Accounting Research ManagerTM

SEC Disclosures ChecklistTable of Contents

How to Use the SEC Disclosures Checklist Checklist as of December 31, 2008

This SEC Disclosures Checklist is for financial statements included in SEC 1934 and 1933 Act domestic filings, such as the financial statements in a Form 10-K or S-1. This checklist addresses SEC requirements incremental to U.S. GAAP and supplements the U.S. GAAP – General Disclosures checklist. The SEC Form 10-Q checklist and the Sarbanes-Oxley mandated requirements checklist are separate.

This checklist prompts you with questions on SEC disclosure requirements that are incremental to U.S. GAAP. The checklist is organized by accounting topic and provides background material, references, and LINKS to the referenced source material in Accounting Research Manager’sTM SEC Practice. The checklist also provides a column for you to note that the disclosure requirements have been met and to enter a workpaper reference. The completed checklist can be placed in annual or quarterly workpapers to provide support for your review and compliance procedures.

This checklist is designed primarily for domestic registrants.

“Smaller reporting companies” as the SEC has defined this term in Item 10(f)(1) of Regulation S-K generally means a company that has a public float of less than $75 million or, if a company does not have a calculable public equity float, having revenues of less than $50 million in the last fiscal year. Such companies have scaled disclosure and reporting requirements. The concept of smaller reporting companies was finalized on February 4, 2008, and replaces the concept of “small business issuers” that the SEC previously used. The SEC has issued the following two resources for smaller reporting companies on the transition to the new rules (both available on Accounting Research Manager):

Smaller Reporting Company Compliance and Disclosure Interpretations ; and Changeover to the SEC’s New Smaller Reporting Company System by Small Business Issuers and Non-

Accelerated Filer Companies: A Small Entity Compliance Guide.

- 1 –© 2008 CCH INCORPORATED. All Rights Reserved.A WoltersKluwer Business.

Accounting Research ManagerTM

SEC Disclosures ChecklistTable of Contents

TABLE OF CONTENTS

A GENERAL DISCLOSURES................................................................................................................................................................................. 51. Introduction..................................................................................................................................................................................................... 52. Financial Statements and Reporting Periods.................................................................................................................................................. 53. Change in Reporting Periods.......................................................................................................................................................................... 54. Financial Reporting Presentation.................................................................................................................................................................... 6

B CASH................................................................................................................................................................................................................ 17C ACCOUNTS AND NOTES RECEIVABLE......................................................................................................................................................... 17D FINANCIAL INSTRUMENTS............................................................................................................................................................................. 19E INVENTORY..................................................................................................................................................................................................... 24F OTHER INVESTMENTS................................................................................................................................................................................... 26G FIXED ASSETS, REPAIRS AND MAINTENANCE, AND DEPRECIATION......................................................................................................31H INTANGIBLE ASSETS AND AMORTIZATION................................................................................................................................................. 32I ACCOUNTS AND NOTES PAYABLE............................................................................................................................................................... 33J DEBT AND GUARANTORS OF DEBT.............................................................................................................................................................. 34K LEASES............................................................................................................................................................................................................ 36L INCOME TAXES............................................................................................................................................................................................... 37M COMMON STOCK, PREFERRED STOCK, AND MINORITY INTERESTS......................................................................................................39

1. COMMON STOCK AND NONREDEEMABLE PREFERRED STOCK..........................................................................................................392. MINORITY INTERESTS............................................................................................................................................................................... 413. MANDATORILY REDEEMABLE PREFERRED STOCK.............................................................................................................................. 414. SUBORDINATED DEBT............................................................................................................................................................................... 445. TERMINATED S CORPORATIONS............................................................................................................................................................. 44

- 2 –© 2008 CCH INCORPORATED. All Rights Reserved.A WoltersKluwer Business.

Accounting Research ManagerTM

SEC Disclosures ChecklistTable of Contents

6. LIMITED PARTNERSHIPS........................................................................................................................................................................... 447. DIVIDENDS.................................................................................................................................................................................................. 448. INCOME APPLICABLE TO COMMON STOCK............................................................................................................................................ 469. STOCK SUBSCRIPTIONS........................................................................................................................................................................... 4610. DISCOUNT ON SHARES............................................................................................................................................................................. 4711. OTHER......................................................................................................................................................................................................... 47

N REVENUE RECOGNITION............................................................................................................................................................................... 47O SHARE-BASED PAYMENT.............................................................................................................................................................................. 49P PENSION PLANS, OTHER POSTRETIRMENT PLANS, AND ESOPS............................................................................................................52Q BANKRUPTCY.................................................................................................................................................................................................. 53R BUSINESS COMBINATIONS............................................................................................................................................................................ 53S QUASI-REORGANIZATIONS........................................................................................................................................................................... 59T SUBSIDIARY’S OR DIVISION’S SEPARATE FINANCIAL STATEMENTS AND SEGMENTS.........................................................................60U RELATED PARTY TRANSACTIONS................................................................................................................................................................ 62V RESTRUCTURING AND IMPAIRMENT CHARGES......................................................................................................................................... 64W QUARTERLY FINANCIAL DATA...................................................................................................................................................................... 66X CONSOLIDATION............................................................................................................................................................................................. 67Y COMMITMENTS AND CONTINGENCIES........................................................................................................................................................ 70Z DISCONTINUED OPERATIONS....................................................................................................................................................................... 73AA ACCOUNTING CHANGES........................................................................................................................................................................... 74BB NEW ACCOUNTING STANDARDS.............................................................................................................................................................. 76CC INTERIM DISCLOSURES............................................................................................................................................................................. 78DD FORM 10-K SCHEDULES............................................................................................................................................................................ 79

1. SCHEDULE I - CONDENSED FINANCIAL INFORMATION......................................................................................................................... 822. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS....................................................................................................................823. SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION...................................................................................................834. SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE......................................................................................................................... 835. SCHEDULE V - SUPPLEMENTAL INFORMATION CONCERNING PROPERTY-CASUALTY INSURANCE OPERATIONS.....................83

EE 1933 REGISTRATION STATEMENTS......................................................................................................................................................... 85FF INDUSTRY DISCLOSURES......................................................................................................................................................................... 92

1. Bank Holding Companies.............................................................................................................................................................................. 922. Regulated Industries..................................................................................................................................................................................... 943. Oil and Gas Companies................................................................................................................................................................................ 984. Registered Management Investment Companies....................................................................................................................................... 1035. Employee Stock Purchase, Savings, and Similar Plans.............................................................................................................................. 1036. Real Estate Entities..................................................................................................................................................................................... 1047. Casinos/Hotels............................................................................................................................................................................................ 105

- 3 –© 2008 CCH INCORPORATED. All Rights Reserved.A WoltersKluwer Business.

Accounting Research ManagerTM

SEC Disclosures ChecklistTable of Contents

8. Food Retailers/Department Store Chains................................................................................................................................................... 1069. Insurance Companies................................................................................................................................................................................. 107

- 4 –© 2008 CCH INCORPORATED. All Rights Reserved.A WoltersKluwer Business.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

A GENERAL DISCLOSURES1. IntroductionThis questionnaire applies to the financial statements of publicly held entities (including entities with publicly traded debt) as well as privately held companies whose financial statements are being included in an SEC filing (e.g., as a result of a business combination or an Initial Public Offering [IPO].) Examples of 1933 Act filings are Forms S-1, S-3 and S-4; examples of 1934 Act filings are Forms 10-K and 10-Q.

If the financial statements are being prepared to be included in an SEC filing under Rules 3-05 (business acquired), 3-09 (equity investee), or in connection with an IPO, you will find this questionnaire helpful.

2. Financial Statements and Reporting Periods1. Will the company's financial statements be included in or incorporated by reference into a Securities and Exchange Commission 1933 or 1934 Act filing?

In SEC 1934 Act filings and 1933 Act filings, include audited consolidated balance sheets for the two most recent fiscal years and audited statements of income, cash flows, comprehensive income, and changes in shareholders' equity accounts for each of the latest three years, for the registrant and its predecessors. (See the definition of predecessor at Regulation C, Rule 405.)

Smaller reporting companies, as defined by Regulation S-K Item 10(f)(1), must include two years of audited balance sheets, statements of income, cash flows and changes in stockholders’ equity.

References: Regulation S-X, Rules 3-01, 3-02, 3-04 and 8-02

3. Change in Reporting Periods1. Has the company changed its fiscal year?

When an entity changes its reporting periods, the following should be presented: 1. If the income statement presents a full year, disclosure of summarized financial

information for the short (transition) period; 2. If the income statement presents a short (transition) period, disclosure of summarized

financial information for the full year ended with the balance sheet date;3. If the registrant has changed its fiscal year, the financial statements for the current period

- 5 –© 2008 CCH INCORPORATED. All Rights Reserved.A WoltersKluwer Business.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

must cover a period of at least nine months; and 4. Comparative statements must cover full twelve month periods for all prior years

presented.

For fiscal year-end change, see FRR No. 35 for financial statements required.

References: FRR No. 35-102.5; Regulation S-X, Rule 3-06Table of Contents Link

4. Financial Reporting Presentation4.1 Balance Sheet

1. Is the company a nonbank entity?

For Banking Entities, go to the questions for BankHolding Companies

The following balance sheet line items should appear on the face or the balance sheet or in related notes unless: The amount which would otherwise be required to be shown is not material. (Refer to

Staff Accounting Bulletin (SAB) Topic 1, “Financial Statements,” (SAB 99) (Topics 1M1 and 1M2) for an understanding of the meaning of material;

The items and conditions are not present; Specialized industry practices require otherwise (see INDUSTRY DISCLOSURES); or Other generally accepted terminology is appropriate.

1. Cash and cash items 2. Marketable securities 3. Accounts and notes receivable 4. Allowances for doubtful accounts and notes receivable 5. Unearned income 6. Inventories 7. Prepaid expenses 8. Other current assets 9. Total current assets10. Securities of related parties 11. Indebtedness of related parties - not current 12. Other investments 13. Property, plant and equipment 14. Accumulated depreciation, depletion, and amortization of property, plant and equipment 15. Intangible assets

- 6 –© 2008 CCH INCORPORATED. All Rights Reserved.A WoltersKluwer Business.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

16. Accumulated depreciation and amortization of intangible assets 17. Other assets 18. Total assets 19. Accounts and notes payable 20. Other current liabilities 21. Total current liabilities 22. Bonds, mortgages and other long-term debt, including capitalized leases 23. Indebtedness to related parties - noncurrent 24. Other liabilities 25. Commitments and contingent liabilities 26. Deferred credits 27. Minority interests in consolidated subsidiaries 28. Preferred stocks subject to mandatory redemption requirements or whose redemption is

outside the control of the issuer (See Regulations S-X, Rule 5-02-28 for additional disclosures required.)

29. Preferred stocks which are not redeemable or are redeemable solely at the option of the issuer

30. Common stocks 31. Other stockholders' equity 32. Total liabilities and stockholders' equity

References: Regulation S-X, Rules 4-01, 02, and 03 and Rules 5-01 and 5-02 and 8-01 Note 6

2. Does the company have current assets that are not separately identified on the balance sheet (e.g., 'other current assets')?

State separately on the balance sheet or in a note, any other current asset amounts in excess of 5% of total current assets.

For purposes of this requirement, other current assets are defined as current assets other than cash and cash equivalents, marketable securities, receivables (net of allowances), deferred credits, unearned income, prepaid expenses, and inventory.

Reference: Regulation S-X, Rule 5-02-8

3. Does the company have

State separately on the balance sheet or in a note, any other noncurrent asset amounts in excess of 5% of total assets. Include an explanation of any significant additions or deletions

- 7 –© 2008 CCH INCORPORATED. All Rights Reserved.A WoltersKluwer Business.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

noncurrent assets that are not separately identified on the balance sheet (e.g., 'other noncurrent assets')?

and the policy for deferral and amortization of any significant deferred charges.

For purposes of this requirement, other noncurrent assets are defined as noncurrent assets other than related party securities and indebtedness, other noncurrent investments (e.g., marketable securities), fixed assets (net of accumulated depreciation) and intangible assets (net of accumulated amortization).

Reference: Regulation S-X, Rule 5-02-17

4. Does the company have an allowance for loan losses?

Present the allowance as a reduction of the carrying amount of the related balance sheet item. The allowance for loan losses should not include amounts provided for losses on financial instruments that are not classified as loans. Also, the liability for guarantees should be classified separately from the allowance for loan losses.

Reference: Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IIP2 Allowance for Loan Losses – Financial Statement Presentation

5. Does the company have current liabilities that are not separately identified on the balance sheet (e.g., 'other current liabilities')?

State separately in the balance sheet or in a note, any other current liability amounts in excess of 5% of total current liabilities. (Such items may include accrued payroll, accrued interest, taxes, current portion of deferred income taxes, and current portion of long-term debt).

Reference: Regulation S-X, Rule 5-02-20

6. Does the company have noncurrent liabilities that are not separately identified on the balance sheet (e.g., ‘other noncurrent

State separately in the balance sheet or in a note any other noncurrent liability amounts in excess of 5% of total liabilities.

For purposes of this requirement, other noncurrent liabilities are defined as noncurrent liabilities other than long-term debt, capital lease liabilities, related party indebtedness, deferred credits, contingent liabilities, and minority interests.

Reference: Regulation S-X, Rule 5-02-24

- 8 –© 2008 CCH INCORPORATED. All Rights Reserved.A WoltersKluwer Business.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

liabilities’)?7. Has the company changed its classification of loan receivables (e.g., from held-for-sale to held-for-investment)?

The SEC staff believes that management should make a positive assertion regarding its ability and intent to hold or sell loan receivables and classify them accordingly. When management makes a change in its assessment resulting in a reclassification, sufficient and transparent disclosure should be provided regarding this decision.

SEC Speech Carpenter 20078. Does the company have assets or liabilities subject to the guidance in Statement 157?

FASB Statement No. 157, Fair Value Measurements, applies in various applications when a company measures fair value. The SEC staff believes that companies should explain why it has changed how it determines fair value when that change goes from a Level 2 to a Level 3 measurement as those terms are used in Statement 157. For example, companies should consider disclosing the types of instruments reclassified and the nature of the inputs no longer observable.

In late March 2008, the SEC staff issued guidance in the form of a sample letter to public companies regarding suggested disclosures in MD&A on the application of Statement 157. Companies that have assets or liabilities (e.g., asset backed securities, derivatives, etc.) covered by Statement 157 should consider the guidance in this release. The guidance includes commentary on reporting on Form 10-Q. The SEC staff issued further guidance in September 2008 with another sample letter to public companies regarding disclosures in MD&A relating to Statement 157. Further, the staffs of the SEC and FASB issued guidance on fair value accounting in a press release dated September 30, 2008. Subsequently, on October 10, 2008, FASB Staff Position 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active, was issued that refers to these letters and press release adding further support for this guidance.

While much of the disclosures noted above should be contained in MD&A, registrants should ensure that their financial statement footnote disclosure is consistent with such disclosure and those required by Statement 157, as amended.

References: SEC Speech Hunsaker 2007, Sample Letters Dated March 2008 and September 2008 Sent to Public Companies Regarding the Application of Statement 157, FASB FSP 157-3, Press Release dated September 30, 2008— SEC Office of the Chief

- 9 –© 2008 CCH INCORPORATED. All Rights Reserved.A WoltersKluwer Business.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Accountant and FASB Staff Clarifications on Fair Value Accounting, December 2008 Hunsaker presentation “Fair Value: Best Practices for MD&A Disclosures”; SEC Speech Carr December 8, 2008

Table of Contents Link

4.2 Income Statement

1. Is the company a nonbank entity?

For Banking Entities, go to the questions for BankHolding Companies

The following income statement line items should appear on the face of the income statement, or in related notes as indicated, unless: An amount that would otherwise be required to be shown is not material. (Refer to SAB

99 (Topics 1M1 and 1M2); together with SAB Topic 1N, (SAB 108); for an understanding of the meaning of material

The items and conditions are not present; or Specialized industry practices require otherwise (see INDUSTRY DISCLOSURES):

1. Net sales and gross revenues. State separately: a. Net sales of tangible products; b. Operating revenues of public utilities and others; c. Income from rentals; andd. Revenues from services.

2. Other revenues. Revenue classes that are not more than 10% of total revenues may be combined with other classes and related costs treated similarly. Also, parenthetically or otherwise, amounts of excise taxes included in revenues if in excess of 1% of total revenues.

3. Costs and expenses applicable to sales and revenues. State separately: a. Cost of tangible goods sold (merchandisers must include occupancy and

buying costs); b. Operating expenses of public utilities or others; c. Expenses applicable to rental income; d. Cost of services; and e. Expenses applicable to other revenue.

4. Other operating costs and expenses—stating separately any material amounts not included under 3 above.

5. Selling, general and administrative expenses. 6. Provision for doubtful accounts and notes. 7. Other general expenses - stating separately any material amounts not normally included

- 10 –© 2008 CCH INCORPORATED. All Rights Reserved.A WoltersKluwer Business.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

in 6 above.8. Non-operating income. State separately in the income statement or note thereto:

a. Dividends; b. Interest on securities; c. Profits on securities (net of losses); and d. Miscellaneous other income. Material amounts included under

miscellaneous other income, separately stated in the income statement or notes thereto, indicating clearly the nature of the transactions out of which the items arose.

9. Interest and amortization of debt discount expense. 10. Non-operating expenses. State separately in the income statement or note:

a. Losses on securities (net of profits); and b. Miscellaneous income deductions. Material amounts included under

miscellaneous income deductions, separately stated in the income statement or notes, indicating clearly the nature of the transactions out of which the items arose.

11. Income or loss before income tax expense and appropriate items below. 12. Income tax expense. 13. Minority interest in income of consolidated subsidiaries. 14. Equity in earnings of unconsolidated subsidiaries and 50% or less owned persons (and

the amount of dividends received from such persons.) 15. Income or loss from continuing operations. 16. Discontinued operations. 17. Income or loss before extraordinary items and cumulative effects of changes in

accounting principles. 18. Extraordinary items, less applicable tax. 19. Cumulative effects of changes in accounting principles. 20. Net income or loss. 21. Income or loss applicable to common stock must be reported on the face of the income

statement if materially different (normally 10% or more) from net income or loss (SAB Topic 6B).

22. Earnings per share data.

References: Regulation S-X, Rules 4-01, 02, and 03 , Rules 5-01 and 5-03, and SAB Topic 6B

- 11 –© 2008 CCH INCORPORATED. All Rights Reserved.A WoltersKluwer Business.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

2. Has the company received subsidies or grants during the year?

Subsidies must be presented as a separate line item within the income statement.

Reference: SAB Topic 11A

3. Does the company have common stock that is convertible into another class of common and has it considered the presentation effect on EPS?

When one class of common is convertible into another class of common, FASB Statement No. 128, Earnings per Share, requires the use of the two-class method of computing EPS in certain circumstances, namely, when there is more than one class of common stock and the classes have different dividend rates or when there are other securities that have a right to participate in dividends with common stock. EITF Issue No. 03-6, “Participating Securities and the Two-Class Method under FASB Statement No. 128,” provides computational guidance.

The SEC staff believes that for diluted EPS, a company with two classes of common stock must actually present both a basic and diluted earnings per share number for each class of common stock regardless of conversion rights.

References: EITF Issue 03-6; FASB Statement 128, paragraphs 60 and 61; SEC Speech, Cole 2006 4.3 Cash Flow Statement

1. What method does the company use to present cash flows from operating activities?

SEC staff prefers the direct method of presenting cash flows from operating activities.

Reference: SEC Speech, Nicolaisen 2003

2. Does the company have cash receipts from the sale of goods or services?

The SEC staff reminded registrants that FASB Statement No. 95, Statement of Cash Flows, provides that cash receipts from sales of goods or services are operating cash flows. The staff indicated that this classification is required regardless of whether those cash flows result from the collection of the receivable from the customer or the sale of the receivable to others.

References: SEC Staff Sample Comment Letter to Registrants on Statement of Cash Flow; Current Accounting and Disclosure Issues in the Division of Corporation Finance, 12/1/05, IIC1, Statement of Cash Flows - Classification of Cash Receipts from Inventory Sales

- 12 –© 2008 CCH INCORPORATED. All Rights Reserved.A WoltersKluwer Business.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

3. Has the company reorganized in bankruptcy and entered into an agreement with the Pension Benefit Guaranty Corporation (PBGC)?

