31,
     2004, 2003, and 2002, respectively. As noted, this misclassification has no
     net impact
<PAGE>
Mr. Jim B. Rosenberg and Mr. Oscar M. Young, Jr.
October 28, 2005
Page 7 of 17


     on shareholders' investment. Qualitatively, we do not believe the impact of
     the error on our 2002 consolidated comprehensive loss, when considered with
     the offsetting impact in our additional paid-in capital, would influence a
     reasonable shareholder or investor in deciding whether to purchase or sell
     the Company's securities or has significantly altered the total mix of
     information available. In addition, security analyst reports covering the
     Company's common stock do not reference comprehensive income or loss in any
     discussion or analysis of the Company's results of operations, financial
     position, or cash flows. Comprehensive income (loss) is not a financial
     metric that we include in our quarterly earnings releases or conference
     calls with analysts. We note that most companies present comprehensive
     income (loss) in the statement of changes in equity, not as part of the
     statement of operations as the FASB encouraged.

     Based on the nature of the error, and our opinion that it is both
     quantitatively and qualitatively immaterial, we do not believe any amended
     filings are needed for the financial statements and related footnotes
     contained in any Form 10-Q or Form 10-K previously filed by us with the
     Commission for periods in 2005, 2004, 2003, or 2002. We believe the prior
     period adjustment and disclosure provisions provided by the authoritative
     guidance cited above are appropriate for correction of this error.

     We will correct this error as follows:

     i)   In our Quarterly Report on Form 10-Q for the quarterly period ended
          September 30, 2005,

          a)   the Shareholders' Investment section of our Condensed
               Consolidated Balance Sheets for September 30, 2005 and December
               31, 2004 will reflect the reclassification of the $4.165 million
               tax benefit from Other Comprehensive Income (Loss) to Additional
               Paid-in Capital.

          b)   in the specific footnote to the Condensed Consolidated Financial
               Statements that discloses Comprehensive Income (Loss) for the
               periods presented, we will disclose that a prior period
               adjustment has been made to Accumulated Comprehensive Income
               (Loss) in the current period and make reference to Note 1 for a
               detailed explanation.

          c)   we will provide appropriate disclosure of this correction in Note
               1, Basis of Presentation, to the Condensed Consolidated Financial
<PAGE>
Mr. Jim B. Rosenberg and Mr. Oscar M. Young, Jr.
October 28, 2005
Page 8 of 17


          d)   Statements (See Attachment B to this letter for a copy of the
               disclosure).

     ii)  In our Annual Report on Form 10-K for the year ended December 31,
          2005,

          a)   the Shareholders' Investment section of our comparative
               Consolidated Balance Sheet for December 31, 2004 will reflect the
               reclassification of the $4.165 million tax benefit from Other
               Comprehensive Income (Loss) to Additional Paid-in Capital.

          b)   the comparative Consolidated Statements of Shareholders'
               Investment at December 31, 2005, 2004, and 2003 will reflect the
               reclassification of the $4.165 million tax benefit from Other
               Comprehensive Income (Loss) to Additional Paid-in Capital.

          c)   the Comprehensive Income (Loss) section of Note 1, Major
               Accounting and Reporting Policies, to the Consolidated Financial
               Statements will exclude the $4.165 million tax benefit as a
               component of "Total accumulated other comprehensive loss" at
               December 31, 2005, 2004, and 2003.

          d)   we will update and amend our policy for Accounting for
               Stock-Based Compensation in Note 1, Major Accounting and
               Reporting Policies, to the Consolidated Financial Statements to
               include the accounting and reporting treatment for tax benefits
               from the exercise of stock options (See Attachment C to this
               letter for a copy of the policy amendment).

          e)   we will provide appropriate disclosure of this correction in the
               Notes to Consolidated Financial Statements (See Attachment C to
               this letter for a copy of this disclosure).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   MAJOR ACCOUNTING AND REPORTING POLICIES - CAPITALIZED SOFTWARE

4.   Please tell us how your policy complies with SOP 98-1, in terms of the
     stages during which you capitalized these costs and the types of costs
     being capitalized.

     COMPANY'S RESPONSE:

     Our capitalized software reflects costs related to internally developed or
     purchased software that is for our own internal use. We capitalize certain
<PAGE>
Mr. Jim B. Rosenberg and Mr. Oscar M. Young, Jr.
October 28, 2005
Page 9 of 17


     qualified costs incurred to internally develop or purchase computer
     software that are specifically identifiable, have determinable lives, and
     have probable future economic benefits and, therefore, meet the
     characteristics of an asset.

     We use the guidance of SOP 98-1, "Accounting for the Costs of Computer
     Software Developed or Obtained for Internal Use."

     For internally developed software, we use both our own employees as well as
     the services of external vendors and independent contractors. The
     activities performed during the preliminary project stage are analogous to
     research and development, and therefore these costs are expensed as
     incurred. After the preliminary project stage is complete, we make a
     decision concerning the probability that the project can be completed and
     that the software will be used to perform the functions intended. If the
     results of this decision are favorable, management will authorize and
     commit funding of the software project. If we determine that the software
     can provide future economic benefits, we identify and isolate certain
     authorized costs incurred during the application development stage that
     should be capitalized.

