The SEC Institute HHH 26th annual National SEC Reporting Conference The Latest SEC & FASB/IASB Developments November 15-16, 2010 Washington, DC The Ritz-Carlton, Pentagon City Chair: Tracey C. Golden, CPA External Inspections Liaison Partner Deloitte & Touche LLP December 2-3, 2010 San Diego, CA Omni San Diego Hotel Chair: Carol A. Stacey, MSA, CPA Vice President The SEC Institute December 13-14, 2010 San Francisco, CA The Ritz-Carlton, San Francisco Chair: Robert J. Laux, CPA, CMA Sr. Director, Financial Accounting & Reporting Microsoft Corporation December 20-21, 2010 NEW YORK, NY The Marriott Marquis Chair: James W. Barge, CPA Executive Vice President, Controller, Tax and Treasury, Viacom, Inc. Senior officials from the SEC and FASB will join a star‑studded faculty chosen from industry, public accounting and law to share their perspectives with you. Keynote addresses by: Jim Leisenring, Howard Scheck, Scott Taub and Lynn Turner Corporation Finance Update: Priorities, frequent comments plus new rulemaking and guidance The Coming Tsunami: FASB to change Financial Statement Presentation, Financial Instruments, Leases and Revenue Recognition ...Plus other major convergence projects to be finalized in 2011 EITF issues and other accounting changes effective now Accounting Hot Topics: The SEC staff’s progress on the work plan for Global Accounting Standards and recent OCA interpretations Implementation Challenges: Tips on crafting disclosure of loss contingencies, the revised statement of comprehensive income, fair value, proxy info …and much more! 18 CPE Credits Networking and Practical Learning from the Leading Industry Experts. Copyright © 2010 The SEC Institute, Inc. The SEC Institute is not affiliated with The U.S. Securities and Exchange Commission. Follow Us WASHINGTON, DC SAN DIEGO, CA November 15 – 16, 2010 December 2 – 3, 2010 The Ritz-Carlton, Pentagon City Omni San Diego Hotel Forum chair Forum chair Tracey C. Golden, CPA* Carol A. Stacey, MSA, CPA* KEYNOTE SPEAKER KEYNOTE SPEAKER Howard A. Scheck, CPA Scott A. Taub, CPA* Faculty Faculty Anthony V. Aaron, CFA, ASA Anthony V. Aaron, CFA, ASA Robert Blake Robert Blake Pradsadh Cadambi, CPA W. Brinkley Dickerson, Jr., P.C. Antonia Chion, Esq. Trevor Farver, CPA W. Brinkley Dickerson, Jr., P.C. Jillian Forusz, CPA Melanie F. Dolan, CPA* Wendy M. Hambleton, CPA John M. Donohue, CPA Stephanie Hunsaker, CPA Martin P. Dunn, Esq.* John M. McCoy, III Katherine Gill-Charest, CPA Douglas T. Parker, CPA* Jay D. Hanson, CPA Josh D. Paul, CPA Matthew Kelpy, CPA Richard C. Paul, CPA** Eric C. Knachel, CPA Michael A. Piazza, Esq.* Thomas C. Newkirk, Esq.* Scott M. Stanton, Esq. Alison T. Spivey, CPA* Brian C. Stevens, CPA** Carol A. Stacey, MSA, CPA* Daniel Zwarn, CPA External Inspections Liaison Partner Deloitte & Touche LLP Chief Accountant, Division of Enforcement U.S. Securities and Exchange Commission Valuation Principal, Transaction Advisory Services Ernst & Young LLP Senior Director, Interactive Services Bowne & Co., Inc. Practice Fellow Financial Accounting Standards Board Associate Director, Division of Enforcement U.S. Securities and Exchange Commission Partner Troutman Sanders LLP Partner, Professional Practice, Audit & Risk Advisory KPMG LLP Professional Accounting Fellow, Office of the Chief Accountant U.S. Securities and Exchange Commission Partner O’Melveny & Myers LLP Vice President and Deputy Controller Viacom Inc. Partner and National Director of Accounting McGladrey & Pullen, LLP Vice President & Assistant Controller AOL LLP Partner, Accounting Consultation Deloitte & Touche LLP Partner Jenner & Block LLP Partner Ernst & Young LLP Vice President The SEC Institute * Former Senior SEC Official ** Former Senior FASB Official Vice President The SEC Institute Managing Director, Financial Reporting Advisors, LLC (Former Acting Chief Accountant, U.S. SEC) Valuation Principal, Transaction Advisory Services Ernst & Young LLP Senior Director, Interactive Services Bowne & Co., Inc. Partner Troutman Sanders LLP Practice Fellow Financial Accounting Standards Board Sr. Manager., External Reporting, Technical Accounting & M&A Adobe Systems Incorporated Partner, National SEC Director BDO Seidman, LLP Associate Chief Accountant, Division of Corporation Finance U.S. Securities and Exchange Commission Associate Regional Director, Enforcement, Los Angeles Regional Office U.S. Securities and Exchange Commission Partner PricewaterhouseCoopers LLP Professional Accounting Fellow, Office of the Chief Accountant U.S. Securities and Exchange Commission Partner