The PBGC is a federally created corporation that guarantees payment to plan participants of certain pension benefits under defined benefit plans should the plan sponsor be unable to fulfill its obligation. The agreements with PBGC typically require that payments be made by the registrant at, and/or subsequent to, emergence from bankruptcy for the defined benefit plans that were assumed by the PBGC. The cash outflows to the PBGC should be classified as an operating activity as the agreement with the PBGC does not change the substance of the activity for which cash is being paid. The cash outflow to the PBGC should not be classified as a financing activity. Also, these cash outflows should continue to be classified as an operating activity, even if the company is required to apply “fresh start reporting” upon emergence from bankruptcy.

Reference: Current Accounting and Disclosure Issues in the Division of Corporation Finance, 12/1/05, IIC2, Statement of Cash Flows - Classification of Payments Related to Settlement of Pension Liabilities

4. Does the company have cash flows from discontinued operations?

FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, is silent on the presentation of discontinued operations in the cash flow statement. However, at the December 2005 AICPA National Conference on current SEC and PCAOB Developments, the SEC staff observed that Statement 95 makes it clear that although separate disclosure of cash flows related to discontinued operations is not required, separate disclosure is permitted so long as those separate cash flows are presented in conformity with the basic requirements of Statement 95 and are presented consistently for all periods.

If a company chooses to separately present cash flows from discontinued operations, the staff observed that the presentation should discretely report the operating, investing and financing cash flows from those discontinued operations by category. Both of the following presentations would be appropriate under Statement 95: Separately identifying cash flows from discontinued operations within each category of

the cash flow statement – operating, investing and financing; or Separately identifying operating, investing and financing cash flows from discontinued

operations within a separate section of the cash flow statement.

It would not be appropriate to aggregate all cash flows from discontinued operations within a single line item, either as a separate category or within an existing category, such as operating cash flows.

- 13 –© 2008 CCH INCORPORATED. All Rights Reserved.A WoltersKluwer Business.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

The SEC staff also believes that if a company is reporting cash flows using the indirect method under Statement 95, the reconciliation should begin with “net income” not “income from continuing operations.”

References: Division of Corporation Finance presentation at the 2005 AICPA National Conference on Current SEC and PCAOB Developments, Slides 22-25; AICPA CPCAF Alert 98, SEC Staff Position Regarding Changes to the Statement of Cash Flows Relating to Discontinued Operations; Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IIC1, Statement of Cash Flows – Discontinued Operations

5. Does the company have cash flows from financing inventory purchases from a subsidiary of the supplier (referred to as floor plan financing) or from an unaffiliated financing source?

In some industries, it is common for a company to finance its inventory purchases under arrangements referred to as “floor plan financing.” Often, the floor plan financing is provided by the finance subsidiary of the supplier (e.g., the finance arm of an automobile manufacturer.) Typically the finance subsidiary obtains a lien against the company’s inventory, remits cash to the manufacturer (its parent or sister entity) for the company’s purchase of the inventory, and receives cash from the company (generally when the company sells the merchandise to its customers).

Financing from a Subsidiary of the Supplier

The SEC staff observed that floor plan arrangements with suppliers are operating activities, consistent with the guidance in paragraph 23 of Statement 95. The company would report the initial financing as an increase to inventory and trade loans within operating activities; correspondingly, repayment of trade loans is an operating cash outflow.

Financing from an Unaffiliated Third Party

Floor plan financing can also be arranged through a lender that is not related to the supplier. Even though the arrangement is substantively the same as an arrangement with the supplier’s finance subsidiary, the use of a third party lender alters the classification of the arrangement within the cash flow statement. The statement of cash flows would report the purchase of inventory as an operating cash outflow, the loan as a financing cash inflow, and the repayment of the loan as a financing cash outflow.

Reference: Division of Corporation Finance presentation at the 2005 AICPA National Conference on Current SEC and PCAOB Developments, Slides 27-29

- 14 –© 2008 CCH INCORPORATED. All Rights Reserved.A WoltersKluwer Business.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

6. Does the company have cash flows from insurance proceeds?

The SEC staff observed that a company should report cash flows from insurance proceeds based on the nature of the insurance coverage, not based on the intended use of proceeds.

If the insurance proceeds are for business interruption, then the company should report the cash flow under operating activities.

If the insurance proceeds are for property damage or loss, the cash flow depends on the nature of the property. For example, insurance proceeds for owned property or property covered by a capital lease would be reported as investing cash inflow. In contrast, proceeds related to property covered by an operating lease or inventory would be reported as operating cash inflow.

References: Division of Corporation Finance presentation at the 2005 AICPA National Conference on Current SEC and PCAOB Developments, Slides 31 -32; Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IIC2, Statement of Cash Flows – Insurance Proceeds

7. Does the company have cash flows from loans held-for-sale transactions?

The SEC staff observed that the classification of cash flows arising from loans and trade receivables depends on whether the loan or receivable: Resulted from the sale of the company’s goods or services or from other activities; or Was acquired for resale or for investment.

Operating cash flows result from the: Sale of short- and long-term notes receivable from customers arising from sales of goods

or services; and Acquisition and sale of loans that are acquired specifically for resale, are classified as

held for sale (either initially or upon later transfer to that category) and are carried at the lower of cost or market.

Investing cash flows, on the other hand, arise when: Manufacturing companies acquire loans with the intention of holding them for the

foreseeable future. These are not loan or trade receivables resulting from the sale of inventory to company customers; and

Finance companies acquire loans with the intention of holding them for the foreseeable future.

Reference: Division of Corporation Finance presentation at the 2005 AICPA National Conference on Current SEC and PCAOB Developments, Slides 40-41

- 15 –© 2008 CCH INCORPORATED. All Rights Reserved.A WoltersKluwer Business.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

8. Does the company have cash flows from interests that continue to be held by the transferor in securitizations?

The SEC staff discussed the cash flow statement presentation for retained interests in securitizations.

When there is an exchange of loans or trade receivables for a retained interest, no cash inflows or outflows should be reported.

In contrast, when a company acquires loans or receivables for sale (classified as “available for sale securities”) for cash, receives cash when it securitizes those acquired loans, and then receives principal payments on retained interests: The acquisition of the loans or trade receivables is an operating cash outflow; The cash proceeds from the securitization of the acquired loans or trade receivables are

operating cash inflows; and The cash flows from principal payments on retained interests received as a result of this

securitization are operating cash flows only if the retained interest is accounted for like a trading security. Otherwise (i.e., if the retained interest is accounted for like available for sale or held to maturity securities), the principal payments would be classified as investing cash inflows.

Reference: Division of Corporation Finance presentation at the 2005 AICPA National Conference on Current SEC and PCAOB Developments, Slides 43-45

- 16 –© 2008 CCH INCORPORATED. All Rights Reserved.A WoltersKluwer Business.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Table of Contents Link

B CASH1. Does the company have restrictions on its cash?

Restricted Foreign CurrencyCash in one country may not be freely transferable to another country because of exchange control regulations or other reasons. If the restricted funds held in another country are significant, they should be segregated or disclosed in a caption or note. If the restricted funds cannot be (or are not intended to be) used for general business purposes in the country where they are located, such funds should be classified as noncurrent assets in a classified balance sheet.

Other Restricted FundsSignificant amounts of funds that are legally restricted in other ways also should be segregated or disclosed in a caption or note. Funds held in escrow, proceeds from loans restricted for specified purposes and reserve funds required under bond indentures are examples of such funds. If such funds are to be used to acquire noncurrent assets or to liquidate long-term liabilities, they should be classified as long term in a classified balance sheet. However, if funds are restricted for the payment of interest, current maturities of debt or other current liabilities, they should be classified as current.

Disclose the amount of cash and cash items restricted as to withdrawal or usage separately presented on the balance sheet (time deposits generally are not deemed restricted), the provisions of such restrictions, compensating balance amounts, and arrangements.

References: Regulations S-X, Rule 5-02-1 ; SAB Topic 6H ; FRR 203

2. Does the company have cash deposits in connection with repurchase agreements?

Disclose cash deposits in connection with repurchase agreements as restricted cash.

Reference: Regulation S-X, Rule 4-08(m) (1)(iii)

Table of Contents Link

C ACCOUNTS AND NOTES RECEIVABLE1. Does the company State separately on the face of the balance sheet, amounts receivable from:

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

have accounts and notes receivable?

1. Customers; 2. Related parties; 3. Underwriters, promoters and employees; and 4. Others. If total notes receivable exceed 10% of total receivables, state the above amounts for accounts receivable and notes receivable separately either on the face of the balance sheet or in the notes.

References: Regulation S-X, Rule 5-02-3(a) and (b)

2. Does the company have loans or other receivables covered by buyback provisions?

In a circumstance where the seller regains control of assets previously accounted for as sold under FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, the original balance sheet classification of the assets should be maintained when control over that asset is re-recognized by the transferor.

Reference: Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IIQ1. Loans and Other Receivables – Accounting for Loans or Other Receivables Covered by Buyback Provisions

3. Does the company have receivables from officer, directors, parents, or affiliates?

Certain receivables from officers, directors, the parent or affiliates must be shown as a deduction from stockholders’ equity. See SAB Topics 4E and 4G for details.

References: SAB Topic 4E and Topic 4G

4. Does the company have receivables due under long-term contracts?

State separately in the balance sheet or in a note to the financial statements the following amounts:

1. Balances billed but not paid by customers under retainage provisions in contracts.2. Amounts representing the recognized sales value of performance and such amounts that

had not been billed and were not billable to customers at the date of the balance sheet. Include a general description of the prerequisites for billing.

3. Billed or unbilled amounts representing claims or other similar items subject to uncertainty concerning their determination or ultimate realization. Include a description of the nature and status of the principal items comprising such amount.

4. With respect to (1) through (3) above, also state the amounts included in each item which are expected to be collected after one year. Also state, by year, if practicable, when the amounts of retainage (see (1) above) are expected to be collected.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

References: Regulation S-X, Rule 5-02-3(c); Rule 5-02-6(d) ; FRR 206

5. Does the company have allowances for doubtful accounts and (or) notes receivable?

State separately the amount of allowance for doubtful accounts and notes receivable.

Reference: Regulation S-X, Rule 5-02-4

Describe clearly and comprehensively the accounting policy for determining the amount of the allowance, including a description of the systematic analysis and procedural discipline applied.

Reference: Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IIP1. Allowance for Loan Losses - Disclosure

6. Does the company have a receivable relating to litigation settlement?

Describe the reason for a litigation settlement receivable and where the credit has been classified in the statement of operations and why.

Reference: SEC Speech, West 2007Table of Contents Link

D FINANCIAL INSTRUMENTS1. Does the company have derivative financial instruments and (or) derivative commodity instruments?

Describe the accounting policies used for these derivatives and the methods of applying these policies that materially affect the determination of financial position, cash flows, or results of operations including:

1. Accounting methods and types of instruments accounted for under each method;2. Criteria required to be met for each accounting method used;3. Accounting method used if the criteria specified above are not met;4. Accounting for terminations of hedging derivative instruments;5. Accounting for sale, extinguishment, or termination of hedged items, along with

accounting for derivatives designated to an anticipated transaction when that transaction is no longer likely to occur; and

6. Where and when derivative instruments and their related gains and losses are reported in the financial statements.

The accounting policy disclosure should distinguish between derivatives used in trading and non-trading activities.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Reference: Regulation S-X, Rule 4-08(n)

2. Does the company have derivatives that represent an economic hedge but do not qualify for hedge accounting under FASB Statement No. 133?

The SEC staff encourages registrants to disclose the following:1. Policy of how and where hedge effectiveness and ineffectiveness are recorded;2. The income statement caption that includes changes in the fair value of nonqualifying

hedges;3. The amount of changes in fair value of non-qualifying hedges; and4. The balance sheet classification of derivatives.The SEC staff observed that consistency of classification should be maintained from period-to-period. Also, the staff observed that if a company classifies changes in fair value of economic hedges (unrealized gains and losses) in a single line item such as “risk management activities,” the company should not reclassify realized gains and losses (the periodic or final cash settlements from these economic hedges) in the period realized out of risk management activities and into revenue or expense lines associated with the related exposure.

References: SEC Speech, Faucette, 2003; Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IIM3, Issues Associated with SFAS 133, Accounting for Derivative Financial Instruments and Hedging Activities - Financial Statement Presentation and Disclosure

3. Does the company have residential loan commitments arising from the origination of mortgage loans (interest rate lock commitments)?

The SEC staff believes that the fair value of written loan commitments accounted for as derivative instruments (or otherwise measured subsequently at fair value through earnings under paragraph 16 of FASB Statement 133 or the fair value election of FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities) should consider the expected future cash flows related to the associated servicing of the loan.

This issue is addressed in SEC Staff Accounting Bulletin (SAB) Topic 5DD, "Miscellaneous Accounting -- Written Loan Commitments Recorded at Fair Value Through Earnings" (SAB 109). Question 1 of SAB Topic 5DD was amended by SAB 109 on November 5, 2007, to apply prospectively to derivative loan commitments issued or modified in fiscal quarters beginning after December 15, 2007.

Before the issuance of SAB 109, the SEC staff had concluded in SAB 105, “Loan Commitments Accounted for as Derivative Instruments,” that the fair value of loan commitments accounted for as derivative instruments should not consider expected future cash flows related to the

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

associated servicing of the loan.

References: SAB Topic 5DD. SAB 109, SAB 105

4. Does the company have repurchase and (or) reverse repurchase securities transactions?

If the repurchase or reverse repurchase assets exceed 10% of total assets, disclose the following:Repurchase agreements1. The aggregate amount of liabilities incurred as a result of the repurchase agreement,

including accrued interest payable;2. The carrying amount, market value of the assets sold under the repurchase agreement, and

the repurchase liability, in a table segregated as to type of security or asset sold, by the following maturities-

a. Overnight;b. Term up to 30 days;c. Term of 30 to 90 days;d. Term over 90 days; and e. Demand.

3. If the amount at risk under repurchase agreements exceeds 10% of stockholders’ equity, disclose –

a. The name of each counterparty;b. The amount at risk with each; andc. The weighted average maturity of the repurchase agreements with each.

Reverse repurchase agreements:1. Disclose the amount of the reverse repurchase agreements separately in the balance sheet;2. The policy for taking possession of securities or other assets purchased under agreement to

resell;3. Whether or not there are any provisions to ensure that the market value of the underlying

assets remains sufficient to protect the company in case of default, and the nature of these provisions;

4. If the amount at risk under repurchase agreements exceeds 10% of stockholders’ equity, disclose –

a. The name of each counterparty;b. The amount at risk with each; andc. The weighted average maturity of the repurchase agreements with each.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Reference: Regulation S-X, Rule 4-08(m)

5.Does the company have interests that continue to be held related to a sale or securitization of financial assets?

Disclose fair values and the significant assumptions used to estimate fair value, at the balance sheet date for new and retained interests that are financial. The SEC staff requires this information and the disclosure of the company’s assumptions regarding defaults, prepayments, and discount rates. See also discussion and references above in Question 8, General Disclosures, Financial Reporting Presentation, Balance Sheet.

On January 8, 2008, the SEC staff issued financial statement disclosure guidance for registrants that have transferred subprime adjustable rate mortgage loans to a Qualifying Special-Purpose Entity (as defined in FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities). Registrants that have made such transfers should carefully review the disclosure guidance by the SEC staff.

In addition, on December 11, 2008, the FASB issued FASB Staff Position (FSP) 140-4 and FIN 46R-8, Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities. Registrants should review the guidance therein and make appropriate disclosures.

Reference: EITF Topic D-69 , Conrad Hewitt Letter Dated January 8, 2008, FSP 140-4 and FIN 46R-8

6.Did the company sell financial assets that are not securitizations?

The company should disclose significant assumptions used to estimate the fair value of those instruments. These include assumptions on: Defaults; Prepayments; and Discount rates.

Reference: EITF Topic D-69

7.Has the company purchased structured-note securities?

The accounting for structured-note securities that were issued in combination with other structured-note securities as a unit or a pair is addressed by EITF Issue No. 98-15, “Structured Notes Acquired for a Specified Investment Strategy.” In that issue, the EITF observed that the following indicators should be considered for purposes of identifying whether two securities should be viewed as being purchased for a specified investment strategy and thus included

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

within the scope of this Issue. All of these indicators are not required to exist in order for the securities to be accounted for as a unit. Judgment is required in reaching a determination.

1. The two securities are related in that their fair values will move in opposite directions based on changes in interest rates on a specified date, or after a specified period after issuance. The fair value changes may be caused by a change in the couple interest rate of the two securities or by altering the maturities of the securities.

2. The two securities are issued contemporaneously and in contemplation of one another or are issued separately but the terms for their remaining lives are described in (a).

3. The two securities are issued by the same counterparty and/or the same issuer (or issued by different issuers but structured through an intermediary).

4. The two securities were purchased by the investor for the sole purpose of achieving a desired accounting result, and the transactions considered individually would serve no valid business purpose or would not be entered into otherwise.

SEC registrants who have purchased structured notes on or prior to September 24, 1998 that have not been accounted for as a unit (that is, in accordance with Issue 98-15) or as trading securities, and that have not restated their financial statements to conform the accounting to that described in Issue 98-15 should disclose the following. In all financial statements issued after September 24, 1998, the registrant should disclose the impact on earnings for all periods presented and cumulatively over the life of the instruments had the registrant accounted for the instruments as a unit.

Reference: EITF 98-15

8. Does the company have loans receivable held-for-sale?

The staff recommended that the company consider the need for clarifying disclosure that: Identifies the amount of loans/receivables held-for-sale; Explains how it determines which loans/receivables are initially accounted for as held

for sale or are later transferred to the held for sale classification; Describes the method it uses to determine the lower of cost or fair value for

loans/receivables held-for-sale; and Reconciles the changes in loans/receivables held for sales balances to the amounts

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

presented in the consolidated statement of cash flows.

References: Division of Corporation Finance presentation at the 2005 AICPA National Conference on Current SEC and PCAOB Developments, Slide 38; Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IIQ4, Loans and Other Receivables – Loans Held for Sale

9. Does the company have financial instruments that include features indexed to the company’s own stock?

The SEC staff encouraged companies to identify and disclose all embedded derivative features of financial instruments that include features indexed to the company’s own stock. The staff also observed that companies should explicitly state why or why not the embedded derivatives are accounted for at fair value.

References: Division of Corporation Finance presentation at the 2005 AICPA National Conference on Current SEC and PCAOB Developments, Slide 121; Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IIB, Classification and Measurement of Warrants and Embedded Conversion Features

Table of Contents Link

E INVENTORY1. Does the company have inventory?

State separately the amounts of the major classes of inventories, such as, finished goods, costs related to long-term contracts, work in process, raw materials and supplies.

Reference: Regulation S-X, Rule 5-02-6(a)

State the basis of determining the amounts of major classes of inventories. Describe the nature of cost elements included in inventory and the method by which amounts are removed from inventory. If any general and administrative costs are included in inventory, state in a note the aggregate amount incurred in each period and the actual or estimated amount remaining in inventory at the date of each balance sheet (see Rule).

References: Regulation S-X, Rule 5-02-6(b) , SEC Speech, McGrath 2006

2. Does the company value inventory on a LIFO basis?

If the method of calculating a LIFO inventory does not allow for the practical determination of amounts assigned to major classes of inventory, the amounts of those classes may be stated under cost flow assumptions other than LIFO. Show the excess of the total amount over the

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

aggregate LIFO amount as a deduction to arrive at the amount of the LIFO inventory.

Reference: Regulation S-X, Rule 5-02-6(a)

Disclose the amount and basis for determining the excess of replacement or current cost over stated LIFO value, if material

References: Regulation S-X, Rule 5-02-6(c); and FRR 205.02(c)

Disclose material income from LIFO liquidation, including the effect on income of the liquidation of LIFO layers and the amount of any provision for temporary liquidation.

Reference: SAB Topic 11F

3. Does the company have long-term contracts or programs that give rise to material amounts of inventories?

For all long-term contracts or programs, the following information, if applicable, should be disclosed in a note to the financial statements:

1. The aggregate amount of manufacturing or production costs and any related deferred costs (e.g., initial tooling costs) that exceeds the aggregate estimated cost of all in-process and delivered units on the basis of the estimated average cost of all units expected to be produced under long-term contracts and programs not yet complete. Also, disclose the portion of such amount, which would not be absorbed in cost of sales based on existing firm orders at the latest balance sheet date.

2. If practicable, disclose the amount of deferred costs by type of cost (e.g., initial tooling, deferred production, etc.).

3. The aggregate amount representing claims or other similar items subject to uncertainty concerning their determination or ultimate realization, and include a description of the nature and status of the principal items comprising such aggregate amount.