     Our internal controls and reporting processes are designed to ensure that
     we only capitalize efforts and costs that are permitted for capitalization
     during the application development stage. These costs include: designing
     the chosen path, including software configuration and software interfaces;
     coding and programming the software; installing the software into the
     hardware; and testing the programming and coding.

     More specifically, most of the costs that we capitalize during the
     application development stage come from two sources: internal payroll
     related costs and external costs for the purchase of software materials and
     services. We believe the interest cost incurred while developing internal
     use computer software is immaterial and would not justify the record
     keeping costs of tracking any capitalizable interest.

     Costs incurred during the post-implementation stage, such as training costs
     and maintenance activities, are expensed as incurred. If additional costs
     are subsequently incurred to enhance the capabilities of the capitalized
     software, these additional enhancement costs are also capitalized.

     In our Annual Report on Form 10-K for the year ended December 31, 2005,
<PAGE>
Mr. Jim B. Rosenberg and Mr. Oscar M. Young, Jr.
October 28, 2005
Page 10 of 17


     in the Notes to Consolidated Financial Statements under Note 1, Major
     Accounting and Reporting Policies, related to Capitalized Software, we will
     enhance our disclosure as follows:

     "Capitalized software reflects costs related to internally developed or
     purchased software used internally by the Company that has future economic
     benefits. Only internal and external costs incurred during the application
     stage of development are capitalized in accordance with SOP 98-1,
     "Accounting for Computer Software Developed or Obtained for Internal Use."
     Costs incurred during the preliminary project and post implementation
     stages, including training and maintenance costs, are expensed as incurred.
     The majority of these capitalized software costs consists of internal
     payroll costs and external payments for software purchases and related
     services. These capitalized computer software costs are amortized over
     periods ranging from three to ten years, depending on the estimated life of
     each software application. At least annually, we evaluate capitalized
     software for impairment in accordance with SFAS 144, 'Accounting for
     Impairment of Long-Lived Assets.' Amortization expense for capitalized
     software was $5,920,000, $4,931,000, and $4,226,000 for 2004, 2003, and
     2002, respectively."

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

5.   We noted that you maintain an allowance for doubtful accounts for estimated
     losses resulting primarily from adjustments that clients may make to
     invoiced amounts. Please tell us why adjustments would be made by your
     clients and whether they should be (and are) accounted for as reductions to
     revenue. In addition, please tell us whether you have a reasonable basis to
     make these estimates and whether the revenue you have recognized is fixed
     and determinable, as contemplated by SAB 104.

     COMPANY'S RESPONSE:

     We maintain an allowance for doubtful accounts for estimated losses
     resulting from the inability of our clients to make required payments as
     well as adjustments clients may negotiate for invoiced amounts. Losses
     resulting from the inability of our clients to make required payments are
     accounted for as bad debt expense, while adjustments to our invoices made
     by our clients are accounted for as reductions to revenues. For the years
     ended December 31, 2004 and 2003, our adjustments to revenues associated
     with service-related client issues totaled $7.5 million and $8.8 million,
     respectively. Bad debt
<PAGE>
Mr. Jim B. Rosenberg and Mr. Oscar M. Young, Jr.
October 28, 2005
Page 11 of 17


     expense recorded for the years ended December 31, 2004 and 2003 totaled
     $3.9 million and $3.1 million, respectively.

     We will make partial amendments to Note 1, Major Accounting and Reporting
     Policies, under the heading, "Accounts Receivable and Allowance for
     Doubtful Accounts," in our Annual Report on Form 10-K for the year ended
     December 31, 2005 as follows:

     "...The Company maintains an allowance for doubtful accounts for estimated
     losses resulting from the inability of clients to make required payments
     and adjustments clients may make to invoiced amounts. Losses resulting from
     the inability of clients to make required payments are accounted for as bad
     debt expense, while adjustments to our invoices made by our clients are
     accounted for as reductions to revenues...For the years ended December 31,
     2004 and 2003, our adjustments to revenues associated with service-related
     client disputes totaled $7.5 million and $8.8 million, respectively. Bad
     debt expense recorded for the years ended December 31, 2004 and 2003
     totaled $3.9 million and $3.1 million, respectively."

     We believe our recognized revenue, net of the allowances, meets the fixed
     or determinable requirements within SAB 104. Most of our revenues originate
     from services provided by us to clients under contractual agreements, which
     typically include pricing based on predetermined flat-rate fees for the
     services we perform. These agreements usually cover such items as the
     specific services to be performed by us, the pricing arrangements, and
     billing practices to be followed. Our internal controls and billing
     procedures allow us to determine when we have rendered the services,
     including client acceptance, so revenue recognition can take place under
     the terms of the client agreements at the culmination of the earnings
     process. Our clients are bound by these agreements. However, we recognize
     that clients on occasion will seek billing adjustments that may or may not
     have merit based on the client agreements, or on our performance of the
     agreed-upon services. Depending on the client relationship, we sometimes
     grant adjustments that are of a goodwill nature, or are designed to
     economically or timely resolve a specific client relationship or billing
     issue.
<PAGE>
Mr. Jim B. Rosenberg and Mr. Oscar M. Young, Jr.
October 28, 2005
Page 12 of 17


     We believe that we reasonably estimate and make adequate provisions for
     these client invoice adjustments at the time the related revenues are
     initially earned and recognized. We use sufficient historical
     company-specific data to estimate these adjustments, and we believe that
     such data are indicative of future results.