Deloitte & Touche LLP Shareholder Greenberg Traurig LLP Partner Morrison & Foerster LLP Partner KPMG LLP Accounting Consulting Services Partner PricewaterhouseCoopers LLP San Francisco, CA New York, NY The ritz-carlton Marriott Marquis Times Square December 13 – 14, 2010 December 20 – 21, 2010 Forum chair Forum chair Robert J. Laux, CPA, CMA** James W. Barge, CPA* KEYNOTE SPEAKER KEYNOTE SPEAKER Lynn E. Turner, CPA* James J. Leisenring, CPA Faculty Faculty Anthony V. Aaron, CFA, ASA Anthony V. Aaron, CFA, ASA Robert Blake Robert Blake Wesley R. Bricker, CPA Muneera Carr, CPA* Kevin Brower, CPA Angela J. Crane, CPA Jill S. Davis, CPA Carol A. “John” Davidson, CPA W. Brinkley Dickerson, Jr., P.C. Scott W. Friestad, Esq. Senior Director, Financial Accounting & Reporting Microsoft Corporation Former Chief Accountant U.S. Securities and Exchange Commission Valuation Principal, Transaction Advisory Services Ernst & Young LLP Senior Director, Interactive Services Bowne & Co., Inc. Professional Accounting Fellow U.S. Securities and Exchange Commission Practice Fellow Financial Accounting Standards Board Associate Chief Accountant, Division of Corporation Finance U.S. Securities and Exchange Commission Partner Troutman Sanders LLP Jordan D. Eth, Esq. Partner Morrison & Foerster LLP Marc J. Fagel, Esq. Regional Director, San Francisco Regional Office U.S. Securities and Exchange Commission Jay D. Hanson, CPA Partner and National Director of Accounting McGladrey & Pullen, LLP Liesl A. Nebel, CPA Accounting Policy Controller Intel, Inc. Carol A. Stacey, MSA, CPA* Vice President The SEC Institute Joseph B. Ucuzoglu, CPA* Partner Deloitte & Touche LLP James J. Wheaton, Esq. Partner Troutman Sanders LLP Melinda D. Whittington, CPA Director, Corporate Accounting Procter & Gamble Company Daniel Zwarn, CPA Accounting Consulting Services Partner PricewaterhouseCoopers LLP * Former Senior SEC Official ** Former Senior FASB Official Executive Vice President, Controller, Tax and Treasury Viacom, Inc. Senior Counsel, FASB (Former Member, IASB) Valuation Principal, Transaction Advisory Services Ernst & Young LLP Senior Director, Interactive Services Bowne & Co., Inc. Chief Accounting Officer Comerica Bank Associate Chief Accountant, Division of Corporation Finance U.S. Securities and Exchange Commission Senior Vice President, Controller & CAO Tyco International Ltd. Associate Director & Special Advisor to the Director, Division of Enforcement U.S. Securities and Exchange Commission Timothy S. Kviz, CPA* Vice President - Accounting Policy Freddie Mac Brian J. Lane, Esq.* Partner Gibson, Dunn & Crutcher LLP Carlo D. Pippolo, CPA* ** Partner & Director, Standard Setting of the Americas Accounting Standards Group Ernst & Young LLP Carol A. Stacey, MSA, CPA* Vice President The SEC Institute Carlton E. Tartar, CPA Associate Chief Accountant, Office of the Chief Accountant U.S. Securities and Exchange Commission James J. Wheaton, Esq. Partner Troutman Sanders LLP Robert L. Worsheck, CPA Practice Fellow Financial Accounting Standards Board Michael R. Young, Esq. Partner Willkie Farr & Gallagher LLP Daniel Zwarn, CPA Accounting Consulting Services Partner PricewaterhouseCoopers LLP The 26th ANNUAL NATIONAL SEC REPOR DAY ONE 7:30 a.m. Registration & Networking Breakfast 8:00 - 8:15 a.m. Welcome & Program Introduction 8:15 - 10:45 a.m. The Division of Corporation Finance Speaks: SEC Reporting Update •Update on recent rulemaking and other activity • Update on staff reviews • Frequent staff comment areas •• Fair value measurement and disclosure •• Securities impairment - OTTI •• Revenue recognition •• Goodwill and intangibles impairment •• Segments •• Debt •• Income taxes •• Consolidations •• Pensions •• Retroactive application of accounting standards •• More! 10:45 - Noon SEC Comment Letters: Recent Examples of Hot Buttons •Navigating the comment letter database • Comment letter themes • Following a major comment from the initial letter & comment trigger to resolution • Tips to avoid a prolonged comment process • Avoiding unnecessary comments Noon - 1:30 p.m. Luncheon & Luncheon Keynote Address 1:30 - 2:30 p.m. MD&A: Crafting Informative Disclosure in Times of Uncertainty •The critical role of liquidity and cash flow in a challenging yet recovering credit environment • Trend and risk disclosure – Alerting investors while protecting the company • Critical accounting estimates - jettisoning the junk and crafting meaningful disclosure • New Sources of Disclosure “requirements’ – Debt covenants, climate change, Congressional