4. The amount of progress payments netted against inventory at the date of the balance sheet.

Reference: Regulation S-X, Rule 5-02-6(d)

4. Does the inventory serve as collateral under a borrowing arrangement?

Inventory may serve as collateral under a borrowing arrangement. For example, many revolving lines of credit and asset-based financing agreements provide the lender with a lien against inventory. Identify the type and dollar amount of inventory serving as collateral and the obligation collateralized.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Reference: Regulation S-X, Rule 4-08(b)

5. Does the company have inventory markdowns associated with a decision to exit or restructure an activity?

The SEC staff believes, as documented in EITF Issue No. 96-9, “Classification of Inventory Markdowns and Other Costs Associated with a Restructuring,” that inventory markdowns resulting from a decision to exit an activity or restructuring should be classified in the income statement as a component of cost of goods sold.

Reference: EITF 96-9Table of Contents Link

F OTHER INVESTMENTS1. Does the company have investments in current and noncurrent marketable securities?

Disclose the basis of the carrying value of current and noncurrent security investments, other than investments in marketable equity securities, together with alternative of total cost or market value at the balance sheet date.

References: Regulation S-X, Rules 5-02-2 and 5-02-12

2. Does the company have "other-than-temporary" declines in the value of its investments?

For individual securities classified as either available for sale or held to maturity and for nonmarketable equity securities, the company should determine whether a decline in fair value below cost basis is other than temporary. Staff Accounting Bulletin Topic 5M, “Miscellaneous Accounting — Other Than Temporary Impairment of Certain Investments in Debt and Equity Securities,” (SAB 59) defines other than temporary differently from “permanently impaired.” If the decline is other than temporary, the investment must be written down to fair value and a loss recognized in the income statement. The SEC staff noted that the following factors are examples of indicators that a decline in value is other than temporary:

The extent and length of time over which the market value has been less than cost, for which the informal guideline is six to nine months;

The financial condition and near-term prospects of the issuer, including events that may impair the earnings potential of the investment; and

The ability and intent of the holder to keep the investment for a period sufficient to allow for an anticipated recovery in market value.

The staff expects that companies will employ a systematic methodology that includes the documentation of factors considered.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

For all investments in an unrealized loss position for which other-than-temporary impairments have not been recognized, the registrant should make the following disclosures in its annual financial statements. The investments should be aggregated by category of investment in tabular form and segregated by those investments that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 months or longer:1. The aggregate amount of unrealized losses;2. The aggregate related fair value of investments with unrealized losses; and3. In narrative form as of the date of the most recent statement of financial position, sufficient

information to allow financial statement users to understand the quantitative disclosures and the information that the registrant considered in reaching the conclusion that the impairments are not other than temporary, including:

a. The nature of the investment;b. The causes of the impairment;c. The number of investment positions that are in unrealized loss position;d. The severity and duration of the impairment; ande. Other evidence considered by the registrant in reaching its conclusion that the

investment is not other-than-temporarily impaired.

For cost method investments, the registrant should disclose the following additional information, if applicable, as of each date for which a statement of financial position is presented in its annual financial statements:1. The aggregate carrying amount of all cost method investments;2. The aggregate carrying amount of cost method investments that the investor did not

evaluate for impairment; and3. The fact that the fair value of a cost method investment is not estimated if there are no

identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment and

a. The registrant determined, in accordance with paragraphs 14 and 15 of FASB Statement No. 107, Disclosures about Fair Value of Financial Statements, that it is not practicable to estimate the fair value of the investment; or

b. The investor is exempt from estimating fair value under FASB Statement No. 126, Exemption from Certain Required Disclosures about Financial Instruments for Certain Nonpublic Entities.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

If a registrant has “perpetual preferred securities” (securities that are frequently structured in equity form but possess significant “debt-like” characteristics), and has concluded that such securities are not other-than-temporarily impaired, the SEC staff believes a registrant should provide adequate disclosure regarding such securities where cost exceeds fair value. Specifically, the SEC staff believes such disclosure should include sufficient detail to allow investors to understand the information considered in reaching a conclusion that the impairment is not other-than-temporary and the factors considered in concluding that there was no evidence of credit deterioration in such securities.

References: SAB Topic 5M; FSP No. FAS 115-1 and FAS 124-1; SEC Speech, James 2004, Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IIH, Other-Than-Temporary Declines in Value, October 14, 2008 letter to FASB chairman (Robert H. Herz) from SEC chief accountant (Conrad Hewitt)

3. Does the company have investments in unconsolidated subsidiaries or other associated entities accounted for under the equity method?

Disclose the amount (on face of income statement) of equity in earnings of unconsolidated subsidiaries and 50%-or-less owned persons. The amount of dividend received from such entities must also be disclosed.

Reference: Regulation S-X, Rule 5-03-13

Disclose the amount of consolidated retained earnings of the registrant represented by undistributed earnings of 50%-or-less owned persons accounted for by the equity method, as of the date of the most recent audited balance sheet being filed. (See SAB Topic 6K3) for further guidance.)

References: Regulation S-X, Rule 4-08(e)(2); SAB Topic 6K3

4. Does the company have a significant unconsolidated subsidiary or 50%-or- less owned entities?

The SEC has two sets of requirements for financial information of unconsolidated subsidiaries and equity investees. These requirements are contained in Rule 4-08(g) of Regulation S-X and Rule 3-09 of Regulation S-X. Rule 4-08(g) addresses situations in which summarized financial information of an individual investee or group of investees must be presented. Both of these SEC rules look to Rule 1-02(w) of Regulation S-X to determine the materiality of the investee.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

The significance threshold for Rule 4-08(g) is 10% whereas the materiality threshold for Rule 3-09 is 20%. Rule 3-09 specifies situations in which full financial statements of an individual investee must be presented.

Provide summarized financial information for unconsolidated subsidiaries and 50%-or-less owned entities accounted for by the equity method. The disclosure should be made if the entities are significant under any of the Regulation S-X, Rule 1-02(w) tests (investment, asset, and income tests). The disclosures should be made in a note to the financial statements and can be presented on a combined basis, but unconsolidated subsidiaries should not be combined with 50%-or-less owned entities. Information to be disclosed includes: Current and noncurrent assets; Current and noncurrent liabilities; Redeemable stock and minority interest, if applicable; Net sales or gross revenue; Gross profit; Income or loss from continuing operations before extraordinary items and cumulative effect

of an accounting change; and Net income or loss.

The SEC staff provided certain clarifying guidance on the application of Rule 4-08(g) at the July 10, 2007 SEC Regulations Committee meeting. Specifically, the staff addressed reporting issues when an investee meets the significance test under this rule in the current year but not in the prior year (or vice-a-versa).

References: Regulation S-X, Rule 4-08(g) and Rule 1-02(w), Discussion Document A-SEC Regulations Committee-July 10, 2007.

File financial statements for: Unconsolidated subsidiaries if:

o Any of Rule 1-02(w) tests (investment, assets, income) are met at the 20% level.

50%-or-less owned entities if:o Either the first or third 1-02(w) tests (investment or income) are met at the 20

percent level;o Either the registrant or a subsidiary of the registrant can account for the entity

by the equity method.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

The financial statements should be as of the same dates and for the same periods as the company’s audited financial statements required by Regulation S-X, Rules 3-01 and 3-02 if practicable. The financial statements are required to be audited for those fiscal years in which the first

or third 1-02(w) tests are met at the 20% level.

The SEC staff provided certain clarifying guidance on the application of Rules 1-02(w) and 3-09 at the July 10, 2007 SEC Regulations Committee meeting. The issue addressed by the staff was how to evaluate significance when an equity method investee in the real estate industry has a gain on a partial sale of real estate. Separately, the SEC Regulations Committee also addressed application of Rules 3-09 and 4-08(g) to investments when a registrant has elected the fair value option as permitted by FASB Statement No. 159, The Fair Value Option for Financial Assets and Liabilities.

References: Regulation S-X, Rule 3-09 and SAB Topic 6K4b, Discussion Document C-SEC Regulations Committee-July 10, 2007, Discussion Document F-Regulations Committee-October 11, 2007

5. Does the company have intercompany transactions with its entities accounted for by the equity method?

Disclose: The amounts of any material unrealized profits and losses on transactions with entities

accounted for under the equity method not eliminated; The reasons for not eliminating these items; and The method of treatment of these items.

Reference: Regulation S-X, Rule 3A-04

6. Does the company have auction rate securities?

Auction rate securities are considered highly liquid by market participants because of the auction process. However, because the auction rate securities have long-term maturity dates and there is no guarantee the holder will be able to liquidate its holdings, these securities do not meet the definition of cash equivalents in FASB Statement No. 95, Statement of Cash Flows, paragraphs 8 and 9. Companies should refer to Statement 95 for the proper classification of these securities in the Statement of Cash Flows. To determine if these securities are long or short term, companies should refer to Accounting Research Bulletin (ARB) No. 43, Chapter 3A,

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Working Capital – Current Assets and Current Liabilities.

Reference: Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IIH3, Investments – Auction Rate Securities

Table of Contents Link

G FIXED ASSETS, REPAIRS AND MAINTENANCE, AND DEPRECIATION1. Does the company have property, plant, and equipment (PP&E)?

Disclose the PP&E balances, methods and periods of depreciation. If PP&E is significant, the company should disclose balances and depreciation methods and periods for each major class of depreciable assets.

References: Regulation S-X, Rule 5-02-13; Accounting Disclosure Rules and Practices, AIIJ, Property, Plant, and Equipment

2. Does the company have pre-production design and development costs related to long-term supply arrangements?

Disclose the accounting policy for pre-production design and development costs as well as the aggregate amount of: Assets recognized pursuant to agreements that provide for contractual reimbursement of

pre-production design and development costs; Assets recognized for molds, dies, and other tools that the supplier owns; and Assets recognized for molds, dies, and other tools that the supplier does not own.

Reference: EITF 99-5

3. Does the company have specific assets that are pledged or subject to lien?

Identify the assets mortgaged, pledged, or otherwise subject to lien, and the approximate dollar amounts. Also identify the obligations collateralized. This information must be provided for only the most recent audited balance sheet presented, unless there has been a significant subsequent change.

Ordinarily, in meeting this rule, the balance-sheet description of the obligation (e.g., "mortgage notes payable") will satisfy the rule for property and equipment pledged. However, in some situations it may be necessary to identify specifically the property or equipment and its carrying amount.

Reference: Regulation S-X, Rule 4-08(b)

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

4. Does the company have planned major maintenance activities?

The accounting policy for repair and maintenance costs incurred in connection with planned major maintenance activities as well as the types of costs subject to the policy. Also, any liabilities accrued for costs expected to be incurred in connection with planned major maintenance activities should be included in Schedule II, pursuant to SEC regulation S-X, Rule 12-09, Valuation and Qualifying Accounts. [Editor’s note: The FASB issued FASB Staff Position (FSP) AUG AIR-1, “Accounting for Planned Major Maintenance Activities,” in September 2006. As a result, the SEC staff announced at the September 7, 2006 EITF meeting, that it is removing the guidance in EITF Topic D-88. The guidance in FSP AUG AIR-1 prohibits the “accrue-in-advance” method that was previously acceptable. The FSP is required to be adopted in the first fiscal year beginning after December 15, 2006 with early adoption permitted as of the beginning of an entity’s fiscal year. Retrospective application is required unless impracticable. Registrants should consider the guidance in Staff Accounting Bulletin (SAB) Topic 11M,”Miscellaneous Disclosure — Disclosure of the Impact That Recently Issued Accounting Standards Will Have on the Financial Statements of the Registrant When Adopted in a Future Period” (SAB 74).]

Reference: FSP AUG AIR-1

5. Is depreciation excluded from cost of goods sold (or operating expenses, when cost of goods sold is not applicable)?

Disclose if depreciation is not included in cost of goods sold or if cost of goods sold is not applicable, then operating expenses.

Reference: SAB Topic 11B

Table of Contents Link

H INTANGIBLE ASSETS AND AMORTIZATION1. Did the company acquire, or does the company have, intangible assets?

State separately:1. The amount of intangible assets in excess of 5% of total assets;2. The basis for determining such amount;3. An explanation of any significant additions or deletions; and

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

4. The amount of accumulated depreciation and amortization of intangible assets.

References: Regulation S-X, Rule 5-02-15 and 16

I ACCOUNTS AND NOTES PAYABLE1. Does the company have accounts and/or notes payable?

State separately amounts payable to:1. Banks for borrowings; 2. Factors or other financial institutions for borrowings; 3. Holders of commercial paper; 4. Trade creditors; 5. Related parties (see Rule 4-08 (k)); 6. Underwriters, promoters, and employees (other than related parties); and 7. Others.Amounts applicable to 1, 2 and 3 may be stated separately in the balance sheet or in a note.

References: Regulation S-X, Rule 5-02-19 and Rule 4-08(k)

2. Has the company converted trade accounts payable to borrowings from a lender to take advantage of the trade discount?

The liability to the lender is not considered a "trade payable" and should not be classified as trade payables in the balance sheet. A liability to the lender should be recognized. The SEC staff believes that a trade creditor is a supplier that has provided a company with goods and services in advance or payment. Regulation S-X, Article 5, requires separate and clear display of amounts payable for borrowings and amounts payable to trade creditors.

Additionally, the difference between the carrying amount of the borrowing and the repayment amount should be accreted through interest expense using the effective interest method.

References: Regulation S-X, Rule 5-02-19 ; SEC Speeches, Comerford, 2003 and 20043. Does the company have short-term borrowings?

Disclose: The weighted average interest rate on short-term borrowings outstanding as of the date of

each balance sheet presented in a footnote. The average dollar amount of the borrowings and the average interest for interest and

amortization of debt discount and expense, in the body of the statements or in the footnotes.

Reference: Regulation S-X, Rule 5-02-19

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

4. Does the company have any unused lines of credit or other unused commitments under short-term financing arrangements?

Disclose: If significant, the amount and terms (including commitment fees and the conditions under

which lines may be withdrawn) of unused lines of credit for short-term financing, in the notes to the financial statements.

The amount of these lines of credit that support a commercial paper borrowing arrangement or similar arrangements.

References: Regulation S-X, Rule 5-02-19; FRR 203 .

5. Does the company have significant long-term construction programs financed through revolving loans that extend until the completion of the project?

Under the conditions specified in SAB Topic 6H2, the borrowing can be classified as long-term with appropriate disclosure.

Reference: SAB Topic 6H

6. Does the company have material amounts relating to other liabilities?

For commercial and industrial companies, present separately on the face of the balance sheet or in the notes any current liability in excess of 5% of total current liabilities. For noncurrent liabilities, present separately any item in excess of 5% of total liabilities.

References: Regulation S-X, Rule 5-02-20 , Rule 5-02-24

Table of Contents Link

J DEBT AND GUARANTORS OF DEBT1. Does the company have long-term debt, including bonds, mortgages, capitalized leases, and other long-term debt?

For each issue, disclose:1. The general character of each type of debt including the rate of interest;2. The date of maturity, or, if maturing serially, a brief indication of serial maturities, such as

'maturing serially from 2007 to 2011’;3. If the payment of principal or interest is contingent, an indication of the contingency;4. Amounts and terms of unused commitments;5. A brief indication of priority; and 6. If convertible, the basis.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Reference: Regulation S-X Rule 5-02-22

2. Does the company have unused commitments for long-term financing arrangements?

If significant, disclose the amount and terms (including commitment fees and the conditions under which commitments may be withdrawn) of unused commitments for long-term financing arrangements.

Reference: Regulation S-X, Rule 5-02-22

3. Does the company have financing arrangements with a parent company?

For a subsidiary's or division's separate financial statements, disclose financing arrangements with parent. If an interest charge on intercompany debt has not been provided, an analysis of the intercompany accounts and the average balance due to or from related parties, for each period that an income statement is required.

Reference: SAB Topic 1B1, question 4

4. Is the company’s debt guaranteed or does the company guarantee the debt of another registrant?

Refer to the questions 9 and 10 in this section.

5. Does the company have obligations that are collateralized?

Designate the assets mortgaged, pledged, or otherwise subject to lien, and the approximate amounts. Briefly identify the obligations collateralized.

Reference: Regulation S-X, Rule 4-08(b)

6. Do the company’s affiliates’ securities collateralize the company’s debt?

Provide the financial information required by Rule 3-16.

Reference: Regulation S-X, Rule 3-16

7. Is the company in default of any debt terms or covenants?

Disclose: Facts and amounts concerning any default which existed at the date of the most recent

balance sheet filed and not subsequently cured. Amount of the obligation and the period of waiver, when any default or breach exist for

which acceleration of the obligation has been waived for a stated period beyond the date of the most recent balance sheet being filed.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Reference: Regulation S-X, Rule 4-08(c)

8. Has the company had changes in the authorized or issued debt after the balance sheet date and before the report date?

Disclose changes in authorized or issued debt since the balance sheet date.

Reference: Regulation S-X, Rule 4-08(f)

9. Does the company guarantee, as defined in Rule 3-10, the securities of another entity that is a registrant?

The registrant should include in its filing the financial statements of the guarantor, as required by Rule 3-10. The guarantor company need only provide information for disclosure or incorporation into condensed consolidating financial information in the registrant’s financial statements if certain Rule 3-10 conditions are met. These conditions depend, in part, on the guarantor being a parent, subsidiary, or "sister" subsidiary of the registrant. For specifics on the requirements and the conditions, see Rule 3-10.

Reference: Regulation S-X, Rule 3-10

10. Does the company have securities that are guaranteed, as defined in Rule 3-10, by another entity?

The company should include in its filing the financial statements of the guarantor, as required by Rule 3-10. The guarantor company need only provide information for disclosure or incorporation into condensed consolidating financial information in the registrant’s financial statements if certain Rule 3-10 conditions are met. These conditions depend, in part, on the guarantor being a parent, subsidiary, or "sister" subsidiary of the registrant. For specifics on the requirements and the conditions, see Rule 3-10.

Reference: Regulation S-X, Rule 3-10

Table of Contents Link

K LEASES1. Does the company have lease commitments?

Disclose the following: Material lease agreements or arrangements for both operating and capital leases; The essential provisions of material leases, including the original term, renewal periods,

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

reasonably assured rent escalations, rent holidays, contingent rent, rent concessions, leasehold improvement incentives, and unusual provisions or conditions.

The accounting policies for leases, including the treatment of each of the above components of lease agreements.

The basis on which contingent rental payments are determined with specificity, not generality.

The amortization period of material leasehold improvements made either at the inception of the lease or during the lease term, and how the amortization period relates to the initial lease term.

References: SEC Letter, February 2005; Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IIE2, Leasing - Disclosure

Table of Contents Link

L INCOME TAXES 1. Does the company have income tax expense or benefits?

Regulation S-X, Rule 4-08(h) requires the following disclosures for income tax expense: The components of income (loss) before tax expense (benefit) as either domestic or

foreign; and The amounts applicable to U.S. federal income taxes, to foreign income taxes, and to

other income taxes stated separately for each major component of income tax expense (i.e., current and deferred).

See the illustration in FRR Section 204.References: Regulation S-X, Rule 4-08(h)(1); FRR 204

FASB Statement No. 109, Accounting for Income Taxes, requires the following disclosures: All "significant" reconciling items (in dollars or percentages) between reported income

tax expense and the amount that would have resulted from applying domestic federal statutory tax rates to pretax income. - Regulation S-X, Rule 4-08(h), defines "significant" as requiring disclosure of all

reconciling items that are more than 5% of the amount computed by multiplying pretax income by the statutory tax rate.

- The Statement 109 reconciliation is based on income from continuing operations. - When income tax expense is allocated to more than one caption (e.g., continuing

operations, discontinued operations, extraordinary items, cumulative effects of an accounting change), the components of income tax expense included in each caption may be disclosed in an overall presentation.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

- See SAB Topic 6I7 for an example of an acceptable presentation. The nature and effect of any significant matters affecting comparability between

periods, if not otherwise evident. The approximate tax effect of each type of temporary difference and carryforward that

gives rise to a "significant" portion of deferred tax liabilities and deferred tax assets. - Regulation S-X does not define significant for these purposes, but a reasonable

threshold for significance here is 5% of the greater of gross deferred tax assets before valuation allowance or gross deferred tax liabilities.

Like other companies, SEC registrants must also comply with the disclosure requirements in paragraphs 20 and 21 of FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes, issued in July 2006. FIN 48 requires the disclosure of where an entity classifies any interest and penalties incurred as well as various information at the end of each annual reporting period (see below).

[Editor’s Note: The FASB issued FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes, in July 2006. The guidance in FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. Early application of the requirements of FIN 48 is encouraged if the enterprise has not yet issued financial statements, including interim financial statements, in the period of adoption, Registrants should consider the guidance in Staff Accounting Bulletin (SAB) Topic 11M,”Miscellaneous Disclosure — Disclosure of the Impact That Recently Issued Accounting Standards Will Have on the Financial Statements of the Registrant When Adopted in a Future Period” (SAB 74).]