SELF-INSURED RISKS

6.   Please tell us how discounting your provision for claims under your
     self-insured program complies with GAAP, by citing specific literature (by
     pronouncement and paragraph).

     COMPANY'S RESPONSE:

     Crawford & Company self-insures certain insurable risks, including
     professional liability, employee medical and disability, workers'
     compensation and auto liability. We record a liability for claims incurred
     under these self-insured programs based on our estimate of the ultimate
     aggregate exposure. We discount the liabilities for claims incurred under
     our self-insured workers' compensation and employee disability programs,
     due to the relatively long average duration of these liabilities, but do
     not discount the liabilities for claims incurred under our self-insured
     professional liability, employee medical and auto liability programs, due
     to the relatively short average duration of these liabilities.

     The liabilities we record for claims incurred under our self-insured
     professional liability and workers' compensation programs, and the related
     payment patterns, are validated by an independent, qualified actuary. These
     liabilities comprised approximately 90% of the Company's aggregate
     self-insured liability at December 31, 2004, and were recorded at our best
     estimate of the loss within the possible range of loss determined by the
     actuary. As previously noted, the liability for professional liability
     claims was not discounted, while the liability for workers' compensation
     claims was discounted at the estimated risk-free rate at December 31, 2004.

     We also discount our liability for long-term disability claims related to
     certain employees of the Company. We are generally fully insured for
     employee
<PAGE>
Mr. Jim B. Rosenberg and Mr. Oscar M. Young, Jr.
October 28, 2005
Page 13 of 17


     disability claims; however, the Company retained the liability for thirteen
     disabled employees. Both the amount and timing of the cash outflows related
     to these claims are fixed or reliably determinable on an individual claim
     basis. The difference between the undiscounted and discounted present value
     of this liability was less than $50,000 at December 31, 2004. All other
     liabilities recorded under the Company's self-insured programs are
     undiscounted.

     In a speech before the 1994 Twenty-First Annual National Conference on
     Current SEC Developments, Jeffery A. Swormstedt, Professional Accounting
     Fellow, Current Accounting Projects, Office of the Chief Accountant, U.S.
     Securities and Exchange Commission, addressed the issue of discounting of
     liabilities which are not addressed specifically in the accounting
     literature, such as self-insurance reserves, as follows:

     "In measuring uninsured liabilities and other liabilities, the staff often
     is asked about discounting. When is it appropriate to discount and at what
     rates? In trying to answer these two questions, I will address only the
     discounting of liabilities that are not addressed specifically in the
     accounting literature...

     Generally, the staff has permitted the discounting of liabilities in
     situations where both the timing and amounts of future cash outflows are
     fixed or reliably determinable. However, the staff has seen a variety of
     theories for selecting a discount rate.

     Accounting Principles Board Opinion 21, Interest on Receivables and
     Payables (Opinion 21), discusses the imputation of interest on a note
     exchanged for cash, property, goods, or services. The principle underlying
     Opinion 21 is that the amount recorded for a note exchanged should be based
     on fair values.

     Paragraph 12 of Opinion 21 states in part that "...the note, the sales
     price, and the cost of the property, goods or service exchanged for the
     note should be recorded at the fair value of the property, goods or
     services, or at an amount that reasonably approximates the fair value of
     the note, whichever is more clearly determinable."

     Many of the liabilities being discounted in practice, however, do not arise
     as a result of an exchange per se; rather, such liabilities arise as a
     result of litigation, claims and other assessments, which must be
     recognized in accordance with Statement 5. By analogy to Opinion 21, such
     liabilities should be recorded at their fair value. That is, such
     liabilities should be recognized at the amount that could be paid currently
     to settle the liability.
<PAGE>
Mr. Jim B. Rosenberg and Mr. Oscar M. Young, Jr.
October 28, 2005
Page 14 of 17


     The advisory conclusion to Issue 3 in the AICPA Issues Paper, The Use of
     Discounting in Financial Reporting for Monetary Items with Uncertain Terms
     Other Than Those Covered by Authoritative Literature, states in part that,
     "Twelve AcSec members and three task force members believe that a
     settlement rate should be used to determine the present value of future
     cash flows in the initial recognition of monetary liabilities with
     uncertain terms. The discount rate should be objectively determinable and
     the best estimate of the rate at which the monetary liabilities with
     uncertain terms could be settled or effectively settled..."

     Inasmuch as the objective of discounting a liability is to establish the
     amount necessary to settle the obligation, the discount rate to be used
     should be a market settlement rate. However, in the absence of market
     transactions, the staff recognized that such a settlement rate may not be
     readily determinable. Accordingly, the staff will not object to discounting
     liabilities other than Pension and OPEB benefits provided that both the
     amount and timing of the cash outflows are fixed or reliably determinable
     and that the discount rate used does not exceed the risk-free rate."

     Although this speech was given back in 1994, we believe that Mr.
     Swormstedt's discussion regarding discounting of liabilities, including his
     research citing specific literature (by pronouncement and paragraph), is
     still relevant today. FASB Concepts Statement No. 7, "Using Cash Flow
     Information and Present Value in Accounting Measurements," issued in
     February 2000, also supports the use of present values in the measurement
     of liabilities in paragraphs 75 through 78. Appendix B of that Statement,
     "Applications of Present Value in FASB Statements and APB Opinions,"
     provides a convenient reference guide to various FASB Statements and APB
     Opinions dealing with the use of present values in the measurement of
     assets and liabilities, including the reference to APB Opinion No. 21 cited
     by Mr. Swormstedt.

     In SAB 62, "Discounting by Property/Casualty Insurance Companies" (Topic
     5N), the SEC staff permits insurance company registrants to discount
     liabilities related to unpaid claims and claim adjustment expenses if the
     payment pattern and ultimate cost are fixed or determinable on an
     individual claim basis, and the discount rate used is reasonable based on
     the facts and circumstances applicable to the registrant at the time the
     claims are settled. In SAB 92, "Accounting and Disclosure Relating to Loss
     Contingencies" (Topic 5Y), the staff permits registrants to discount
     environmental liabilities if the conditions set forth in
<PAGE>
Mr. Jim B. Rosenberg and Mr. Oscar M. Young, Jr.
October 28, 2005
Page 15 of 17


     paragraph 132 of SOP 96-1, "Environmental Remediation Liabilities," are
     met. Paragraph 132 of SOP 96-1 states in part that, "The measurement of the
     liability, or of a component of the liability, may be discounted to reflect
     the time value of money if the aggregate amount of the liability or
     component and the amount and timing of cash payments for the liability or
     component are fixed or reliably determinable..." We understand that the
     staff, in reconsidering certain aspects of SAB 62 relating to the
     discounting of property and casualty loss reserves by registrants, will not
     object to discounting of unpaid claims and claims adjustment expenses at
     rates not to exceed the risk-free rate for government issues having the
     same approximate maturity as the liabilities being discounted, provided
     that a qualified actuary opines on the payout patterns of such liabilities.

     We do believe our disclosures related to self-insurance reserves in MD&A
     and in Note 1 to the Consolidated Financial Statements should be modified.
     In our MD&A, we state, "We record a liability for claims incurred under
     these self-insured programs based on our estimate of the ultimate aggregate
     exposure and discount that liability using an average of published
     medium-quality corporate bond yields of an appropriate duration." We intend
     to revise this disclosure in future filings to state, "We record a
     liability for claims incurred under these self-insured programs based on
     our estimate of the ultimate aggregate exposure. The liability for claims
     incurred under our self-insured workers' compensation and employee
     disability programs is discounted at the prevailing risk-free rate for
     government issues of an appropriate duration. All other self-insurance
     liabilities are undiscounted."

     In Note 1, our disclosure currently reads, "Provision for claims under the
     self-insured program is made based on the Company's estimate of the
     aggregate liability for claims incurred and is discounted using an average
     of published medium-quality corporate bond yields of an appropriate
     duration." This disclosure will be revised in future filings to read,
     "Provision for claims under the self-insured program is made based on the
     Company's estimate of the aggregate liability for claims incurred. The
     liability for claims incurred under the Company's self-insured workers'
     compensation and employee disability programs is discounted at the
     prevailing risk-free rate for government issues of an appropriate duration.
     All other self-insurance liabilities are undiscounted."
<PAGE>
Mr. Jim B. Rosenberg and Mr. Oscar M. Young, Jr.
October 28, 2005
Page 16 of 17


SEGMENT AND GEOGRAPHIC INFORMATION, PAGE 36

7.   As you do not appear to reconcile your segment revenues to the total
     consolidated revenue reported on your statements of operations, please tell
     us how you have complied with paragraph 32 of SFAS 131 or provide us a
     reconciliation that would comply with it.

     COMPANY'S RESPONSE:

     We agree that we need to enhance Note 6, "Segment and Geographic
     Information," to our Consolidated Financial Statements. Specifically, we
     need to provide the reconciliation required by paragraph 32(a) of SFAS 131
     that reconciles the total of the reportable segments' revenues to the
     Company's consolidated total revenues. We currently provide this
     reconciliation for "Revenues Before Reimbursements," but we will amend our
     SFAS 131 footnote to provide a reconciliation to total Revenue instead of
     Revenues Before Reimbursements.