References: SAB Topic 6I7; Statement 109 paragraphs 43 and 47; SEC Speech, Nicolaisen, 2004; FIN 48; Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IIA, Adoption of a New Accounting Standard in an Interim Period; SEC Speech, Taub December 2006, SEC Speech, Minke-Girard 2006 ; ARM Hot Topic dated February 14, 2007

2. Does the company have contingent income tax liabilities?

Contingent tax liabilities should be recorded for the difference between the financial statement benefit of tax deductions “as filed” on the income tax return and the tax benefit recognized under the company’s accounting policy. The SEC staff commented that the accounting and disclosure requirements of FASB Statement No. 5, Accounting for Contingencies, apply to both recorded and unrecorded income tax contingencies. Under Statement 5, contingent tax liabilities that are

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

both probable and reasonably estimable should be accrued. Accrual for probable losses when the estimated amount of loss is within a range of amounts is required by Statement 5 and FASB Interpretation (FIN) No. 14, Reasonable Estimation of the Amount of a Loss, and Interpretation of FASB Statement No. 5. Companies should accrue the amount within the range that appears to be a better estimate than any other. If no such amount can be identified, then the company should accrue the minimum amount in the range. The contingent income tax liabilities should not be classified as deferred income tax liabilities nor included in any deferred tax asset valuation allowance. Also, such contingent tax liabilities that are reasonably possible should be disclosed. [Editor’s note: The guidance in FIN 48 should be considered by companies that have adopted that standard.]

References: SEC Speeches, Green, 2003; Taub, 2004; Poulin, 2004; and Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, III1, Contingencies, Loss Reserves, and Uncertain Tax Positions –Accounting and Financial Statement Disclosure

3. Does the company have a tax holiday in a foreign jurisdiction?

Provide the effect of the tax holiday.

Reference: SAB Topic 11C

4. Is the company a member of a consolidated tax-reporting group?

A consolidated tax group represents a group of related entities (generally a parent and subsidiaries) that file a single consolidated tax return.

If the historical financial statements do not reflect the tax position on a separate return basis, provide a pro forma income statement for the most recent year and interim period reflecting a tax provision calculated on a separate return basis.

Reference SAB Topic 1B1

Table of Contents Link

M COMMON STOCK, PREFERRED STOCK, AND MINORITY INTERESTS1. COMMON STOCK AND NONREDEEMABLE PREFERRED STOCK

1. Does the company have common stock or nonredeemable preferred

Disclose: By class: par or stated value per share, number of shares authorized, issued and

outstanding, and the related dollar amount. In lieu of indicating the number of shares

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

stock? outstanding, the number of treasury shares held may be disclosed. This should be disclosed on the balance sheet.

If the stock is convertible, indicate this on the face of the balance sheet. In a note or statement, show the changes in each class of common and nonredeemable

preferred stock for each period for which an income statement is required to be filed. The dollar amount of subscriptions receivable; this amount should be deducted from the

common stock balance.

References: Regulation S-X, Rule 5-02-29 and 30

2. Did the company have material changes in the components of equity?

Disclose, in a separate statement or note, all individually material changes in the components of equity (dollar amounts and number of securities)

Reference: Regulation S-X Rule 3-04

3. Does the company have outstanding securities with rights and privileges?

Describe pertinent rights and privileges of the various outstanding securities such as:

1. Dividend and liquidation preferences;2. Participation rights;3. Call prices and dates;4. Conversion or exercise prices or rates;5. Sinking fund requirements; and6. Unusual voting rights.

Reference: Regulation S-X, Rule 4-08(d)

4. Does the company have preferences on involuntary liquidation for preferred stock?

Disclose total preferences on involuntary liquidation for preferred stock as of the date of the most recent audited balance sheet being filed. If they:

Differ from par or stated value, disclose the preference parenthetically in the equity section of the balance sheet; or

Exceed the par or stated values of such shares, disclose any related restrictions on retained earnings.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Reference: Regulation S-X, Rule 4-08(d)

5. Does the company have warrants or rights outstanding?

Disclose:

Title and aggregate amount of securities called for by warrants or rights outstanding;

Period during which warrants or rights are exercisable; and Exercise price.

Reference: Regulation S-X, Rule 4-08(i)

2. MINORITY INTERESTS6. Does the company have minority interests?

Disclose minority interests separately outside of shareholders’ equity.Disclose separately in a note:

The minority interest represented by the preferred stock of subsidiaries; and The applicable dividend requirements if the preferred stock is material in relation to

the consolidated shareholders’ equity.

The FASB has issued FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements, that changes the term “minority interests” to “noncontrolling interests” and certain other changes, primarily balance sheet classification. Statement 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited.

Reference: Regulation S-X, Rule 5-02-27

3. MANDATORILY REDEEMABLE PREFERRED STOCK7. Does the company have mandatorily redeemable preferred stock or any class of stock for which redemption is outside of the control of the issuer?

Under Regulation S-X, Rule 5-02-28, preferred stock must be classified outside shareholders’ equity when the stock is:

Redeemable at a fixed or determinable price on a fixed or determinable date; Redeemable at the option of the holder; or Redeemable based on conditions outside the control of the issuer.

Disclose: The title of each issue of preferred stock, the carrying amount, and the redemption

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

amount on the face of the balance sheet; The dollar amount of shares subscribed but unissued, and the deduction of the related

receivable; If the carrying amount is different from the redemption amount, the accounting

treatment for that difference must be disclosed; and The number of shares authorized and issued or outstanding (in the footnotes or on the

face of the balance sheet).

The footnotes should disclose the following information: The terms of the shares (e.g., redemption features, rights in event of default, and rights

precedent to junior securities); Redemption requirements in each of the next five years; and The changes in each class during the period for which income statements are required.

NOTE: Mandatorily redeemable stock is subject to FASB Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. The FASB delayed the effective date for certain mandatorily redeemable noncontrolling interests (commonly known as minority interests) in consolidated financial statements. The delay applies only to instruments issued by consolidated subsidiaries. The effective date is delayed differently for two types of mandatorily redeemable noncontrolling interests:1. For shares that must be redeemed upon the liquidation or termination of a limited life

issuing entity (for example, minority interests in a consolidated partnership with a limited life), FASB Staff Position (FSP) 150-3, “Effective Date, Disclosures, and Transition for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests under FASB Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” defers indefinitely the classification and measurement guidance in Statement 150.

2. Separately, FSP FAS 150-3 broadens the deferral of the measurement provisions by expanding it to include other types of mandatorily redeemable noncontrolling interests, provided the instruments were created before November 3, 2003. An example would be trust preferred securities issued by a consolidated trust. Entities affected by this expanded deferral must classify the instruments as debt and classify the returns to investors as interest where required by Statement 150 and make the disclosures required under FAS 150. However, they will measure the debt and interest in accordance with EITF Topic D-98.

3. The SEC staff has indicated its position that if a company issues preferred shares that are conditionally redeemable, the shares are not within the scope of Statement 150 because

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

there is no unconditional obligation to redeem the shares by transferring assets at a specified or determinable date or upon an event certain to occur. If the uncertain event occurs, the condition is resolved, or the event becomes certain to occur, then the shares become mandatorily redeemable under Statement 150 and would require reclassification to a liability at fair value (with a corresponding reduction to equity).

4. The SEC Staff has indicated its position regarding classification on the balance sheet for certain financial instruments (or host contracts) that meet the conditions for temporary equity classification under ASR 268 and Topic D-98 – which may include mandatorily redeemable stock. The SEC staff will not accept liability classification for financial instruments (or host contracts) that meet the conditions for temporary equity classification under ASR 268 and Topic D-98. Consistent with SEC Regulation S-X, Articles 5-02, 7-03, and 9-03, these financial instruments should be classified on the balance sheet between captions for liabilities and shareholder's equity. As a consequence, the fair value option under FASB Statement No. 159, Fair Value Measurements, may not be applied to any financial instrument (or host contract) that meets the conditions for temporary equity classification under ASR 268 and Topic D-98.

While the measurement and (or) classification guidance in Statement 150 is deferred as noted, the disclosure requirements are retained.

The effective date of Statement 150 remains unchanged for mandatorily redeemable shares issued by the parent company, written put options on a company’s shares, forward purchase contracts for a company’s shares, and contracts that require the issuance of shares in amounts unrelated to, or inversely related to, the value of the shares.

References: Regulation S-X, Rule 5-02-28; SAB Topic 3C; FRR 211

8. Does the company have mandatorily redeemable preferred stock that is redeemable at a future determinable date and its redemption amount is variable?

Disclose: Accounting policy for recognition of changes in the redemption value; Where changes in redemption value are being accreted, disclose the redemption value

as if it were redeemable on the balance sheet date; and If redemption is uncertain, disclose why redemption is uncertain.

See NOTE in 7, above.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

References: EITF Topic D-98 , FRR 211

4. SUBORDINATED DEBT9. Does the company have subordinated debt?

Subordinated debt may not be presented within stockholders’ equity. Also, a caption may not be presented that combines only subordinated debt and stockholders’ equity.

Reference: SAB Topic 4A

5. TERMINATED S CORPORATIONS10. Is the company an S Corporation that has terminated its S Corporation election?

Retained earnings must be classified as paid-in capital when S Corporation election is terminated.

Reference: SAB Topic 4B

6. LIMITED PARTNERSHIPS11. Is the company a limited partnership?

In the equity section disclose: General partners’ equity separate from limited partners’ equity; Changes in the number of equity units authorized and outstanding for each ownership

class; A statement of changes in partnership equity for each ownership class for each period for

which an income statement is included. Net income clearly allocated between general and limited partners; and Results of operations on a per unit basis.

Reference: SAB Topic 4F

7. DIVIDENDS12. Does the company have restrictions that limit the payment of dividends?

Describe the most significant restrictions on the payment of dividends indicating their sources, their pertinent provisions, and the amount of retained earnings or net income restricted or free of restrictions.

Reference: Regulation S-X, Rule 4-08(e)

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

13. Does the company have subsidiaries and/or investees with restrictions that limit the payment of dividends and (or) the transfer of funds to the company, referred to here as the parent company?

Compute the company’s proportionate share of the net assets of its consolidated and unconsolidated subsidiary companies as of the end of the most recent fiscal year which are restricted as to transfer to it as the parent company because third party consent from an entity such as a lender is required.

If the company's proportionate share of the restricted net assets of consolidated subsidiaries exceeds 25% of its consolidated net assets, provide

o Footnote disclosure in the consolidated financial statements about the nature and amount of significant restrictions on the ability of the subsidiaries to transfer funds to the parents through loans, advances, or dividends; and

o Condensed parent company financial and other information in a Schedule 12-04

If the amount of such restrictions is less than 25%, but the sum of these restrictions plus the amount of the company's proportionate share of restricted net assets of unconsolidated subsidiaries plus the company's equity in the undistributed earnings of 50% or less owned persons (investees) accounted for by the equity method exceed 25% of consolidated net assets, footnote disclosure is required.

References: Regulation S-X, Rule 4-08(e) , SAB Topic 6K2, and SAB Topic 6K3

14. Does the company have an interest in a 50% or less owned entity accounted for by the equity method?

Disclose the amount of consolidated retained earnings that represents undistributed earnings of 50% or less owned persons accounted for by the equity method. The SEC staff has indicated that these undistributed earnings should represent the difference between the cumulative equity in earnings reflected in consolidated retained earnings and the cumulative dividends received from those persons by the consolidated group; it is not appropriate to take into account dividends paid by the parent company to its shareholders.

Reference: Regulation S-X, Rule 4-08(e)

15. Did the company declare dividends during the year?

State the amount of dividends per share and in the aggregate for each class of shares outstanding.

Reference: Regulation S-X, Rule 3-04

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

16. Did the company declare a stock dividend or stock split subsequent to year-end, but prior to financial statement issuance?

Retroactively reflect stock splits that occur after year-end, but before the financial statements are issued. Disclose in a note the retroactive treatment, explain the change made, and state the date the change became effective.

Reference: SAB Topic 4C

17. Did a subsidiary or division (with separate financial statements included in a registration statement, proxy statement, or Form 8-K) declare dividends after year-end or declare dividends in excess of earnings?

Such dividends should either be given retroactive effect in the balance sheet with appropriate footnote disclosure, or reflected in a pro forma balance sheet. A similar presentation is appropriate when dividends exceed earnings in the current year and the entity will receive proceeds from an offering.

Reference: SAB Topic 1B3

8. INCOME APPLICABLE TO COMMON STOCK18. Is the income or loss applicable to common stock materially different from reported net income or loss?

Disclose income or loss applicable to common stock. The amount to be reported for each period should be computed as net income or loss less:

Dividends on preferred stock, including undeclared or unpaid dividends if cumulative; and

Periodic increases in the carrying amounts of instruments reported as redeemable preferred stock or increasing rate preferred stock

Reference: SAB Topic 6B

9. STOCK SUBSCRIPTIONS19. Does the company have subscribed shares that cannot be legally issued until paid for?

Disclose the dollar amount of subscribed shares that cannot be legally issued until paid for, and the subscription receivable deducted from equity, if not separately shown in the equity section.

Reference: Regulation S-X, Rule 5-02-28

20. Does the company have stock subscription receivables treated as

Disclose the payment date.

Reference: SAB Topic 4E

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

assets because payment has been received prior to the publication of the financial statements?

10. DISCOUNT ON SHARES21. Does the company have unamortized discount on shares?

Discount on shares, or any unamortized balance thereof, should be shown separately as a deduction from the applicable account(s) as circumstances require.

Reference: Regulation S-X, Rule 4-07

11. OTHER22. Does the company have any special classes of stock that have been granted to employees?

A registrant should consider whether it has created a special class of stock that is available only to employees and whether the substance of the transaction has been considered when establishing the appropriate accounting under GAAP.

Reference: SEC Speech, Ucuzoglu December 2006Table of Contents Link

N REVENUE RECOGNITION 1. Does the company generate revenue?

Disclose the following in the notes to the financial statements: The revenue recognition policy associated with each material type of transaction.

Examples of different types of sales transactions include: sales of products; sales of services; license arrangements; barter transactions; sales under bill-and-hold terms; multiple element transactions (e.g. combined sale of product and service or sale of multiple services).

For multiple element transactions, the policy related to the individual components of the transactions. In addition, disclose the method used to determine the individual components and the method used to value them.

For sales subject to a right of return, material changes in estimated returns. SAB No. 104 illustrates this requirement by indicating that a change in estimate from two percent of sales to one percent of sales would be disclosed, if the change were material. Note that certain disclosures may also be required under Statement of Position (SOP) 94-6,

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Risks and Uncertainties. SOP 94-6 requires a company to disclose the nature of the uncertainty and an indication that it is at least reasonably possible that a change in the estimate will occur in the near term when known information available prior to issuance of the financial statements indicates that two criteria are met:

- It is at least reasonably possible that the estimate of the effect on the financial statements of a condition, situation, or set of circumstances that existed at the date of the financial statements will change in the near term due to one or more future confirming events, and

- The effect of the change would be material to the financial statement. Refer to SOP 94-6, paragraph 12.

Revenue from the sales of products, services and other products separately on the face of the income statement, consistent with the requirements of Regulation S-X, Rule 5-03. When revenue is presented separately, the SEC staff believes that the related costs of sales for each type of revenue also should be presented separately on the face of the income statement. The SEC staff will allow allocation of revenue from an arrangement that could not be separated for recognition purposes between product, service or other revenues, as long as the vendor has a reasonable basis for allocation, consistently applies the allocation and discloses its rationale.

When the company recognizes income for refundable fees net of estimated returns over the service period, for each income statement presented:

- Account balances for unearned revenues and refund obligations; - A roll forward of the unearned revenue and refund obligation balances from the

beginning to the end of each income statement presented. See Question 2 for additional information.

References: SAB Topic 13B, SEC Speech, McGrath 2006, Barrysmith 2007

2. Have the company’s significant contractual provisions or business changed?

Consider whether revenue recognition policies are still appropriate and update accounting and policy disclosures accordingly.

Reference: SEC Speech, Lopez 2004

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

3. Does the company have refundable fees for services?

Disclose the accounting policy for refundable fees for services. If the fees are accounted for by analogy to FASB Statement No. 48, Revenue Recognition When Right of Return Exists, the company should disclose its estimates of cancellation. For each income statement presented, the company should disclose: The amounts of unearned revenue and refund obligations as of the beginning of each

period; The amount of cash received from customers; The amount of revenue recognized in earnings; The amount of refunds paid; Other adjustments; and The ending balance of unearned revenue and refund obligations.

Reference: SAB Topic 13A4a

4. Does the company’s revenue include performance-based incentive fees? These fees are common in the investment advisory and real estate management businesses.

Disclose the accounting policy used with regard to these arrangement. The company should disclose whether: It has recorded any revenue that is at risk due to future performance contingencies; The nature of the contracts giving rise to the contingencies, and; If material, the amount of any such revenue recorded.

Reference: EITF Topic D-96

5. Has the company received subsidies or grants during the year?

Subsidies must be presented as a separate line item within the income statement.

Reference: SAB Topic 11A

Table of Contents Link

O SHARE-BASED PAYMENT1. Has the company accelerated the vesting terms of its out-of-the-money stock options, or made any other

FASB Statement No. 123, paragraph 47 indicates that for each year an income statement is provided, companies should disclose the terms of significant modifications of outstanding stock option awards. Subject to this guidance, the SEC staff believes that companies should disclose any modifications to accelerate the vesting of out-of-the-money options in anticipation of adopting the new accounting standard. The staff also believes that registrants should disclose

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

significant changes, prior to adopting FASB Statement No. 123R, Share-Based Payment?

the reasons that the option terms were modified. The staff does not believe that disclosure along the lines of, “…during fiscal 2004 certain of the company’s stock options were modified to accelerate vesting…” would be sufficient. [Editor’s note: On September 19, 2006, Conrad Hewitt, Chief Accountant of the SEC, published the views of the SEC staff in the form of letter relating to the accounting required by companies that followed APB Opinion No. 25, Accounting for Stock Issued to Employees, prior to the effective date of FASB Statement No.123 (Revised 2004), Share-Based Payment. In this letter, the SEC staff addresses the accounting consequences under Opinion 25 of dating an option award to predate the actual award date, option grants with administrative delays, uncertainty as to the validity of prior grants, and other related circumstances. This letter notes that several companies have recently issued press releases announcing the restatement (or are considering a restatement) of their financial statements due to errors in their accounting for grants of stock options to employees, members of the board of directors, and other service providers. On January 16, 2007, the SEC's Division of Corporation Finance (Corp Fin) issued a sample letter to companies requesting guidance related to filing restated financial statements for errors when accounting for stock option grants. During 2006, certain registrants discovered that they had improperly complied with the accounting requirements relating to company-issued stock options – a problem that includes "back-dating" as it is sometimes referred to. This problem is most acute in years before a company was required to adopt the accounting prescribed in Statement 123R. A registrant that has identified errors relating to its stock option grants and concludes that it should amend prior filings, should carefully review and consider the guidance in this SEC release.]

References: SEC Speeches, Kokenge 2004; Benedict 2005; SEC letter dated 9/19/2006, January 16, 2007 Corp Fin letter

2. Does the company grant employee share-based compensation awards with terms that accelerate vesting upon retirement?

If the company has been recognizing compensation expense for these awards over the stated vesting period (rather than the period until retirement eligibility), the SEC staff believes that the company should make the following disclosures (both before and after the adoption of Statement No. 123 (Revised 2004): Share-Based Payment):

Accounting policy followed under APB 25 (if applicable) and Statement 123 for the recognition of compensation cost for awards that accelerate vesting upon retirement;

The accounting policy change that will occur/occurred as a result of adopting Statement 123R; and

The quantitative affect of applying Statement 123R cost recognition requirements compared to the “old” cost recognition vesting approach, for each income-statement

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

period presented.

The SEC staff indicated that it would object if a company changed its method of expensing compensation for share-based awards with terms that accelerate vesting upon retirement before adoption of Statement 123R. If a company would like to change the method of expensing these awards prior to adoption of Statement 123R, consultation with the SEC staff is recommended.

Reference: SEC Speech, Benedict 2005

3. Does the company grant employee stock options?

The SEC issued a release that allows certain companies that are not smaller reporting companies additional time to implement the requirements of Statement 123R. As a result of the SEC release, calendar year registrants that are not smaller reporting companies can continue to follow FASB Statement No. 123, Accounting for Stock-Based Compensation, throughout 2005 and implement the new Statement 123R requirements beginning January 1, 2006. However, the SEC notes that if a company has a fiscal year that ends on June 30, 2005 and is not a smaller reporting company, that company must still comply with Statement 123R beginning with its quarter beginning on July 1, 2005. In other words, such companies do not receive any relief from the SEC rule.