     Had we provided the reconciliation for total Revenue by segment in Note 6
     to our Consolidated Financial Statements for the year ended December 31,
     2004, the amounts disclosed would have been as follows:

<TABLE>
<CAPTION>
                                               International   Consolidated
(in thousands)               U.S. Operations    Operations        Totals
- --------------               ---------------   -------------   ------------
<S>                          <C>               <C>             <C>
2004 Consolidated Revenues       $527,253         $284,409       $811,662
2003 Consolidated Revenues       $520,805         $247,205       $768,010
2002 Consolidated Revenues       $547,280         $210,338       $757,618
</TABLE>

The Company's most significant international operations are in the U.K. and
Canada.

<TABLE>
<CAPTION>
(in thousands)                  U.K.     Canada     Other      Total
- --------------                -------   -------   --------   --------
<S>                           <C>       <C>       <C>        <C>
2004 International Revenues   $90,987   $72,008   $121,414   $284,409
2003 International Revenues   $73,825   $66,569   $106,811   $247,205
2002 International Revenues   $63,395   $60,496   $ 86,447   $210,338
</TABLE>
<PAGE>
Mr. Jim B. Rosenberg and Mr. Oscar M. Young, Jr.
October 28, 2005
Page 17 of 17


Revenue by market types as of December 31, 2004, 2003, and 2002 are presented
below:

<TABLE>
<CAPTION>
(in thousands)                                          2004       2003       2002
- --------------                                        --------   --------   --------
<S>                                                   <C>        <C>        <C>
Insurance companies, before reimbursements            $233,531   $229,781   $259,090
Self-insured entities, before reimbursements           158,190    167,526    191,278
Class action services, before reimbursements            86,416     74,540     58,366
                                                      --------   --------   --------
Total U.S. revenues, before reimbursements             478,137    471,847    508,734
Total international revenues, before reimbursements    255,430    219,086    190,656
                                                      --------   --------   --------
   Total revenues before reimbursements                733,567    690,933    699,390
Reimbursements                                          78,095     77,077     58,228
                                                      --------   --------   --------
   Total consolidated revenues                        $811,662   $768,010   $757,618
                                                      ========   ========   ========
</TABLE>

********************************************************************************

In reference to all responses above, the Company is aware that: it is
responsible for the adequacy and accuracy of the disclosure in the filings;
staff comments or changes to disclosures in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

We believe this letter fully responds to your questions. However, if there are
any further questions please contact me at (404) 847-4571 or at the address on
the record for Crawford & Company.

Sincerely,


/s/ John F. Giblin
- -------------------------------------
John F. Giblin
Executive Vice President and
Chief Financial Officer

cc: Mr. Thomas W. Crawford, President and Chief Executive Officer
    Mr. W. Bruce Swain, Jr., Senior VP and Controller (Principal Accounting
       Officer)
    Mr. Robert T. Johnson, Chairman of the Audit Committee of the Board
       of Directors
    Ernst & Young, Atlanta, GA
<PAGE>
THE FOLLOWING ATTACHMENTS ARE SUBMITTED WITH CRAWFORD & COMPANY'S (THE
REGISTRANT) OCTOBER 28, 2005 RESPONSE TO THE COMMENT LETTER OF SEPTEMBER 26,
2005 FROM THE SECURITIES AND EXCHANGE COMMISSION CONCERNING THE REGISTRANT'S
FORM 10-K FOR YEAR ENDED DECEMBER 31, 2004 (FILE NO. 001-10356)

ATTACHMENT A (RELATES TO QUESTIONS 1 AND 2)

********************************************************************************

Planned enhancements to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2005, and to the Company's Annual Report on
Form 10-K for the year ended December 31, 2005:

NOTE: Portions of the Company's MD&A from the Company's Annual Report on Form
10-K for the year ended December 31, 2004 were used to demonstrate this planned
enhancement.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

RESULTS OF CONSOLIDATED OPERATIONS

Consolidated net income was $25,172,000 for 2004 as compared to $7,662,000 in
2003 and $24,512,000 in 2002. Consolidated net income for 2004 included a gain
of $5.2 million, net of related income taxes, on the sale of an undeveloped
parcel of real estate. Consolidated net income for 2003 included an after-tax
payment of $8.0 million under an agreement reached with the U.S. Department of
Justice to resolve an investigation into our billing practices. Consolidated net
income for 2002 included a payment received from a former vendor in full
settlement of a business dispute of $3.8 million, net of related income tax
expense.

We evaluate our consolidated operations by segregating our operating earnings
from the other components of net income. We define our operating earnings as net
income excluding income taxes, net corporate interest expense, and special
charges and credits. Operating earnings is a key performance measure our senior
management and chief decision maker use to evaluate the operating performance of
our business, set incentive compensation targets, and make resource allocation
decisions. We believe this measure is useful to investors in that it allows them
to evaluate our operating performance using the same criteria management uses.
<PAGE>
Following is a reconciliation of our consolidated net income on a GAAP
(generally accepted accounting principles) basis to our consolidated operating
earnings for the years ended December 31, 2004, 2003, 2002, 2001, and 2000:

<TABLE>
<CAPTION>
(in thousands)                        2004      2003      2002      2001      2000
- --------------                      -------   -------   -------   -------   -------
<S>                                 <C>       <C>       <C>       <C>       <C>
Consolidated net income             $25,172   $ 7,662   $24,512   $29,445   $25,348
Add/ (deduct):
   Special (credits) and charges     (8,573)    8,000    (6,000)       --    16,740
   Amortization of goodwill              --        --        --     3,448     3,203
   Net corporate interest expense     3,536     5,414     4,706     4,779     4,476
   Income tax expense                12,251     8,964    14,029    18,356    15,802
                                    -------   -------   -------   -------   -------
Consolidated operating earnings     $32,386   $30,040   $37,247   $56,028   $65,569
                                    =======   =======   =======   =======   =======
</TABLE>

Consolidated 2000 net income included a charge related to the write down of the
carrying value associated with internal use software formerly under development.
Statement of Financial Standard ("SFAS") 142, "Goodwill and Other Intangible
Assets ("SFAS 142"), eliminated amortization of goodwill after 2001.

Our operating earnings are evaluated at the segment level for our two reportable
segments: U.S. Operations and International Operations. These two reportable
segments represent components of our business for which separate financial
information is available that is evaluated regularly. Net corporate interest
expense and income taxes are recurring components of our net income, but they
are not considered part of our operating earnings since they are managed on a
corporate-wide basis. Net corporate interest expense results from capital
structure decisions made by us, and income taxes are based on statutory rates in
effect in each of the locations where we provide services and vary throughout
the world. Neither of these costs relates directly to the performance of our
services and are therefore excluded in order to accurately assess the results of
our operating activities on a consistent basis. Special credits and charges
represent nonrecurring events that are not considered part of our operating
earnings since they historically have not impacted our performance and are not
expected to impact our performance within the next two years. A discussion and
analysis of our operating earnings by reportable segment follows the section
below on income taxes, net corporate interest expense, and special charges and
credits.

INCOME TAXES

Our consolidated effective tax rate may change periodically due to fluctuations
in the mix of income earned from our various international operations. Excluding
the $8.0 million after-tax charge in 2003 disclosed below, our effective tax
rate was 36.4% of pretax income in 2003 and 2002. Our effective tax rate for
calendar year 2004 was 37.4%,
<PAGE>
excluding the tax refund of $1.7 million disclosed below. Taxes on income,
including the expected tax refund for 2004, totaled $12.3 million, $9.0 million,
and $14.0 million for 2004, 2003, and 2002, respectively. During June 2004, we
settled a tax credit refund claim with the Internal Revenue Service and recorded
a receivable of $3.5 million, comprised of a tax refund of $1.7 million and
associated interest of $1.8 million.

NET CORPORATE INTEREST EXPENSE

Including interest income of $1.8 million associated with the tax refund claim
discussed above, net corporate interest expense totaled $3.5 million, $5.4
million, and $4.7 million for 2004, 2003, and 2002, respectively.

SPECIAL CHARGES AND CREDITS

During September 2004, we completed the sale of an undeveloped parcel of real
estate. We received net cash of $2.0 million and a $7.6 million first lien
mortgage note receivable, at an effective interest rate of approximately 4% per
annum, due in its entirety in 270 days. A pretax gain of $8.6 million was
recognized on the sale. After reflecting income taxes, this special credit
increased 2004 net income by $5.2 million, or $0.11 per share.

During November 2003, we made an after-tax payment of $8.0 million in connection
with the settlement of a U.S. Department of Justice investigation. This special
charge reduced 2003 net income per share by $0.16.

During the 2002 first quarter, we received a cash payment of $6.0 million from a
former vendor in full settlement of a business dispute. This special credit, net
of related income tax expense, increased 2002 net income per share by $0.08.

Consolidated 2000 net income included a charge related to the write down of the
carrying value associated with internal use software formerly under development.

SEGMENT OPERATING RESULTS

We believe the discussion and analysis of our consolidated operating earnings is
more meaningful when presented separately for our U.S. Operations and
International Operations. Our reportable segments represent components of our
business for which separate financial information is available that is evaluated
regularly by our chief decision maker in deciding how to allocate resources and
in assessing performance. The individual services listed in the front inside
cover of this Annual Report do not represent separate reportable segments.
Rather, they describe the various claims administration services performed
within our approximately 700 field branches around the world.
<PAGE>
In the normal course of our business, we sometimes pay for certain out-of-pocket
expenses that are reimbursed to us by our clients. Under Generally Accepted
Accounting Principles, these out-of-pocket expense reimbursements are reported
as revenues and expenses in our Consolidated Statements of Income. In some of
the discussions and analysis that follows, we do not believe it is informative
to include the GAAP-required gross up of our revenues and expenses for these
reimbursed expenses. The amounts of reimbursed expenses and related revenues
offset each other in our consolidated Statements of Income with no net impact to
our net income. Except where noted, revenue amounts exclude reimbursements for
out-of-pocket expenses. Expense amounts exclude reimbursed out-of-pocket
expenses, special credits and charges, net corporate interest expense, and
income taxes.