Reference: Regulation S-X, Rule 4-01(a)

4. Does the company grant employee stock options that it values with market-based instruments?

The Chief Accountant of the SEC commented that before a company concludes that a market-based instrument complies with the measurement objective in Statement 123R, it should:

Consider the difference between the actual instrument transaction and the model-generated (e.g., Black Scholes or binomial) estimate of fair value;

Satisfy itself and its auditor (and potentially the SEC staff) as to the reasons for any significant differences between the two values (market-based instrument value vs. model-generated value). In this regard, because any such instrument would at this time be new to the market, the company should address whether the instrument itself and/or the marketing of the instrument were sufficient to achieve a true fair value exchange price.

Further, should a company decide to use the value produced by a market-based instrument for purposes of measuring compensation expense under Statement 123R, it would need to fully disclose the approach used to estimate the fair value of employee stock options.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

References: Regulation S-X, Rule 4-01(a); Statement Regarding Use of Market Instruments in Valuing Employee Stock Options; Memorandum: Economic Evaluation of Alternative Market "Instrument Designs" ; and SEC Speech, Benedict 2005

Table of Contents Link

P PENSION PLANS, OTHER POSTRETIRMENT PLANS, AND ESOPS1. Does the company have a defined benefit pension plan and (or) other postretirement benefit plans?

The SEC staff observed that companies should identify material assumptions underlying the accounting for benefit plans and should have support for these assumptions and estimates. [See FASB Statement No. 158 required disclosures noted below].

References: SEC Speech Taub 2004, SEC Speech Ucuzoglu 2006, and Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IIJ2, Pension, Post Retirement, and Post Employment Plans - Disclosure; FASB Statement No. 158, paragraphs 7, 20-22

2. Does the company have an employee stock ownership plan (ESOP) with shares acquired before January 1, 1993?

The following are ESOP disclosures in SEC filings for shares acquired before January 1, 1993: 1. Impact of ESOPs on the financial statements; 2. Method of recognizing expense; 3. Amount of expense for all periods presented; 4. Interest on ESOP debt for all periods presented; 5. Amount of contribution to the ESOP for all periods presented; and 6. Amount of dividends on ESOP shares used to pay debt service for all periods presented.

Reference: EITF 89-8

Table of Contents Link

Q BANKRUPTCY1. Is the company reorganizing under the U.S. Bankruptcy Code?

Disclose the extent to which reported interest differs from stated contractual interest (disclose parenthetically on face of statement of operations.)

If it is probable that the plan will require the issuance of common stock or common stock

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

equivalents, thereby diluting current equity interests, that fact should be disclosed.

References: SOP 90-7, paragraphs 29 and 34

2. Does the company consolidate a subsidiary that is in bankruptcy?

The SEC staff believes that a determination that continued consolidation of a subsidiary in bankruptcy requires a fairly unique set of facts and is appropriate only in infrequent and uncommon circumstances. The conclusion to consolidate and its basis should be disclosed. The company should periodically reassess its facts and circumstances to confirm the appropriateness of such a determination.

Reference: SEC Speech, Green, 2003

Table of Contents Link

R BUSINESS COMBINATIONS1. Has the company acquired, or is it in the process of acquiring, a significant business as defined by Regulation S-X, Rule 3-05?

Rule 3-05 requires separate audited balance sheets as of the end of up to the latest two fiscal years, an unaudited condensed balance sheet for the latest interim period, audited statements of income and cash flows for periods of up to three years, and separate comparableunaudited condensed statements for any interim periods for the following:1. Significant business acquired during the latest fiscal year or subsequent interim period (includes the purchase of an interest in a business accounted for by the equity method).2. Significant business to be acquired after the latest interim period (when such action is probable).

Requirements by Filing

Financial statements of a business acquired or to be acquired are not required in Form 10-K, Form 10-Q, or annual reports to shareholders. The financial statements of an acquired business that is significant are required in:1. A Form 8-K filing;2. A registration statement; and3. In certain cases, a proxy statement.The financial statements of a business to be acquired (i.e., a probable acquisition) that is significant, as well as financial statements for individually insignificant acquisitions that are material in the aggregate, are required in:

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

1. A registration statement; and2. In certain cases, a proxy statement.

Definition of Significance

The SEC’s rules define significance using the three quantitative tests of Regulation S-X, Rule 1-02(w), that are based on the size of the entity acquired or to be acquired relative to the size of the registrant. These tests are based on:1. Investment or purchase price test—The registrant’s and its subsidiaries’ investments in and advances to the business being acquired relative to the total assets of the registrant and itssubsidiaries consolidated as of the end of the most recently completed fiscal year. For business combinations, this test measures the significance of the total purchase price, includingdebt assumed.2. Asset test—The registrant’s and its other subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the business being acquired or disposed of relative tothe total assets of the registrant and its subsidiaries consolidated as of the end of the most recently completed fiscal year.3. Pretax income test—The registrant’s and its other subsidiaries’ proportionate share (equity) in the income from continuing operations before income taxes, extraordinary items, and cumulative effect of a change in accounting principles of the business being acquired or disposed of relative to the total pretax income (similarly defined) of the registrant and its subsidiaries consolidated for the most recently completed fiscal year. The registrantmay use the average of its pretax income for the past five years in this test when the most recent year’s pretax income is at least 10% lower than average pretax income for the most recent five years. However, the pretax income of the business being acquired may not be averaged. If either the registrant or the acquiree has been in existence for less than one year, historical financial statements should not be annualized.

Financial Statements to Be Presented

The lowest level of significance for which financial statements of a business acquired or to be acquired are required is 20%. The larger the relative significance of the entity acquired or to be acquired, the more extensive the financial statement requirements.

Level of Significance Number of PeriodsNone of the tests exceeds 20% None

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Any one of the tests exceeds 20% but none Most recent fiscal yeara

exceeds 40%Any one of the tests exceeds 40% but none Two most recent fiscal yearsa,b

exceeds 50%Any one of the tests exceeds 50% Three most recent fiscal yearsa,c

a Unaudited interim financial statements, including financial statements for the correspondinginterim period of the preceding year, may also be required.b Balance sheets and statements of income, cash flows, and changes in shareholders’equity for the two most recent years are required.c Balance sheets for the two most recent fiscal years and statements of income, cashflows, and changes in shareholder’s equity for three years are required.

Definition of a Business

Rule 3-05 applies to the acquisition of a business, not to the acquisition of an asset. In some situations, it is not clear whether the acquisition is of a business or of assets. Regulation S-X, Rule 11-01 (d) indicates that a presumption exists that a separate entity, e.g., a subsidiaryor division, is a business. A lesser component of an entity may also constitute a business, depending on facts and circumstances. In practice, the SEC staff uses a broad definition of “business” and in most cases requires statements, even if only a product line, or,as indicated in Rule 3-05, an investment accounted for under the equity is acquired. Also, whether the net assets or capital stock of an operation is acquired makes no difference if the operation is deemed to be a business.

The following transactions may also constitute the acquisition of a business:● Acquisition of a working interest in an oil and gas property● Assumption of customer deposits at branch banks● Acquisitions of blocks of insurance policies by an insurancecompany● Assumption of policy liabilities in reinsurance transactions

Definition of Probable

Statements for “to be acquired” or proposed acquisitions are required when consummation of the transaction is probable. This is generally when an agreement in principle has been reached

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

or the boards of directors of both companies have approved the transaction, even though the transaction may be subject to shareholder approval or other uncertainties. The SEC’s rules do not include a specific definition for a “probable acquisition.” The SEC AccountingDisclosure Rules and Practices Manual, Topic Two.I.A.3.e. states that, “assessment of ‘probability’ requires consideration of all available facts” and that an acquisition “is probable where registrant’s financial statements alone would not provide adequate financial informationto make an investment decision.”

Determining significance

The SEC staff has provided its views on applying the significance test when applying Rule 3-05(b)(3) to an acquiree when the acquiree’s most recent pre-acquisition annual financial statements present predecessor and successor results.

Smaller Reporting Companies

Rule 8-04 outlines the financial statements of the business acquired or to be acquired to be furnished when the acquirer is a smaller reporting company, as defined by Regulation S-K Item 10(f)(1). Such requirements are slightly different than those outlined above.

References: Regulation S-X, Rule 3-05 , 1-02(w) , 8-04 , 8-05 and 11-01 ; SAB Topic 1J , SEC Regulations Committee--Discussion Document C - October 11, 2007

2. Is the company preparing an initial public offering (IPO) involving businesses that have been built by the aggregation of discrete businesses that remain substantially intact after acquisition?

In some cases involving initial public offerings, strict application of the requirements of Rule 3-05 would be problematic or would result in the presentation of financial statements that are clearly not material. In these cases, registrants should consider whether electing toapply the alternative requirements of SAB Topic 1J could provide relief from the requirements resulting from the application of Rule 3-05. SAB Topic 1J uses the pro forma financial information for the registrant as a base to measure significance and then requires “coverage”(via audited historical financial statements of acquired businesses) of a stated percentage of the registrant’s business for each of the last three years. SAB Topic 1J is a completely separate and alternative approach to measuring significance. It is advisable to identify the financial statement requirements under both SAB Topic 1J and Rule 3-05 to determine the best alternative to follow for a particular registrant’s circumstance.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

References: SAB Topic 1J; Regulation S-X, Rule 3-05

3. Did the company acquire a significant business, acquire a series of individually insignificant businesses that are significant in the aggregate, or dispose of a significant portion of a business?

Provide pro forma disclosures for significant acquisitions or disposals that have occurred during the current period or as a subsequent event (prior to the issuance of the financial statements) or are otherwise probable of occurring. (For acquisitions of troubled financial institutions, see SAB Topic 1K.) Provide:

1. Pro forma condensed income statements for the most recent fiscal year and any interim period; and

2. Pro forma condensed balance sheet as of the end of the latest interim period.

References: Regulation S-X, Rules 11-01 and 11-02

4. Has a business combination occurred?

In the footnotes, provide unaudited pro forma combined results of operations for the period in which the purchase business combination occurred as though the companies had combined at the beginning of the period, unless the acquisition was at or near the beginning of the period:1. Including as a minimum:

a. Revenue; b. Income before extraordinary items; c. Net income; and d. Related per share data.

2. The above amounts should reflect the revised bases of the net assets acquired and, when applicable, the interest expense, preferred stock dividends and tax effects related to the combination.

3. If comparative financial statements are presented, provide pro formas for the immediately preceding period as though the companies had combined at the beginning of that period.

4. Disclosure of this pro forma information should be repeated in financial reports for subsequent periods as long as the related historical financial statements are presented for comparative purposes.

References: FASB Statement 141, paragraphs 54 and 55

5. Is the company awaiting additional

When the company is awaiting additional information that it has arranged to obtain for the measurement of contingencies assumed in a business combination (for which fair value is not

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

information for the measurement of contingencies in a business combination?

determinable at the date of acquisition), disclose that the purchase price allocation is preliminary and the following: The nature of the contingency. Other available information that will enable a reader to understand the potential effects of

the contingency on the final purchase price allocation and on post-acquisition operating results.

Reference: SAB Topic 2A7

6. Was an operating company acquired in a leveraged buy-out transaction by a holding company with no other substantial operations?

A leveraged buy-out, for purposes of this disclosure section, represents a single highly leveraged transaction or a series of related and anticipated highly leveraged transactions that result in the acquisition by Newco of all previously outstanding common stock of Oldco; that is, there can be no remaining minority interest. This excludes transactions in which existing majority stockholders utilize a holding company to acquire all of the remaining shares of Oldco not previously owned.

When the combined company is the result of a leveraged buy-out as defined above, disclose the accounting policy and related rationale for determining the new basis.

Reference: EITF 88-16

7. Has the allocation of the purchase price identified unfavorable revenue contracts and customer relationship intangibles?

FASB Statement No. 141, Business Combinations, requires that an acquirer allocate cost to the various individual assets acquired in a business combination. The SEC staff believes that the allocation process should consider the acquired entity’s in-process revenue contracts and whether the terms may be less favorable than could be realized in a current market transaction. In that case, recognition of an unfavorable contract liability may be required. Further, the fact that the acquired entity has a contractual relationship with the customer may also give rise to a valuable customer relationship which must be considered when applying Statement 141.

Reference: SEC Speech, Ucuzoglu, December 20068. Is the company a part of a merger of entities under common control?

Pro forma financial statements are required in certain situations depending on the form of the transaction and other judgment matters.

Reference: Regulation S-X, Rules 3-05, 11-02(c); SAB 80; and Division of Corporation Finance presentation at the 2006 AICPA National Conference on Current SEC and PCAOB Developments, Slides 8-23

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Table of Contents Link

S QUASI-REORGANIZATIONS1. Has the company effected a quasi-reorganization?

A quasi-reorganization results when a company eliminates its accumulated deficit by reclassifying amounts from paid-in capital, and by adjusting assets and liabilities to their fair values. There are two types of quasi- reorganizations:

"Deficit-only reclass;” and Complete quasi-reorganization.

The SEC staff does not accept a "deficit-only reclass" in which the accumulated deficit is reclassified but assets and liabilities are not revalued.

Eligibility

1. The entity must have exhausted all retained earnings, or in the case of a partnership, earned surplus.

2. The entire procedure is made known to all persons entitled to vote on matters of general corporate policy, and the appropriate consents to the particular transactions are obtained in advance in accordance with the applicable law and charter provisions. The need for creditor approval should also be considered in the assessment of an entity's eligibility.

3. The entity must have changed management, lines of business, methods of operations, etc., so that the entity is reasonably expected to have profitable operations based on the restated asset and liability carrying amounts in terms of present conditions. (The SEC staff has indicated that a change in management alone would be insufficient to satisfy this requirement.) The entity cannot have an operating loss immediately after the quasi-reorganization. The SEC staff has interpreted this very restrictively to mean the interim or annual period immediately following the quasi-reorganization unless the interim period reflects a seasonal business where losses normally occur.

Reference: FRR 210

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

For a period of at least ten years subsequent retained earnings must be dated. Also, for a period of three years, the company should indicate the total amount of the deficit eliminated on the face of the balance sheet.

Reference: Regulation S-X, Rule 5-02-31(b)

Table of Contents Link

T SUBSIDIARY’S OR DIVISION’S SEPARATE FINANCIAL STATEMENTS AND SEGMENTS1. Is this a registration statement, proxy statement or Form 8-K that includes a subsidiary’s or division’s separate financial statements?

Carve-outs are a means of presenting financial statements for an entity that had been operating as a subsidiary, division, or segment of a consolidated group of companies. When carved out entities are sold or spun off, or when the entity's debt securities are initially sold to the public, certain requirements defined in SAB Topic 1B must be met. The financial statements of the entity should include all expenses incurred by the parent on the subsidiary's behalf. To the extent not charged to the subsidiary in the past, the expenses must be retroactively reflected with the offsetting credit being to paid-in capital. Although not stated in the SAB, the SEC policy also applies to credits allocable to the subsidiary, e.g., management fees billed to the subsidiary in excess of the underlying cost of the services rendered. In such cases, the adjustment would be treated as a dividend to the parent.

In the subsidiary financial statements, the name of the ultimate parent; and for the parent, the name, the relationship, and any changes in ownership should be disclosed.

Explain or include the following when a registration statement, proxy statement or Form 8-K includes a subsidiary's or division's separate financial statements: The method of allocating common expenses and a statement that the method is reasonable

when a parent company incurs expenses applicable to the subsidiary; and An estimate of what expenses would have been on a stand-alone basis if materially

different when practicable. (Such estimates, however, should not be recorded in the historical statements.)

See SAB Topic 1B when dividends are declared after year-end or are in excess of earnings or if the financial statements are not indicative of the ongoing entity.

References: SAB Topic 1B1, 1B2, and 1B3

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

2. Did the parent company incur debt for a subsidiary registrant?

When substantially all of the common stock of a company is acquired in one or a series of purchase transactions, SAB Topic 5J generally requires that the purchase price be "pushed down" to the subsidiary company's financial statements and that all retained earnings be eliminated. Regulation S-X, Rule 1-02(aa), defines "wholly owned subsidiary" and this rule should be referred to for a definition of "substantially" all of the common stock. The SAB notes that if the subsidiary company had publicly held debt or preferred stock outstanding at the time the shares were acquired, push-down accounting is not mandatory.

Regardless of whether the debt has been "pushed down" to the subsidiary company, a subsidiary registrant must disclose the amount and terms of acquisition debt incurred by the parent.

References: SAB Topic 5J and Regulation S-X, Rule 1-02(aa) , December 8, 2008 Speech Robert G. Fox III

3. Did a subsidiary of the company issue stock to a third party?

For sales of stocks by a subsidiary, a company can treat the issuances either as equity transactions or as income statement transactions. If the latter alternative is selected, gains and losses without regard to materiality should be presented as a separate line item of nonoperating income. The accounting method adopted should be disclosed in its accounting policy footnote and applied consistently. The SEC staff believes that the company also should include: A separate footnote that describes issuances of subsidiary stock that have occurred during

all periods presented, including – o A description of the transaction;o The identification of the subsidiary and nature of its operations;o The number of shares issued;o The price per share, the total dollar amount and nature of consideration received; ando The percentage ownership of the parent both before and after the transaction.

Whether deferred income taxes have been provided on gains recognized and, if no provision has been recorded, a clear explanation of the reasons.

Reference: SAB Topic 5H

4. Does the company have segments?

Meet all the disclosure requirements of FASB Statement No. 131, Disclosures about Segments of an Enterprise and Related Information, including:

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Product, services, and geographic disclosures; and A reconciliation of segment elements to the consolidated financial statements;

The SEC staff commented that it may evaluate the identification and consistency of segment disclosures in financial statements by actions such as requesting copies of reports furnished to the chief operating decision maker, reviewing analyst’s reports, reading press interviews with management, and considering other public information. The staff observed that they request an amended filing if the information reviewed reveals different or additional segments.

Reference: Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IIL, Segment Disclosure

5. Does the company aggregate quantitatively immaterial segments?

For purposes of segment disclosures, two or more operating segments should be grouped only if the segments meet all the requirements of paragraph 17 of Statement 131, including the requirements for similar economic characteristics.

In particular, the SEC staff observed that Statement 131 does not permit a company to aggregate quantitatively immaterial segments with a reportable segment unless all the aggregation criteria are met. Quantitatively immaterial segments that can not be aggregated into a reportable segment or aggregated with other reportable segments should be reported as “all other,” consistent with the requirements of Statement 131.

References: Division of Corporation Finance presentation at the 2005 AICPA National Conference on Current SEC and PCAOB Developments, Slides 56-61, 64-67, Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IIL, Segment Disclosure

Table of Contents Link

U RELATED PARTY TRANSACTIONS1. Do the financial statements include related party transactions? .

Related party is defined broadly in Regulation S-X, Rule 1-02(u) which references the definition in FASB Statement No. 57, Related Party Disclosures. In the Statement 57 definition, parties are considered related when one has the power—through ownership, contractual right, family relationship, or otherwise—to directly, or indirectly control, or significantly influence the other. Parties are also related when they are under the common control or significant influence of a third party. Thus, related parties include parent companies, subsidiaries, sister companies, other

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

affiliates such as investees accounted for by the equity method, defined benefit pension plans, and other trusts for the benefit of employees. The term also includes individuals who are principal owners, management, members of boards of directors, and members of all those persons’ immediate families as defined below:

1. The term "principal owner" includes owners or known beneficial owners of more than 10% of the voting interest.

2. The term "management" includes those persons having authority and responsibility for planning, directing, and controlling the activities of the reporting enterprise.

3. If a director or member of management is also a director of another enterprise, the enterprises are considered related when they both are under the control or significant influence of that individual.

4. The term "immediate family" includes any family member whom a principal owner or member of management might control or influence, or vice versa, because of a family relationship.

Disclose the following for material related party transactions that affect the financial statements:1. Transactions should be identified, and the amounts stated on the face of the balance

sheet, income statement or statement of cash flows.2. In cases where separate financial statements of certain investees or subsidiaries are

presented in the filing, separate disclosure should be made in such statements of the amounts in the related consolidated financial statements that are (a) eliminated and (b) not eliminated. Also, any intercompany profits or losses resulting from transactions with related parties that are not eliminated and the effects thereof should be disclosed.

References: Regulation S-X, Rule 4-08(k) and Rule 1-02(u); Accounting Disclosure Rules and Practices, 7.I.B - Related Party Matters - General Disclosure Requirements

In determining the materiality of a related-party transaction, SAB Topic 4E indicates that the significance of an item may be independent of its amount. This is often the case with respect to related-party transactions.