Our discussion and analysis of operating expenses is comprised of two
components. Compensation and Fringe Benefits include all compensation, payroll
taxes, and benefits provided to our employees which, as a service company,
represents our most significant and variable expense. Expenses Other Than
Reimbursements, Compensation and Fringe Benefits include office rent and
occupancy costs, other office operating expenses, amortization and depreciation.

This discussion and analysis should be read in conjunction with our consolidated
financial statements and the accompanying notes.
<PAGE>

Operating results for our U.S. and international operations were as follows:

<TABLE>
<CAPTION>
                                                                                          % Change
                                                                                       From Prior Year
                                                                                       ---------------
Years Ended December 31                                 2004       2003       2002      2004    2003
- -----------------------                               --------   --------   --------   -----   -------
<S>                                                   <C>        <C>        <C>        <C>     <C>
(in thousands)
Revenues:
   U.S., before reimbursements                        $478,137   $471,847   $508,734     1.3%   (7.3%)
   International, before reimbursements                255,430    219,086    190,656    16.6%   14.9%
                                                      --------   --------   --------
      Total revenue before reimbursements              733,567    690,933    699,390     6.2%   (1.2%)
   Reimbursements                                       78,095     77,077     58,228     1.3%   32.4%
                                                      --------   --------   --------
      Total revenue                                   $811,662   $768,010   $757,618     5.7%    1.4%

Compensation & Fringe Benefits:
   U.S                                                $295,152   $292,357   $320,475     1.0%   (8.8%)
   % of Revenues before reimbursements                    61.7%      62.0%      62.9%
   International                                       177,159    152,950    130,886    15.8%   16.9%
   % of Revenues before reimbursements                    69.4%      69.8%      68.6%
                                                      --------   --------   --------
      Total                                           $472,311   $445,307   $451,361     6.1%   (1.3%)
      % of Revenues before reimbursements                 64.4%      64.5%      64.5%

Expenses Other than Compensation & Fringe Benefits:
   U.S., before reimbursements                        $162,185   $156,201   $158,998     3.8%   (1.8%)
   % of Revenues before reimbursements                    33.9%      33.1%      31.3%
   International, before reimbursements                 66,685     59,385     51,784    12.3%   14.7%
   % of Revenues before reimbursements                    26.1%      27.1%      27.2%
                                                      --------   --------   --------
      Total, before reimbursements                    $228,870   $215,586   $210,782     6.2%    2.3%
      % of Revenues before reimbursements                 31.2%      31.2%      30.2%
   Reimbursements                                       78,095     77,077     58,228     1.3%   32.3%
                                                      --------   --------   --------
      Total                                           $306,965   $292,663   $269,010
       % of Total Revenues                                37.8%      38.1%      35.5%

Operating Earnings: (1)
   U.S                                                $ 20,800   $ 23,289   $ 29,261   (10.7%) (20.4%)
   % of Revenues before reimbursements                     4.4%       4.9%       5.8%
   International                                        11,586      6,751      7,986    71.6%  (15.5%)
   % of Revenues before reimbursements                     4.5%       3.1%       4.2%
                                                      --------   --------   --------
      Total                                           $ 32,386   $ 30,040   $ 37,247     7.8%  (19.3%)
      % of Revenues before reimbursements                  4.4%       4.3%       5.3%
</TABLE>

(1)  Earnings before special credits and charges, net corporate interest
     expense, and income taxes.
<PAGE>
REIMBURSEMENTS INCLUDED IN TOTAL REVENUES

Reimbursements revenue in our international operations increased to $29.0
million in 2004 from $28.1 million in 2003. This increase was due mainly to
reimbursements we received from clients related to increased payments we made to
external experts associated with handling hurricane claims in the Caribbean
region during 2004.
<PAGE>
ATTACHMENT B (RELATES TO QUESTION 3)

********************************************************************************

Planned disclosure to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2005:

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   BASIS OF PRESENTATION

During 2002, the Company recorded in Other Comprehensive Income (Loss) a tax
benefit of $4.165 million related to exercises of stock options. During the
third quarter of 2005, the Company reclassified this $4.165 million tax benefit
from Other Accumulated Comprehensive Loss to Additional Paid-In Capital within
Shareholders' Investment as required by Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees." This reclassification, which is
a correction of a prior error, had no net impact on the Company's results of
operations, financial position, or cash flows. This reclassification has been
reflected in the Condensed Consolidated Balance Sheets presented herein for
September 30, 2005 and December 31, 2004.

Related to this reclassification, the following prior period adjustments have
been made to the Company's Consolidated Statements of Shareholders' Investment
and Consolidated Balance Sheets:

<TABLE>
<CAPTION>
                             Additional              Accumulated Other
                          Paid-In Capital            Comprehensive Loss
                     -------------------------   -------------------------
Balance at,          As originally               As originally
(amounts in 000's)      reported     Corrected      reported     Corrected
- ------------------   -------------   ---------   -------------   ---------
<S>                  <C>             <C>         <C>             <C>
December 31, 2002        $  523        $4,688      $(81,481)     $(85,646)
December 31, 2003           840         5,005       (64,717)      (68,882)
December 31, 2004         1,441         5,606       (56,675)      (60,840)
March 31, 2005            1,673         5,838       (54,691)      (58,856)
June 30, 2005             1,719         5,884       (54,218)      (58,383)
</TABLE>
<PAGE>
As previously reported in the notes to the Company's consolidated financial
statements for the year ended December 31, 2004, the portion of Note 1, Major
Accounting and Reporting Policies, related to Other Comprehensive Loss, has been
corrected below to reflect this prior period adjustment:

<TABLE>
<CAPTION>
(in  thousands)                                    2004        2003        2002
- ---------------                                 ---------   ---------   ---------
<S>                                             <C>         <C>         <C>
AS REVISED:

Minimum pension liability                       $(107,281)  $(103,741)  $(113,109)
   Tax benefit on minimum pension liability        39,083      37,761      41,171
                                                ---------   ---------   ---------
Minimum pension liability, net of tax benefit     (68,198)    (65,980)    (71,938)
Cumulative translation adjustment                   7,358      (2,902)    (13,708)
                                                ---------   ---------   ---------
Total accumulated other comprehensive loss      $ (60,840)  $ (68,882)  $ (85,646)
                                                =========   =========   =========
</TABLE>
<PAGE>
ATTACHMENT C (RELATES TO QUESTION 3)

********************************************************************************

Planned disclosure addition to the Company's Annual Report on Form 10-K for the
year ended December 31, 2005:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   MAJOR ACCOUNTING AND REPORTING POLICIES

PRIOR YEAR RECLASSIFICATIONS AND CORRECTIONS

As previously disclosed in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2005, the Company recorded a prior period
adjustment during the third quarter of 2005. This prior period adjustment is
described below.

During 2002, the Company recorded in Other Comprehensive Loss a tax benefit of
$4.165 million related to exercises of stock options. During the third quarter
2005, the Company reclassified this $4.165 million tax benefit from Other
Comprehensive Loss to Additional Paid-In Capital within Shareholders' Investment
as required by Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees." This reclassification, which is a correction of a prior
error, had no net impact on the Company's results of operations, financial
position, or cash flows. This reclassification has been reflected in the
Consolidated Balance Sheets and Consolidated Statements of Shareholders'
Investment presented herein for December 31, 2005 and December 31, 2004.

Related to this reclassification, the following prior period adjustments have
been made to the Company's Consolidated Statements of Shareholders' Investment
and Consolidated Balance Sheets:

<TABLE>
<CAPTION>
                             Additional              Accumulated Other
                          Paid-In Capital            Comprehensive Loss
                     -------------------------   -------------------------
Balance at,          As originally               As originally
(amounts in 000's)      reported     Corrected      reported     Corrected
- ------------------   -------------   ---------   -------------   ---------
<S>                  <C>             <C>         <C>             <C>
December 31, 2002        $  523        $4,688      $(81,481)     $(85,646)
December 31, 2003           840         5,005       (64,717)      (68,882)
December 31, 2004         1,441         5,606       (56,675)      (60,840)
</TABLE>
<PAGE>
As previously reported in the notes to the Company's consolidated financial
statements for the year ended December 31, 2004, the portion of Note 1, Major
Accounting and Reporting Policies, related to Other Comprehensive Loss, has been
revised below to reflect this prior period adjustment:

<TABLE>
<CAPTION>
(in  thousands)                                    2004        2003        2002
- ---------------                                 ---------   ---------   ---------
<S>                                             <C>         <C>         <C>
AS REVISED:

Minimum pension liability                       $(107,281)  $(103,741)  $(113,109)
   Tax benefit on minimum pension liability        39,083      37,761      41,171
                                                ---------   ---------   ---------
Minimum pension liability, net of tax benefit     (68,198)    (65,980)    (71,938)
Cumulative translation adjustment                   7,358      (2,902)    (13,708)
                                                ---------   ---------   ---------
Total accumulated other comprehensive loss      $ (60,840)  $ (68,882)  $ (85,646)
                                                =========   =========   =========
</TABLE>

ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company accounts for stock options utilizing the intrinsic value method in
accordance with the provisions of Accounting Principles Board Opinion ("APB")
25, "Accounting for Stock Issued to Employees" ("APB 25"), and related
interpretations. Accordingly, no compensation expense has been recognized for
the option plans because the exercise prices of the stock options equal the
market prices of the underlying stock on the dates of grant. However, the
Company obtains income tax benefits related to certain exercises of
non-qualified stock options by the recipients of the options. The Company is
usually entitled to a deduction for income tax purposes of the amount that a
recipient reports as ordinary income, and the deduction is allowed to the
Company in the year in which the amount is included in the gross income of the
recipient. Since the Company does not record any compensation expense for its
stock options plans under APB 25, no related income tax expense is recognized by
the Company for financial reporting purposes. However, since these income tax
deductions do reduce the Company's ultimate tax liability, they are added to
Additional Paid-In Capital when deducted by the Company for income tax purposes.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