Reference: Accounting Disclosure Rules and Practices, 7.I. - Related Party Matters

2. Did the company have transactions with a

Transactions in which expenses are paid by a principal shareholder for the company’s benefit should be given appropriate accounting recognition in the company’s financial statement.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

principal shareholder that benefited the company? Reference: SAB Topic 5T

Table of Contents Link

V RESTRUCTURING AND IMPAIRMENT CHARGES1. Did the company incur costs during the current period under a restructuring or other exit plan? .

These charges typically result from the consolidation and (or) relocation of operations; the abandonment of operations or productive assets; or the impairment of the carrying value of productive or other long-lived assets. The components of these charges also vary, but generally include the reduction in the carrying value of long-lived assets and provisions for the termination and/or relocation of operations and employees. These charges generally do not qualify as extraordinary, but rather as a loss from continuing operations. Thus, disclosure treatment should be consistent with treatment for other items that are either unusual or infrequent, but not both.

Restructuring charges should be presented as a component of income from continuing operations, and separately disclosed, if material. However, restructuring charges should not be preceded by a subtotal representing "income from continuing operations before restructuring charge" (whether or not it is so captioned). In addition, precharge earnings per share, or the per share effect of the restructuring charge, should not be presented.

Impairment charges related to long-lived assets and gains and losses on dispositions of long-lived assets should be reported as part of income from continuing operations. If a caption such as income from operations is used, these items should be reported as part of income from operations.

Beginning with the period in which the exit plan is initiated, FASB Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities, requires disclosure in all periods, including interim periods, until the exit plan is completed of the following:

Description of the exit or disposal activity, including the circumstances leading to the activity and the expected date of completion;

For each major type of cost associated with the activity (e.g., one-time termination benefits, contract termination costs, and other associated costs):

Cost –o Total amount expected to be incurred for the activity;o Amount incurred in the period; and

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

o Cumulative amount incurred to date.Liability – o Reconciliation of the beginning and ending liability balances, showing

separately: Changes during the period attributable to costs incurred and charged to

expense; Costs paid or otherwise settled; and Any adjustments to the liability with an explanation of the reason.

Line items in the income statement or the statement of activities in which the costs above are included; and

For each reportable segment:o Total amount of costs expected to be incurred in connection with the activity;o Amount incurred in the period; ando Cumulative amount incurred to date, net of any adjustments to the liability with

an explanation of the reason. If a liability for a cost associated with the activity is not recognized because fair value

cannot be reasonably estimated, that fact and the reasons.

Also, disclose: Exit and involuntary termination costs with appropriate labeling; The nature and amount of additional types of exit costs and other types of material

restructuring charges; and Losses related to asset impairments separate from charges based on estimates of

future cash expenditures.

In subsequent periods at both interim and annual, disclose: Material changes and activity in the liability balances of each significant type of exit

cost and involuntary employee termination benefits resulting from either expenditures or changes in the estimates of the fair value of the liability. The SEC staff suggests a tabular format for this disclosure;

If the company has multiple exit plans, present separate information for each material exit plan.

For material exit or involuntary employee termination cost related to an acquired business, disclose in either the financial statements or the MD&A:

When the company began formulating exit plans for which accrual may be necessary;

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

The types and amounts of liabilities recognized for exit costs and involuntary employee termination benefits included in the acquisition cost allocation; and

Any unresolved contingencies or purchase price allocation issues and the types of additional liabilities that may result in an adjustment of the acquisition cost allocation.

Report accruals for restructuring charges as supplemental financial data on Schedule II, Valuation and Qualifying Accounts (required under Regulation S-X, Rule 5-04). Restructuring accruals do not need to be presented on Schedule II if the notes to the financial statements present accrual reconciliations in tabular format.

References: SAB Topics 5P3 and 5P4; Regulation S-X, Rule 5-04; and Statement No. 146, par. 20

2. Does the company have goodwill that it tests for impairment annually?

The SEC staff provided its view that the date of goodwill impairment testing can be changed as long as the period tested is less than twelve-months. The staff noted that a preferability letter is required from the company’s registered public accountant for such a change.

Reference: Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IIG2, Business Combinations – Date of Annual Goodwill Impairment Testing; Slides 61-74 of Steven C. Jacobs December 9, 2008 presentation

Table of Contents Link

W QUARTERLY FINANCIAL DATA1. Is the company a domestic registrant with equity securities that are traded on a national securities exchange or association (i.e., a Section 12(b) or (g) company)?

Disclose for each full quarter within the two most recent fiscal years and any subsequent interim period in an unaudited note to the financial statements:1. Net sales; 2. Gross profit (net sales less costs and expenses associated directly with or allocated to

products sold or services rendered); 3. Income (loss) before extraordinary items and cumulative effect of a change in accounting;4. EPS based on income before extraordinary items and cumulative effect of a change in

accounting; 5. Net income (loss), for each full quarter; and6. EPS based on net income

If quarterly amounts differ from the amounts previously reported on Form 10-Q, reconcile and

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

describe the differences.

Also, disclose the effect of: The disposals of a component of a business; Extraordinary, unusual or infrequently occurring items recognized in each quarter; The aggregate effect and the nature of year-end or other adjustments that are material to

quarterly results; and Pro forma information if presented elsewhere in the filing.

Smaller reporting companies are not required to provide this information.

Reference: Regulation S-K, Item 302(a) and (c); SAB Topic 6G

Table of Contents Link

X CONSOLIDATION1. Is the reporting entity a consolidated entity?

The following rules apply to consolidated financial statements:

1. Generally, only majority-owned subsidiaries are consolidated;2. Financial statements of consolidated subsidiaries are required to be as of a date within 93

days of the registrant’s year-end. When the difference is not more than 93 days, the entity’s statements for its fiscal period can be used with the following disclosures:

a. Closing date of the entity;b. Explanation of the need to use different closing dates;c. Events in the intervening period that have a material effect.

3. Briefly describe principles of consolidation, including principles of inclusion or exclusion of companies in the consolidation. This explanation should include reasons for any departure from the practice of consolidating majority-owned subsidiaries and not consolidating entities that are less than majority-owned. The definition of majority-owned subsidiary is included in Regulation S-X, Rule 1-02(n);

4. Identify (e.g., "all subsidiaries") the entities included in the consolidated statements, if not stated in the financial statement captions; and

5. Identify subsidiaries not consolidated and the reasons therefore unless otherwise evident.

References: Regulation S-X, Rule 3A-02(b), Rule 3A-03 , and Rule 1-02(n)

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

2. Has a member of the company’s consolidated group changed its fiscal reporting period?

If dates of financial statements of consolidated subsidiaries are different, disclose the reason for the change in periods consolidated and the new period. Disclose the amount of sales, income before extraordinary items and net income charged or credited directly to retained earnings when a subsidiary has changed its year-end.

Reference: Regulation S-X, Rule 3A-03(b)

3. Has the company had a change in entity?

If there has been a change in the entities included or excluded in the corresponding statement for the preceding fiscal period filed with the SEC that has a material effect on the financial statements, the entities included and the entities excluded should be disclosed.

Reference: Regulation S-X, Rule 3A-03(b)

4. Does the company have material intercompany balances or transactions that were not eliminated in consolidation or combination?

Disclose: The amounts of any material intercompany balances or transactions not eliminated; The amounts of any material unrealized profits and losses on transactions with entities

accounted for under the equity method not eliminated; The reasons for not eliminating these items; and The method of treatment of these items.

Reference: Regulation S-X, Rule 3A-04

5. Does the company have foreign subsidiaries that are consolidated?

If foreign subsidiaries that are consolidated are operated under political, economic or currency restrictions, disclose the effect, insofar as this can reasonably be determined, of foreign exchange restrictions upon the consolidated financial position and operating results of the company.

Reference: Regulation S-X, Rule 3A-02(d)

6. Is the company the primary beneficiary of or does the company hold significant interests in a variable interest entity?

Disclose: The nature, purpose, size, and activities of the variable interest entity (VIE); If the company is the primary beneficiary of the VIE:

i. The carrying amount and classification of consolidated assets that are collateral for the VIE’s obligations; and

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

ii. The lack of recourse if creditors of a consolidated VIE have no recourse to the general credit of the company.

If the company holds significant interests in a VIE:i. Nature and timing of involvement with the VIE; andii. The company’s maximum exposure to loss as a result of its involvement with the VIE.

In December 2003, the Chief Accountant of the SEC, Donald Nicolaisen, noted that the SEC staff would take a close look at the disclosures of companies that adopt FASB Interpretation (FIN) No. 46 (Revised December 2003); Consolidation of Variable Interest Entities (FIN 46R).

In addition, on December 11, 2008, the FASB issued FASB Staff Position (FSP) 140-4 and FIN 46R-8, Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities. Registrants should review the guidance therein and make appropriate disclosures.

References: SEC Speech, Nicolaisen 2003; FIN 46R, paragraphs 23-24, SEC Speech, Mahar 2006, FSP 140-4 and FIN 46R-8

7. Does the company hold finance entities with trust preferred securities?

If certain conditions are met, these finance entities are eligible for the reporting relief offered by Regulation S-X, Rule 3-10(b). If the entity meets the requirements of this rule and its sponsor provides the following footnote disclosures, the staff noted that FIN 46R does not affect the Rule 3-10(b) relief:

An explanation of the transaction between the parent and the subsidiary that resulted in debt appearing on the books of the subsidiary,

A statement of whether the finance subsidiary is consolidated. If the finance subsidiary is not consolidated, an explanation why, and

If a deconsolidated finance subsidiary was previously consolidated, and explanation of the effect that deconsolidation had on the financial statements

Reference: Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IIK, FIN 46 and Deconsolidation

8. Do any of the Refer to COMMON and PREFERRED STOCK, see question: 12. Does the company have

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

consolidated or unconsolidated subsidiaries have restrictions on their ability to transfer funds to the company?9. Is the company no longer consolidating an entity but maintains an obligation under FIN 45?

If a parent company has provided a guarantee (e.g., a lawsuit indemnity) as defined in FASB Interpretation (FIN) No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, to a consolidated entity that it spins-off, the parent company should consider recognizing and disclosing the FIN 45 obligation.

Reference: SEC Speech West 2007Table of Contents Link

Y COMMITMENTS AND CONTINGENCIESGeneral

The SEC staff requires the caption "Commitments and Contingencies – See Note" on the face of the balance sheet based on Regulation S-X, Rule 5-02-25, except when these liabilities are not significant. When the caption is included on the balance sheet, the amount column should be left blank and not indicated with a dash (-) since the dash might be interpreted to mean that there are not commitments or contingent liabilities.

Contingent Liabilities

SAB Topic 5Y represents the SEC staff’s view on accounting and disclosure relating to loss contingencies associated with environmental and product liabilities. The staff generally will apply the position in SAB Topic 5Y to all loss contingencies. Based on the SAB, management should recognize a liability based on reasonable estimates notwithstanding significant uncertainties.

1. Does the company have environmental, asbestos or product liability exposure?

Provide detailed disclosures regarding the judgments and assumptions underlying the recognition and measurement of environmental and product liabilities (including asbestos). Examples of disclosures that may be necessary include:

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

1. Circumstances affecting the reliability and precision of loss estimates; 2. The extent to which unasserted claims are reflected in any accrual or may affect the

magnitude of the contingency;3. Uncertainties with respect to joint and several liability that may affect the magnitude of the

contingency, including disclosure of the aggregate expected cost to remediate particular sites that are individually material if the likelihood of contribution by the other significant parties has not been established;

4. Disclosure of the nature and terms of cost-sharing arrangement with other parties; 5. The extent to which disclosed but unrecognized contingent losses are expected to be

recoverable through insurance, indemnification arrangements, or other sources, with disclosure of any material limitations of that recovery;

6. Uncertainties regarding the legal sufficiency of insurance claims or solvency of insurance carriers;

7. The time frame over which the accrued or presently unrecognized amounts may be paid out; and

8. Material components of the accruals and significant assumptions underlying estimates.

Reference: SAB Topic 5Y

2. Does the company have site restoration costs or other environmental exit costs that may occur on the sale, disposal, or abandonment of property?

Disclose:1. The nature of the costs involved;2. The total anticipated cost;3. The total costs accrued to date;4. The balance sheet classification of accrued amounts; and5. The range or amount of reasonably possible additional losses.

If an asset held for sale or development will require remediation to be performed by the company prior to development, sale, or as a condition of sale, a note to the financial statements should describe how the necessary expenditures are considered in the assessment of the asset’s value and the possible need to reflect an impairment loss. Additionally, if the company may be liable for remediation of environmental damage relating to assets or businesses previously disposed, disclosure should be made in the financial statement unless the likelihood of a material unfavorable outcome of that contingency is remote. The company should disclose its accounting policy with respect to such costs.

Reference: SAB Topic 5Y

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

3. Does the company recognize environmental, asbestos or product liabilities on a discounted basis?

Disclose:1. The discount rate used;2. The expected payment for each of the five succeeding years and the aggregate amount

thereafter;3. A reconciliation of the expected aggregate undiscounted amount to amounts recognized in

the balance sheet;4. An explanation of material changes since the prior balance sheet date in the expected

aggregate amount of the obligations/receivables (other than those resulting from a pay down of the obligation or receivable).

Reference: SAB Topic 5Y

4. Does the company have legal costs associated with loss contingencies?

Disclose the company’s policy for the accrual of legal costs relating to loss contingencies.

Reference: EITF Topic D-77

5. Is the company experiencing difficulty estimating IBNR liabilities for insurance due to insufficiently understood claims trends?

Provide FASB Statement No. 5, Accounting for Contingencies, and Statement of Position (SOP) 94-6, Disclosure of Risks and Uncertainties, disclosures for unpaid property/casualty insurance claims, including incurred but not reported (IBNR) claim reserves, when specific uncertainties (i.e., other than normal or recurring uncertainties) exist or judgmental adjustments are made to historical experience for insufficiently understood claims activity.

Reference: SAB Topic 5W 6. Has the company deferred a gain on the sale of an entity (or operating assets) to another company due to uncertainty of realization?

When a company has sold a highly leveraged entity for cash and (or) noncash consideration and has deferred the gain due to the uncertainty of realization, the deferred gain should be disclosed on the face of the balance sheet and deducted from the related asset account. The notes should completely describe the transaction. Also, the notes should include a complete description of the transaction, including the existence of any commitments and contingencies, the terms of the securities received, and the accounting treatment of amounts due thereon. Reference: SAB Topic 5U

7. Does the company have contingent liabilities that are material and

Accrue for contingencies that are probable and reasonably estimable. If these criteria are not met, but a material loss is reasonably possible, then the company should disclose the nature of the contingency and an estimate of the possible loss or range of loss. If it is not possible to

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

either: (1) probable and estimable, or (2) reasonably possible?

estimate an amount or range of loss, that fact should be disclosed. Disclosure is also required if there is a reasonable possibility of a charge in excess of the amount accrued. Based on these requirements, the staff observed that the initial disclosure of a possibly material contingency often should precede the loss accrual. In the staff’s view, vague or overly broad disclosures that simply reference general risks or litigation are not sufficient for an inventor to understand the specific types of contingencies that the registrant is evaluating.

Accrual for probable losses when the estimated amount of loss is within a range of amounts is required by FASB Statement No. 5, Accounting for Contingencies, and FASB Interpretation (FIN) No. 14, Reasonable Estimation of the Amount of a Loss. Companies should accrue the amount within the range that appears to be a better estimate than any other. If no such amount can be identified, then the company should accrue the minimum amount in the range.

References: SEC Speech, Taub 2004; and Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, III1, Contingencies, Loss Reserves, and Uncertain Tax Positions – Accounting and Financial Statement Disclosure

Table of Contents Link

Z DISCONTINUED OPERATIONSRegulation S-X, Rule 5-03-15, requires the disclosure of the operating results of a discontinued operation and any gain or loss from disposal of the segment. In SAB Topic 5Z, the SEC expressed its view regarding accounting and disclosure related to discontinued operations.

1. Did the company dispose of a component of a business (that qualifies as a discontinued operation) and retain material contingent liabilities?

Material contingent liabilities—such as product or environmental liabilities or litigation—that may remain with the company notwithstanding disposal of the underlying business should be:

Identified in notes to the financial statements; and Discussed in terms of the reasonably likely range of possible loss pursuant to FASB

Statement No. 5.

Reference: SAB Topic 5Z5

2. Does the company allocate interest to

Disclose: The company’s policy regarding allocation of interest to discontinued operations; and

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

discontinued operations? The amount of interest allocated in determining profit or loss from discontinued operations.

Reference: EITF Issue 87-24

3. Does the company have a divestiture where the risks of ownership continue that is accounted for by segregating the assets and liabilities?

When the risks and other incidents of ownership continue and the divestiture is accounted for by segregating the assets and liabilities, a note to the financial statements should describe: The nature of the legal arrangements; Relevant financing and other details; and The accounting treatment.

Reference: SAB Topic 5E

Table of Contents Link

AA ACCOUNTING CHANGESThe SEC imposes no financial statement disclosure requirements for changes in accounting, except for preferability letter requirements, certain additional disclosures required in interim statements, and disclosure of new standards not yet adopted (see Section BB). However, the SEC staff will not permit changes justified solely by tax reasons or revisions in the tax laws. The staff does occasionally challenge the preferability of adopted accounting changes. This does not mean that the staff requires accounting changes to be precleared. The SEC staff encourages prefiling consultations only when there are unusual circumstances.

1. Has the company made a change in accounting principle or practice or method of applying that principle or practice?

Whenever an accounting change is adopted, Form 10-K and 10-Q filings require a letter from the registrant's independent accountant as an exhibit. See Regulation S-K Item 601 Exhibit 18. This letter, generally referred to as a "preferability letter," must indicate whether the change in accounting principle or practice (or method of applying that principle or practice) is to an acceptable alternative principle or practice that is, in the auditor's judgment, preferable under the circumstances. In applying this requirement:

No letter need be filed with a Form 10-Q if a letter covering the change had previously been filed with a Form 10-K.

No letter need be filed when the change is made to comply (including permissible "early" compliance) with a new standard, interpretation or technical bulletin adopted by the FASB, with an EITF consensus, with an AICPA statement of position cleared by the FASB, or with

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

an AICPA Industry Audit and Accounting Guide (both cleared and not cleared by the FASB). No letter need be filed when a change is made to comply with (a) a new SEC rule, SAB or

interpretation or (b) a request of the SEC staff, or (c) new FASB standard. No letter is required for changes adopted prior to the time a company became subject to the

1934 Act reporting requirements. Accordingly, first-time registrants may make accounting changes without filing a preferability letter.

Letters must be filed for all other accounting changes disclosed in the financial statement even when: (a) the changes are immaterial, (b) no reference to the change is made in the auditors' report, (c) they affect only interim statements and (d) they only will affect the financial statements of future periods.

References: SAB Topic 6G2b ; SEC Speech, Minke-Girard 2006

2. Does the company have a change in accounting principle that requires retrospective application in an interim period?

If the amount is material, disclose for all periods presented, in the footnotes or on the face of the financial statements, the effect of the change on:

Net income, in total and per share; and The balance of retained earnings.

Similar disclosure should be made if results of operations for any period presented have been adjusted retrospectively by an item subsequent to the initial reporting of the period.

Reference: Regulation S-X, Rule 10-01(b)(7)

If the amount is immaterial, and there is no retrospective application of the change, then the cumulative effect of the change should be included in the statement of income for the period in which the change is made. The company should not adjust the beginning balance of retained earnings of the period in which the change was made.

Reference: SAB Topic 5F

3. Has the company had a change in accounting principle after the first quarter?

Disclose the effects of the change on previously reported interim periods. When these disclosures are made, the SEC staff will not require that previous quarterly Form 10-Q reports be amended for retroactive effects of the change.

Reference: ADRP A.VIII.B – Disclosures in Interim Financial Statements, Other Disclosures

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Table of Contents Link

BB NEW ACCOUNTING STANDARDS General

A company preparing financial statements should make certain disclosures if an authoritative standard setter has issued an accounting standard that, when implemented, will affect the company’s financial statements. The purpose of the disclosure is to (1) notify the reader that a new standard has been issued which the company will be required to adopt in the future, and (2) assist the financial statement user in assessing the significance that the standard will have on the financial statements of the company when adopted.

Companies should not only consider standards recently issued by the FASB, but also Statements of Position (SOPs) and Practice Bulletins issued by the AICPA and consensus positions of the EITF. Guidance issued by the SEC staff should also be considered. Future changes in accounting standards are not considered relevant for purposes of this question if the standard has not yet been finalized (e.g., it is still in the exposure draft stage).

Materiality

In determining whether or not a change in accounting principle or estimate is material, the entity should consider the effects of each change individually as well as all changes in the aggregate. A change that has a material effect on the trend of earnings is considered material. Also, a change that does not have a material effect in the period of change but it is reasonably certain to have a material effect in later periods is considered material in the year in which the change is made.

1. Has an authoritative body issued an accounting standard that is not effective until after the date of the financial statements?

Provide the following minimum disclosures:1. Existence of the authoritative standard;2. Date the entity must adopt the new standard or, if early adoption is permitted, the date that

it plans to adopt;3. Method of adoption; 4. Impact of the new standard on reported financial position and results of operations: if

quantified, indicate amount; if immaterial or not determined, so state. The amount of the

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

impact to be disclosed is the amount at the expected date of adoption based on the final standard (i.e., not the exposure draft).

5. If alternative adoption methods and/or adoption dates are available and an entity has not determined what alternative it will apply, the alternatives should be disclosed and the entity should state that the method and/or timing of adoption has not been determined.

6. Preferably, when the accounting standard will be adopted on a prospective basis, similar disclosure should be made. (Required for SEC registrants, optional for others.)

Disclose the impact that recently issued accounting standards will have on the financial statements when adopted in a future period. The amount of the impact to be disclosed is the amount at the expected date of adoption based on the final standard. If the impact is not known or reasonably estimable, a statement to that effect may be made. Companies are not required to calculate an estimate of the impact of adoption of the standard, only to disclose the expected impact once management has made a reasonable determination. Although SAB 11M does not require disclosure of the new standard if the impact on the company’s financial position and results of operations is not expected to be material, a statement that the impact is immaterial is desirable.

On September 13, 2006, the SEC staff issued Staff Accounting Bulletin (SAB) Topic 1N, “Financial Statements — Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (SAB 108), SAB 108 addresses how a registrant should evaluate whether an error in its financial statements is material. The SEC staff concludes in SAB 108 that materiality should be evaluated using both the “rollover” and “iron curtain” methods. Registrants are required to comply with the guidance in SAB 108 in financial statements for fiscal years ending after November 15, 2006. Registrants that have evaluated and quantified financial statement errors contrary to the views of the SEC staff and have not adopted the provisions of SAB 108 should consider disclosure of same following the guidance in SAB Topic 11M, “Miscellaneous Disclosure — Disclosure of the Impact That Recently Issued Accounting Standards Will Have on the Financial Statements of the Registrant When Adopted in a Future Period” (SAB 74).

References: SAB Topic 11M Topic 1N

Table of Contents Link

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

CC INTERIM DISCLOSURES

See ARM’s SEC Form 10-Q Checklist, Item 1 – Financial Statements

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Table of Contents Link

DD FORM 10-K SCHEDULES General

Most domestic registrants must file an annual report on Form 10-K. This requirement applies to companies that have registered securities under Section 12(b) (companies whose securities are listed on a securities exchange) or Section 12(g) (companies whose securities are traded over the counter).

Form 10-K includes both qualitative and quantitative information about the registrant. Form 10-K contains qualitative information about a registrant’s business, properties, legal proceedings, stock, and other matters. In addition, annual audited financial statements and management's discussion and analysis of the financial condition, results of operations and cash flows of the registrant are presented in the 10-K. The SEC's rules permit information already filed with the SEC (such as in registration statements or current reports on Form 8-K) to be incorporated by reference into the Form 10-K.

Form 10-K references the requirements of both Regulation S-K and Regulation S-X. These two regulations, in combination with the registration statement and periodic report forms, constitute the SEC's disclosure system that integrates the disclosure requirements of the Securities Act of 1933 with those proscribed by the 1934 Securities Exchange Act (collectively referred to as the “integrated disclosure system”). In general:

Regulation S-K governs qualitative information about the registrant, such as the nature of its business, its properties, legal proceedings, its executives and officers (including executive compensation), and management's discussion and analysis (MD&A) of financial condition, results of operations, and cash flows. For MD&A disclosure requirements, see our MD&A Disclosures Checklist

Regulation S-X governs the presentation of financial information about the registrant. General financial statement disclosures (presentation and reporting periods) are covered in Section A; specific financial disclosures are discussed in sections B – BB.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Timing

Form 10-K due dates are based on the registrants’ filer status as either a type of accelerated filer or a nonaccelerated filer. Specifically, Form 10-K due dates vary depending on whether the registrant is either: (1) a Large Accelerated Filer; (2) Accelerated Filer; or (3) Nonaccelerated Filer.

An "accelerated filer" is a registrant that has: An aggregate market value of voting and nonvoting common equity held by nonaffiliates

of $75 million or more; Been subject to the Exchange Act reporting requirements for at least 12 calendar months; Filed at least one annual report; and No eligibility to use the SEC's smaller reporting company rules.

SEC rules further distinguish some accelerated filers as “large accelerated filers.” A large accelerated filer is a registrant with all of the above accelerated filer requirements and has a public float of more than $700 million;

Filing deadlines for each respective type of filer status is as follows:

Type of Filer10-K Annual Report Due Date -

Days After Year-EndLarge Accelerated Filers 60 Accelerated Filers 75 Nonaccelerated Filers 90

Reporting on Internal Control over Financial Reporting

Effective for fiscal years ending on or after November 15, 2004, accelerated filer registrants are required to report on internal control over financial reporting in the annual report (e.g., Form 10-K). The report should include:

A statement of management’s responsibility for establishing and maintaining adequate internal control over financial reporting for the company;

A statement identifying the framework used by management to evaluate the effectiveness of this internal control;

Management’s assessment of the effectiveness of this internal control as of the end of the

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

company’s most recent fiscal year; and A statement that its auditor has issued an attestation report on management’s assessment.

Management must disclose any material weakness and will be unable to conclude that the company’s internal control over financial reporting is effective if there are one or more material weaknesses in such control. All nonaccelerated issuers will be required to comply for their fiscal years ending on or after July 15, 2007. [During 2006, the SEC deferred the compliance date for nonaccelerated filers. See section 1.7 of our separate checklist, “SEC Incremental Requirements Mandated by Sarbanes-Oxley,” for complete details.]

Effective for fiscal years ending on or after December 1, 2005, well-known seasoned issuers and accelerated filers are required to disclose SEC staff comments that are material, unresolved, and over 180 days old at the date of filing the Form 10-K. Also effective for fiscal years ending on or after December 1, 2005, issuers filing an annual report on Form 10-K are required to make an appropriate risk factor disclosure. Risk factors are defined in Regulation S-K, Item 503(c) as a “discussion of the most significant factors that make the offering speculative or risky.” The new rules explain that a risk factor discussion under Item 503 may not be necessary or appropriate in all cases, depending on the issuer. Updated risk factor disclosures are required in Form 10-Q after the disclosures have been made in Form 10-K.

Certain required information may be filed by amendment to the Form 10-K after the filing deadline. Specifically, proxy or information statement data and non-ERISA employee stock purchase plans may be filed by amendment not later than 120 days after year-end. Also, Article 12 financial schedules may be filed by amendment not later than 30 days after the due date of the report. The requirements for the Article 12 financial schedules are discussed in this section.

On June 20, 2007, the SEC issued interpretive guidance and related rule amendments associated with management’s report on internal control required by Section 404 of the Sarbanes-Oxley Act of 2002. The interpretive guidance provides a top-down, risk-based approach to evaluating internal controls that, if followed, satisfies the requirements of Section 404. The final rules are generally effective August 27, 2007. For further information on the final rules, see our checklist, SEC Incremental Certifications, Disclosures, and Reporting Mandated by Sarbanes-Oxley Requirement Checklist.

1. Is the company filing a Form 10-

Commercial/Industrial Companies should file the following schedules (this requirement does not apply to “Smaller Reporting Companies” as defined in Item 10(f)(1) of Regulation S-K):

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

K? 1. Except as expressly provided otherwise in the applicable form: a. The Schedules III and IV shall be filed as of the date of the most recent audited balance

sheet. b. Schedule II shall be filed for each period for which an audited income statement is required to

be filed. c. Schedules I and V shall be filed as of the date and for periods specified in the schedule.

2. When information is required in schedules for both the registrant and the registrant and its subsidiaries consolidated it may be presented in the form of a single schedule: PROVIDED, that items pertaining to the registrant are separately shown and that such single schedule affords a properly summarized presentation of the facts. If the information required by any schedule (including the notes) may be clearly shown in the related financial statement or in a note, that procedure may be followed.

3. The schedules should be audited.

Reference: Regulation S-X, Rule 5-04

1. SCHEDULE I - CONDENSED FINANCIAL INFORMATION2. Do the restricted net assets of consolidated subsidiaries exceed 25% of the company's consolidated net assets?

The condensed financial information schedule should be filed when the consolidated subsidiaries’ restricted net assets (see Rule 4-08(e)(3)) exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. Consolidated subsidiaries’ restricted net assets represent the registrant's proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) that can’t be transferred to the parent company (e.g., by loan, advance or cash dividend) without the consent of a third party (i.e., lender, regulatory agency, foreign government, etc.). Where restrictions on the amount of funds that may be loaned or advanced differ from the amount restricted as to the transfer in the form of cash dividends, use the amount least restrictive to the subsidiary. For this test, deduct redeemable preferred stocks (Rule 5-02-28) and minority interest to compute net assets.

If Schedule I is required, follow the format in Regulation S-X, Rule 12-04

References: Regulation S-X, Rule 12-04, Rule 4-08(e)(3), and Rule 5-04

2. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS3. Does the company have valuation and

The valuation and qualifying accounts schedule should be filed to support accounts in each balance sheet. Examples of reserves to be reported on Schedule II include the allowance for doubtful receivables and sales returns and restructuring reserves.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

qualifying accounts such as an allowance for doubtful receivables?

If Schedule II is required, follow the format in Regulation S-X, Rule 12-09.

References: Regulation S-X, Rule 12-09 and Rule 5-04

3. SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION4. Is a substantial portion of the company's business direct or indirect involvement in acquiring and holding real estate for investment?

Real estate used in the business should be excluded from this schedule. If Schedule III is required, follow the format in Rule 12-28.

References: Regulation S-X, Rule 12-28 and Rule 5-04

4. SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE5. Does the company have mortgage loans on real estate and does the company have substantial indirect or indirect involvement in acquiring and holding real estate for investment?

Investments in real estate mortgage loans include: first mortgage, second mortgage, construction loans, etc. If Schedule IV is required, follow the format in Rule 12-29.

References: Regulation S-X, Rule 12-29 and Rule 5-04

5. SCHEDULE V - SUPPLEMENTAL INFORMATION CONCERNING PROPERTY-CASUALTY INSURANCE OPERATIONS

6. Does the company have liabilities for property-casualty insurance claims?

This schedule should be filed when a registrant, its subsidiaries or 50%-or-less-owned equity basis investees, have liabilities for property-casualty ("P/C") insurance claims. The schedule can be omitted if these reserves do not, in the aggregate, exceed one-half of common stockholders' equity of the registrant and its consolidated subsidiaries as of the beginning of the fiscal year. If Schedule V is required, follow the format in Rule 12-18.

References: Regulation S-X, Rule 12-18 and Rule 5-04

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Table of Contents Link

EE 1933 REGISTRATION STATEMENTSBefore a company can offer its securities for sale to the public or have its securities listed on a national exchange, the securities must be registered with the SEC. Both the Securities Act of 1933 (1933 Act or Securities Act) and the Securities Exchange Act of 1934 (1934 Act or Exchange Act) address the registration of securities:

The 1933 Act governs the registration of securities prior to their initial sale or distribution to the public. Most offerings of securities will be on a form that falls under the 1933 Act. The 1933 Act also addresses specific situations in which securities offerings are exempt from the Act's full disclosure requirements.

The 1934 Act governs the registration of securities that are to be listed on a national exchange. In addition, companies that meet certain size and shareholder requirements are required to register their securities under the 1934 Act even though their securities are not listed on any exchange.

The determination of whether securities are required to be registered and which registration form should be used is a legal matter and should be addressed by qualified legal counsel.

The 1933 Act provides for the disclosure of information to prospective investors. The required disclosures are made via a registration statement, which is a public document that is available to any interested party. The registration statement is a lengthy document, often running several hundred pages. There are several different registration statement forms under the 1933 Act. Generally, each form can be used only for specific types of entities or transactions. Although each form has specific instructions regarding its content and format, certain features are common to all forms.

One such common feature is the components of the registration statement. Each registration statement consists of two principal parts. Part I is a prospectus (the legal offering or "selling" document) that must be made available to everyone who buys the securities, and also to anyone who is made an offer to purchase the securities. The prospectus itself consists of two parts. It contains all the essential facts regarding the issuer's business operations, financial condition, and management and the securities being offered. This information is provided in the "forepart" of the prospectus. The prospectus also includes the prescribed financial statements. Thus, the prospectus provides two types

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

of information: information about the company and information about the offering. In certain registration statements, the information about the company may be incorporated by reference from 1934 Act filings or delivered in a separate document. Part II of the registration statement contains supplemental information (e.g., financial statement schedules, exhibits) that the SEC requires but that does not need to be included in the prospectus. This information is publicly available either at the SEC's offices or through the EDGAR database at www.sec.gov.

Another common feature is that all the forms refer to the requirements of Regulation S-K and Regulation S-X. These two regulations, in combination with the registration statement and periodic report forms, constitute the SEC's integrated disclosure system.

Regulation S-K governs qualitative information about the registrant, such as the nature of its business, its properties, legal proceedings, its executives and officers (including executive compensation), and management's discussion and analysis of the results of operations (MD&A) See the MD&A Questionnaire

Regulation S-X governs the presentation of financial information about the registrant. General financial statement disclosures (presentation and reporting periods) are covered in Section A, specific financial disclosures are discussed in Section B-BB.

This section covers the age of financial statements in registration statement filings. Also, certain earnings per share (EPS), benefit plan, and tax issues unique to initial public registrants are discussed.

1. Is the company filing a 1933 Act Registration Statement?

For companies not qualifying as “smaller reporting companies,” the following table summarizes: When financial statements of a recently completed fiscal year must be furnished; and The related requirements for including financial statements for SEC filings.

The table covers the age of financial statements at the date of: Filing; Effective date of the registration statement; and The mailing date of a proxy statement.

For purposes of determining the age of financial statements, "days" refer to "calendar days."Footnotes to the table explain how these requirements apply to large and regular accelerated filers.

When the filing date, effective date, or proposed mailing date

Then the following financial statements are required:

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

is:Within 45 days after fiscal year-end, and the latest fiscal year audited statements are not available

Audited consolidated balance sheet for the two fiscal year-ends preceding the recently completed fiscal year

Audited statements of income, cash flows, and shareholders' equity for each of the three fiscal years preceding the recently completed fiscal year

Unaudited interim balance sheet as of a date less than 1351 days prior to the filing or effective date. The unaudited interim balance sheet filed by a repeat issuer (i.e., a company that is already an Exchange Act registrant) must be as current as the most current balance sheet filed on Form 10-Q.

Comparative year-to-date unaudited statements of income and cash flows for the interim period between the date of the most recent audited balance sheet presented and the date of the most recent interim balance sheet being filed

From 46 days to within 902 days (i.e., up to and including the 89th2 day) of latest fiscal year-end, audited financial statements for that year are not available, and the conditions of Rule 3-01(c) are met

Audited consolidated balance sheet for the two fiscal year-ends preceding the recently completed fiscal year

Audited statements of income, cash flows, and shareholders' equity for each of the three fiscal years preceding the recently completed fiscal year

Unaudited interim balance sheet at least as current as the end of the third fiscal quarter of the registrant's most recently completed fiscal year

Comparative year-to-date unaudited statements of income and cash flows for the interim period between the date of the most recent audited balance sheet presented and the date of the most recent interim balance sheet being filed

If publicly released, the unaudited statement of income for the most recently completed fiscal year

From 46 days to within 902 days (i.e., up to and including the

Audited consolidated balance sheet as of the two most recently completed fiscal year-ends

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

89th2 day) of latest fiscal year-end, audited financial statements for that year are not available, and the conditions of Rule 3-01(c) are NOT met

Audited statements of income, cash flows, and shareholders' equity for each of the most recent three fiscal years

Within 902 days after fiscal year-end, and audited financial statements for latest fiscal year are available

Audited consolidated balance sheet as of the two most recently completed fiscal year-ends

Audited statements of income, cash flows, and shareholders' equity for each of the most recent three fiscal years

More than 903 days, but less than 1351 days, of latest fiscal year-end

Audited consolidated balance sheet as of the two most recently completed fiscal year-ends

Audited statements of income, cash flows and shareholder's equity for each of the most recent three fiscal years

1351 days or more subsequent to latest fiscal year-end

Audited consolidated balance sheet as of the two most recently completed fiscal year-ends

Audited statements of income, cash flows, and shareholders' equity for each of the most recent three fiscal years

Unaudited interim balance sheet as of a date less than 1351 days prior to the filing or effective date. The unaudited interim balance sheet filed by a repeat issuer (i.e., a company that is already an Exchange Act registrant) must be as current as the most current balance sheet filed on Form 10-Q.

Comparative year-to-date unaudited statements of income and cash flows for the interim period between the date of the most recent audited balance sheet presented and the date of the most recent interim balance sheet being filed

1 For accelerated filers. (Note: an accelerated filer is a domestic registrant that has a public float of between $75 million and $700 million; been subject to the Exchange Act reporting requirements for at least 12 calendar months; filed at least one annual report; and has no eligibility to use the SEC's rules for smaller reporting companies. A large accelerated filer is similarly defined, but has a public float of more than $700 million. Refer to

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Rule 12b-2 for the definition of accelerated filer and large accelerated filer together with the guidance in Compliance and Disclosure Interpretations-Exchange Act Rules Section 161):

130 days for large accelerated filers and accelerated filers; 135 days for all other registrants.

.(Note: for this purpose, the term "all other registrants" includes domestic registrants that have a public float of less than $75 million and registrants that are eligible to follow the smaller reporting company rules).

2 For accelerated filers: 60 days for large accelerated filers (up to and including the 59th day); 75 days for accelerated filers (up to and including the 74th day); and 90 days for all other registrants (up to and including the 89th day).

3 For accelerated filers:

60 days for large accelerated filers; 75 days for accelerated filers; and 90 days for all other registrants.

Also, in the following situations, the requirements are:1. For filings of a registrant that has been in existence for less than one full fiscal year, an

audited consolidated balance sheet as of a date within 135 days of the date of filing and related audited statements of income, cash flows and changes in shareholders’ equity.

2. For a first time registration, the audited financial statements may be no more than 1 year and 45 days old at the effective date.

3. For "publicly released" financial information, an update to the filing.4. For public utilities, see Rule 3-03(b).

Smaller reporting companies, as defined, have slightly different requirements as described in Rule 8-08 of S-X.

References: Regulation S-X, Rules 3-01, 3-02 , 3-04 , 3-12 and 8-08; SAB Topic 1C; Compliance and Disclosure Interpretations-Exchange Act Rules Section 130

2. Is the company filing an initial public offering of its securities?

In an initial public offering, historical EPS should be presented for all periods.

Reference: SAB Topic 4D

3. If the company Compute and disclose basic EPS; the warrants, options, and other potentially dilutive securities with

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

is filing an initial public offering of its securities, did it issue potentially dilutive securities with nominal exercise prices (in the periods covered by income statements that are included in the registration statement or in the subsequent period prior to the effective date of the filing)?

nominal exercise prices (nominal issuances) should be given retroactive treatment in the computation, similar to a stock split or a recapitalization. Also, compute and disclose diluted EPS; nominal issuances and potential common stock should be given retroactive treatment similar to a stock split or a recapitalization.

Reference: SAB Topic 4D

4. Is the company registering convertible securities?

Pro forma per share data must be disclosed when a convertible security is being registered; the proceeds will be used to extinguish existing preferred stock or debt, and the extinguishment will have a material effect on EPS.

Reference: SAB Topic 3A

5. If the company is an initial public registrant, is it a member of a consolidated tax group?

The SEC generally prefers that subsidiary members of a consolidated tax group calculate their tax provisions on a separate return basis for book purposes. However, it is not uncommon for subsidiaries to use other allocation methods.

In order that investors understand what the effect on income would have been if the registration had not been eligible to be included in a consolidated income tax return with its parent, the SEC requires that a pro forma income statement be disclosed for the most recent year and interim period reflecting a tax provision calculated on a separate return basis in situations where the historical statements of a subsidiary do not reflect the tax provisions on a separate basis.

Reference: SAB Topic 1B1

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

6. Did an investment banker provide advisory services or financing?

When an investment banker has provided advisory services and financing, disclose the amount accounted for as debt issuance costs, if material.

Reference: SAB Topic 2A6

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Table of Contents Link

FF INDUSTRY DISCLOSURES1. Bank Holding Companies

1. Is the entity a bank holding company?

Various disclosures are required; see Regulation S-X, Article 9 and Industry Guide 3.

References: Regulation S-X, Article 9 and Guide 3

2. Is the company forming a one-bank holding company

Provide the financial statements required in SAB Topic 1F.

Reference: SAB Topic 1F

3. Does the company present tax equivalent revenue information?

Provide tax equivalent revenue only as allowed by SAB Topic 11G.

Reference: SAB Topic 11G

4. Does the company have foreign loans?

Provide the disclosures required by SAB Topic 11H.

Reference: SAB Topic 11H 5. Does the company have an Allocated Transfer Risk Reserve?

Provide the disclosures required by SAB Topic 11I

Reference: SAB Topic 11I

6. Does the company have a material amount of lending and deposit activities although it is not a bank holding company?

The SEC staff believes that Article 9 and Guide 3 apply literally only to bank holding companies, but provide useful guidance to other registrants, including savings and loan holding companies.

Reference: SAB Topic 11K

7. Did the company receive assistance from a

Provide the disclosures required by SAB Topic 11N.

Reference: SAB Topic 11N

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Federal regulatory agency in conjunction with either an acquisition of a troubled financial institution or a similar acquisition?

8. Has the company made regulatory-assisted acquisitions?

Disclose the impact of regulatory assisted acquisitions by a display of the assets covered by the assistance as one line item on the balance sheet, with the effects of assistance segregated in the income statement. The notes should present, among other things, a breakdown of the major covered assets and related income, estimated fair value of assets and the estimated amount of the regulatory receivable at each reporting date.

Reference: EITF 88-19

9. Does the company have an allowance for loan losses?

Describe clearly and comprehensively the accounting policy for determining the amount of the allowance, including a description of the systematic analysis and procedural discipline applied.Loan losses should be based on past events and current economic conditions.

References: Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IIP1, Allowance for Loan Losses – Disclosure; and SAB 102

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Table of Contents Link

1. Regulated Industries1. Is the company subject to the accounting required by FASB Statement 71?

FASB Statement No. 71, Accounting for the Effects of Certain Types of Regulation, applies to general purpose external financial statements of an enterprise that has regulated operations that meet all of the following criteria:a. The enterprise’s rates for regulated services or products provided to its customers are established by or are subject to approval by an independent, third party regulator or by its own governing board empowered by statute or contract to establish rates that bind customers. b. The regulated rates are designed to recover the specific enterprise’s costs of providing the regulated services or products.c. In view of the demand for regulated services or products and the level of competition, direct and indirect, it is reasonable to assume that rates set at levels that will recover the enterprise’s costs can be charged to and collected from customers. This criterion requires consideration of anticipated changes in levels of demand or competition during the recovery period for any capitalized costs.

If some of an enterprise’s operations are regulated and meet these criteria, this Statement shall be applied to only that portion of the enterprise’s operations.

The SEC staff has been requiring rate regulated enterprises to expand footnote disclosures -- summary of significant accounting policies -- to summarize in one location all the effects of regulation and application of Statement 71 on the company’s financial statements.

Reference: FASB Statement No. 71

2. Is the enterprise a utility company?

Tangible and intangible utility plant of a public utility company should be segregated so as to show separately the original cost, plant acquisition adjustments, and plant adjustments, as required by the system of accounts prescribed by the applicable regulatory authorities. This rule should not be applicable to companies that are not required to make such a classification.

Reference: Regulation S-X, Rule 5-02-13(b)

3. Does the utility have an interest

A participating utility should include:

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

in a jointly owned utility plant?

Information concerning the extent of its interests in jointly owned plants in a note to its financial statements. The note should include a table showing separately for each interest in a jointly owned plant the amount of utility plant in service, the accumulated provision for depreciation (if available), the amount of plant under construction, and the proportionate share. The amounts presented for plant in service or plant under construction may be further subdivided to show amounts applicable to plant subcategories such as production, transmission and distribution. The note should include statements that the dollar amounts represent the participating utility's share in each joint plant and that each participant must provide its own financing. Information concerning two or more generating plants on the same site may be combined if appropriate.

The note should state that the participating utility's share of direct expenses of the joint plants is included in the corresponding operating expenses on its income statement (e.g., fuel, maintenance of plant, other operating expense.) If the share of direct expenses is charged to purchased power then the note should disclose the amount so charged and the proportionate amounts charged to specific operating expenses on the records maintained for the joint plants.

Reference: See SAB Topic 10C

4. Has the company used a construction intermediary to finance plant construction?

The balance sheet of an electric utility company using a construction intermediary to finance construction should include the intermediary's work in progress in the appropriate caption under utility plant. The related debt should be included in long-term liabilities and disclosed either on the balance sheet or in a note.

A note to the financial statements should describe briefly the organization and purpose of the intermediary and the nature of its authorization to incur debt to finance construction. The note should disclose the rate at which interest on this debt has been capitalized and the dollar amount for each period for which an income statement is presented.

Reference: SAB Topic 10A

5. Has the company recognized write-offs under Statement 90 due to plant abandonments,

FASB Statement No. 90, Regulated Enterprises — Accounting for Abandonments and Disallowances of Plant Costs, prescribes the accounting for abandonment of plants and disallowances of costs of recently completely plants. Write-off costs due to plant abandonments, disposals or other disallowed costs related to existing facilities, in most cases, do not qualify as extraordinary items for financial reporting purposes.

Reference: SAB Topic 10E

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

disposals or other disallowed cost related to existing facilities?6. Does the company have one or more long-term contracts for the purchase of power?

The cost of power obtained under long-term purchases contracts, including payments required to be made when a production plant is not operating, should be included in the operating expenses section of the income statement. A note to the financial statements should present information concerning the terms and significance of such contracts to the utility company including date of contract expiration, share of plant output being purchased, estimated annual cost, annual minimum debt service payment required and amount of related long-term debt or lease obligations outstanding.

Additional disclosure should be given if the contract provides, or is expected to provide, in excess of 5% of current or estimated future system capability. This additional disclosure may be in the form of separate financial statements of the vendor entity or inclusion of the amount of the obligation under the contract as a liability on the balance sheet with a corresponding amount as an asset representing the right to purchase power under the contract.

The note to the financial statements should disclose the allocable portion of interest included in charges under such contracts. Accounting Series Release No. 122 discusses the computation of the ratio of earnings to fixed charges for an enterprise that has guaranteed the debt of a supplier company or has entered into contracts with a supplier providing for payments designed to service debt of a supplier. The release states in part that in such instances the ratio "...for the registrant must be accompanied by effective disclosure of the significance of fixed charges of other companies included in the enterprise whether or not the revenues and expenses of such companies are set forth in the financial statements of the registrant. Such disclosure usually should be accomplished by presenting the ratio of earnings to fixed charges for the total enterprise in equivalent prominence with the ratio for the registrant or registrant and consolidated subsidiaries."

Reference: SAB Topic 10D

7. Does the company have probable future revenue from the inclusion of environmental

Utility companies cannot net probable future revenue resulting from the inclusion of environmental liability costs in allowable costs for ratemaking purposes against the estimated liability.

Reference: SAB Topic 10F

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

liability costs?8. Is the company a public utility holding company?

In the consolidated balance sheet of a public utility holding company the difference between the amount at which the parent's investment is carried and the underlying book equity of subsidiaries as at the respective dates of acquisition should be shown.

Reference: Regulation S-X, Rule 3A-05

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Table of Contents Link

2. Oil and Gas Companies[Editor’s note: On December 29, 2008, the SEC announced that it had approved revisions to “modernize its oil and gas company reporting requirements.” Users of this checklist should consult those final rules when they are made available by the SEC as the questions below have not been updated for this announcement.]

1. Does the company participate in a “gas balancing” arrangement with a joint owner of a well?

Disclose the method of accounting for gas imbalances as well as the amount of any imbalance in terms of units and value.

Reference: EITF 90-22

2. Does the entity include methane gas in proved reserves?

Refer to SAB Topic 12G for disclosure requirements

3. Does the company perform oil and gas producing activities?

Refer to Regulation S-X, Rule 4-10 (Rule 8-01 Note 2c for Smaller Reporting Companies) for financial accounting and reporting standards for companies engaged in oil and gas producing activities

4. Is the oil and gas company performing interim reporting?

Supplementary oil and gas information is not required in interim financial reports, except for information about a major discovery or other favorable or adverse event that causes a significant change from the information presented in the most recent annual financial report concerning oil and gas reserve quantities.

Reference: Regulation S-X, Rule 4-10, Rule 8-01 Note 2c

5. Are any of the company’s reserves, property acquisition costs,

If some or all of property acquisition, exploration and development costs are incurred in foreign countries, the amounts should be disclosed separately for each geographic area for which reserve quantities are disclosed.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

exploration costs, or development costs located in foreign countries?

If some or all of the enterprise's reserves are located in foreign countries, the disclosures of net quantities of reserves and changes should be separately reported for: Enterprise's home country, if significant. Each foreign geographic area (country or group of countries) in which significant reserves are

located.

Reference: FASB Statement 69, paragraph 22

6. Does the company have asset retirement obligation liabilities?

The SEC staff believes that a company should include: Asset retirement costs in its Costs Incurred disclosures in the year that the liability is incurred,

rather than on a cash basis. That is, the Costs Incurred disclosures in a given period should include asset retirement costs capitalized during the year and any gains or losses recognized upon settlement of asset retirement obligations during the period.

Accretion of the liability for an asset retirement obligation in the Results of Operations either as a separate line item, if material, or in the same line item as it is presented on the statement of operations.

Future cash flows related to the settlement of an asset retirement obligation in its Standardized Measure disclosure.

Reference: SEC Sample Letter, February 2004

7. Does the company have operations in the deepwater Gulf of Mexico?

The SEC staff believes that a company can book proved undeveloped reserves in the deepwater Gulf of Mexico if the all of the following tests and associated technical information are used:

Open hole logs; Core samples; Wire line conveyed sampling; and Seismic surveys.

Reference: SEC Sample Letter, April 2004

8. Does the company engage in activity related to buy/sell arrangements for oil and gas

In financial reports covering periods ending on or after December 15, 2004, companies should: Identify separately on the face of the statements of operations, the proceeds and costs associated

with buy/sell and comparable arrangements that are reported on a gross basis for all periods presented -

This can be accomplished by either presenting the amounts as separate line items, or within parenthetical notations next to the captions that include these amounts.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

commodities? Disclose the amounts in a footnote if the amounts are not material enough for disclosure on the face of the statements of operations.

Disclose in the accounting policy notes the characteristics of material arrangements of this type, the circumstances under which they are used, and the accounting literature relied upon in determining whether gross or net reporting should apply.

References: SEC Sample Letter, February 11, 2005; Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IID, Oil and Gas

9. Does the company have capitalized exploratory drilling costs?

The SEC staff commented that it has observed instances where the accounting for exploratory drilling costs has not corresponded to the explicit requirements in FASB Statement No. 19, Financial Accounting and Reporting by Oil and Gas Producing Companies, paragraphs 31-34. The concern expressed by the SEC staff is documented in a letter dated February 11, 2005; however, that letter was issued before the issuance of FASB Staff Position (FSP) FAS 19-1, “Accounting for Suspended Well Costs.” Registrants should consider the guidance in the February 11, 2005 letter but recognize that it was authored shortly after the Exposure Draft of the FSP was issued and has not been updated for the final FSP.

References: SEC Sample Letter, February 11, 2005; FSP FAS 19-1; Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IID, Oil and Gas

10. Does the company report capitalized drilling costs on its balance sheet?

The SEC staff’s view is that companies should disclose the following in the financial statements: The accounting policy regarding capitalization of exploratory drilling costs, including the criteria

management applies in evaluating whether costs incurred meet the criteria for initial and continued capitalization and the frequency with which such evaluations are made;

Total capitalized exploratory drilling costs, as of each balance sheet date, pending the determination of proved reserves;

As of the most recent balance sheet date, the number of wells and amount of such capitalized costs that are associated with:

o Wells in areas requiring a major capital expenditure before production could begin, where additional drilling efforts are not underway or firmly planned for the near future, and

o Wells in areas not requiring a major capital expenditure before production could begin, where more than one year has elapsed since the completion of drilling;

Further subdivisions in amounts based on any additional criteria (such as, particular projects or phases in the exploration programs) that would be meaningful in conveying information about the uncertainty and risk profile of these cost pools;

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

For exploratory drilling costs that continue to be capitalized as such after the completion of drilling, an explanation of the delay in characterizing reserves as proved reserves, including the activities undertaken to evaluate the reserves and the wells, additional information needed before the associated reserves may be classified as proved, and the estimated timing of when the evaluation of the reserves will be completed;

An estimate of the effects on the financial statements as of the beginning of the earliest year and for each year of operations presented that would have resulted from the application of FASB Staff Position FAS 19-1, “Accounting for Suspended Well Costs.”;

A tabular disaggregation of exploratory drilling costs deferred by year, or using several ranges of years, sufficient to convey the length of time that has elapsed since the incurrence of costs for completed individual wells that do not require a major capital expenditure before production could begin, along with an indication of the number of wells to which those costs relate; and

For each period in which a statement of operations is presented, the net changes from period to period in capitalized exploratory drilling costs, including separate disclosure of:

o Additions to capitalized exploratory drilling costs that are pending the determination of proved reserves;

o Capitalized exploratory drilling costs that were reclassified to wells, equipment and facilities based on the determination of proved reserves; and

o Capitalized exploratory drilling costs that were charged to expense.

References: SEC Sample Letter, February 11, 2005; Current Accounting and Disclosure Issues in the Division of Corporation Finance 11/30/06, IID, Oil and Gas

11. Is the entity involved in an oil and gas exchange offering?

Entities that are involved in an oil and gas exchange offering must meet the accounting and disclosure requirements in SAB Topic 2D. Reference: SAB Topic 2D

12. Does the company follow the full cost method of accounting under Rule 4-10(c) of Regulation S-X?

Oil and gas producing companies following the full cost method of accounting should disclose certain information as follows: For each cost center for each year that an income statement is required, disclose the total amount of

amortization expense (per equivalent physical unit of production if amortization is computed on the basis of physical units or per dollar of gross revenue from production if amortization is computed on the basis of gross revenue).

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

State separately on the face of the balance sheet the aggregate of the capitalized costs of unproved properties and major development projects that are excluded, in accordance with paragraph (i)(3) of this rule, from the capitalized costs being amortized. Provide a description in the notes to the financial statements of the current status of the significant properties or projects involved, including the anticipated timing of the inclusion of the costs in the amortization computation. Present a table that shows, by category of cost:

(A) the total costs excluded as of the most recent fiscal year; and

(B) the amounts of such excluded costs incurred:(1) in each of the three most recent fiscal years, and

(2) in the aggregate for any earlier fiscal years in which the costs were incurred. Categories of cost to be disclosed include acquisition costs, exploration costs, development costs in the case of significant development projects and capitalized interest.

[Editor’s note: The disclosure requirement in Regulation S-X, Rule 4-10(c)7 refers to a paragraph k. The SEC deleted that paragraph in Financial Reporting Release 40-A; however, it has not formally removed that guidance from Regulation S-X.]

References: Regulation S-X, Rule 4-10(c)(7)

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Table of Contents Link

3. Registered Management Investment Companies1. Is the company a registered management investment company?

For registered management investment companies and companies required to be registered as management investment companies see Regulation S-X, Article 3, (Rule 3-18) and Article 6 for the form and presentation of financial statements required to be filed.

References: Regulation S-X, Rule 3-18 and Article 6

4. Employee Stock Purchase, Savings, and Similar Plans1. Is the entity an employee stock purchase, savings, or similar plan?

See Regulation S-X, Article 6A for the form and presentation of financial statements required to be filed.

Reference: Regulation S-X, Article 6A

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Table of Contents Link

5. Real Estate Entities1. Are the company’s investments in real estate or mortgage loans on real estate significant?

The disclosure requirements of SAB Topic 7 should be met. Also, schedules required by Regulation S-X, Rule 12-28 and 12-29 should be included in the annual report to shareholders.

References: SAB Topic 7, Regulation S-X, Rules 12-28 and 12-29

2. Is the company classified as a real estate investment trust?

For disclosure requirements for real estate investment trusts, see Regulation S-X, Rule 3-15

3. Does the company have retail land purchases or sales?

For disclosure requirements for real estate operations to be acquired, see Regulation S-X, Rules 3-14 and 8-06 (for smaller reporting companies)

4. Is the company filing a registration statement and using the proceeds to make mortgage loans on operating and commercial real estate?

For registration statements, where proceeds will be used to make significant mortgage loans on operating or commercial property, follow the disclosure requirements of SAB Topic 1I.

References: SAB Topic 1I

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Table of Contents Link

6. Casinos/Hotels1. Is the company a casino/hotel?

Expenses attributable to each of the separate revenue producing activities of casino, hotel and restaurant operations should be separately presented on the face of the income statement.

See SAB Topic 11L for further guidance.

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Table of Contents Link

7. Food Retailers/Department Store Chains1. Is the company a food retailer or department store chain?

Sales of leased or licensed departments are either presented as a separate line item within the income statement or disclosed in a note to the income statement.

Reference: SAB Topic 8A

2. Is the company a retail company that imposes finance charges on credit sales?

Disclose the amount of gross revenue from finance charges in a footnote and identify the income statement line item that includes such revenue.

Reference: SAB Topic 8B

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

Table of Contents Link

8. Insurance Companies1. Is this company an insurance entity?

Insurance Company Disclosures:1. See Article 7 of Regulation S-X.2. The amounts of statutory net income and stockholders' equity and significant statutory

restrictions on dividends must be disclosed for insurance companies.3. For permitted statutory accounting practices (including GAAP practices) that individually or in the

aggregate materially affect statutory surplus or risk-based capital, the following disclosures should be made for the most recent fiscal year presented when the permitted practices differ from the prescribed statutory accounting practices:a. A description of the permitted statutory accounting practice.b. A statement that the permitted statutory accounting practice differs from prescribed statutory

accounting practices. c. The monetary effect on statutory surplus.

4. For permitted statutory accounting practices (excluding GAAP practices) when prescribed statutory accounting practices do not address the accounting for the transaction: a. A description of the transaction and of the permitted statutory accounting practice used. b. A statement that prescribed statutory accounting practices does not address the accounting

for the transaction.5. For each fiscal year for which an income statement is presented, the following information about

the liability for unpaid claims and claim adjustment expenses: a. The balance in the liability for unpaid claims and claim adjustment expenses at the beginning

and end of each fiscal year presented, and the related amount of reinsurance recoverable. b. Incurred claims and claim adjustment expenses with separate disclosure of the provision for

insured events of the current fiscal year and of increases or decreases in the provision for insured events of prior fiscal years.

c. Payments of claims and claim adjustment expenses with separate disclosure of payments of claims and claim adjustment expenses attributable to insured events of the current fiscal year and to insured events of prior fiscal years.

d. Reasons for the change in the provision for incurred claims and claim adjustment expenses attributable to insured events of prior fiscal years and whether additional premiums or return premiums have been accrued as a result of the prior-year effects.

References: Regulation S-X Article 7and SAB Topic 5W

General Disclosures DisclosureRequirements

Reference

Question Y N Disclosure Requirements Met?

For all YES answers, respond to the disclosure requirements and provide a reference.

2. Is the company an insurance company with other than normal recurring uncertainties?

Provide FAS 5 disclosures for property/casualty insurance claims and IBNR claim reserves, when specific uncertainties (i.e., other-than-normal or recurring uncertainties) exist or judgmental adjustments are made to historical experience for insufficiently understood claims activity.

Reference: SAB Topic 5W

3. Does the company provide property and/or liability insurance?

For property/liability insurance companies: Adopting or changing policy with respect to discounting certain unpaid claims liabilities related to

short-duration insurance contracts, see SAB Topic 5N Underwriting and claims reserving experience of property-casualty underwriters, see Financial

Reporting Release 20. Participation in high-yield financing, highly leveraged transactions, or non-investment grade loans

and investments, see Financial Reporting Release 36.

References: SAB Topic 5N, FRR 20,and FRR 36

4. Has the company acquired a life insurance company accounted for as a purchase, and did the company recognize an asset for the present value of future profits of the existing contracts?

Disclose: A description of the registrant’s accounting policy; An analysis of the present value of profits (PVP) asset account for each year for which an income

statement is presented; The estimated amount or percentage of the end of the year PVP balance to be amortized during

each of the next five years.

Reference: EITF 92-9