activity… • Beyond the Checklist: Prescriptive v. principles-based disclosure • Recent SEC comment examples • The role of the audit committee and senior management • Lessons from SEC enforcement actions and securities lawsuits 2:45 - 4:00 p.m. Disclosure Changes for Your Upcoming Annual Report •FASB’s updated guidance on Disclosure of Certain Loss Contingencies • Non-GAAP measures: Disclosing your important metrics and addressing SEC concerns • What’s new for proxies? • Disclosure effects of the Dodd-Frank Wall Street Reform and Consumer Protection Act, including: •• Disclosure of ratings information •• Executive Compensation 4:00 - 5:00 p.m. Staying Out of Trouble: SEC Enforcement and Litigation Update •Changes in the reinvigorated Division of Enforcement • Priorities amid an increasing caseload •• Financial fraud •• Subprime investigations •• FCPA •• Insider trading • The current litigation landscape •• What makes a case criminal? • What typically triggers SEC enforcement actions? • Mistakes to avoid– SEC and Counsel perspectives • Analysis of recent enforcement cases • Cooperation and defense strategies •• New SEC tools to encourage greater cooperation 5:00 - 6:00 p.m. Cocktail Reception for Faculty, Participants and their Guests OUR PARTICIPANTS SAY IT BEST. “I enjoyed hearing from SEC staff and hear their personal views.” Celia Nass, Director, External Financial Reporting, Winn Dixie Stores, Inc. (May 2010) “Every year I come away from your conference with no less than 3 critical items for action.” Teresa Covello, SVP, Chief Accounting Officer & Treasurer, MFA Financial Inc. (May 2010) “SEC Institute programs are always timely and informative, and this has been one of the most extraordinary conferences yet.” David Garner, Sr. Vice President, Finance & Controller, Simmons First National Corp. (June 2010) ORTING CONFERENCE • 18 CPE Cr edits DAY TWO 7:30 a.m. Networking Breakfast 8:00 - 9:30 a.m. The FASB/IASB and EITF Update •Convergence status and progress on the Memorandum of Understanding • Major Convergence Projects with 2011 Estimated Completion Dates •• Financial statement presentation •• Fair value measurement •• Consolidations •• Debt vs. equity • Recently Completed Projects and other Near-Term Projects •• Disclosures about credit quality, effective now! •• Goodwill impairment testing •• Statement of comprehensive income •• Going concern •• Troubled debt restructuring •• Reporting discontinued operations •• Balance sheet – Offsetting •• Various other EITF issues and ASUs (Accounting Standards Updates) • Effective date and transition decisions • Conceptual Framework Project • Disclosure Framework Project • Heads-up on Industry-Specific Guidance 9:45 - 11:30 a.m. Roundtable Discussion: Get Ready for the Upcoming FASB Tsunami •Leases • Financial instruments • Statement of comprehensive income • Revenue recognition 11:30 - 12:30 p.m. The Office of the Chief Accountant Speaks: Hot Accounting Topics •Practice issues attracting OCA attention • Update on the roadmap to IFRS, status of the SEC staff’s work plan for Global Accounting Standards • Recent and anticipated future changes in staff guidance, including Staff Accounting Bulletins • Other projects 12:30 - 1:30 p.m. Luncheon 1:30 - 2:45 p.m. Concurrent Sessions (Choose one) Session A: Recent Developments in Revenue Recognition—Effective Now! •Discussion of recent EITF issues and implementation issues • The pitfalls of ignoring software elements of your products • Multiple element arrangements – They’re everywhere! • Complying with the new disclosures Session B: Understanding Valuations •Review of valuation methodologies and how to select the right one(s) •• When to use more than one and how to weight them •• Examples of assets/liabilities and common measurement techniques • Tips on preparing your own valuation or how to know when you need help •• Help is on the way from the VRG and updated valuation practice aids • I use a valuation specialist, so: •• How do I make sure they are competent? •• After I hire them, what else do I have to do? • Understanding how to evaluate inputs/assumptions for reasonableness • How to ensure your auditor is comfortable with the valuation, use of pricing services, and the like • Navigating the disclosure maze 3:00 - 4:30 p.m. XBRL Update: Getting Ready for Year 1 and Year 2 Tagging •SEC Filing Program Update – Eye-openers • 2011 US GAAP Taxonomies – New and improved? • The Game Plan – Preparing and Succeeding in XBRL submissions 4:30 p.m. Adjournment As always, topics/materials will be updated to reflect last-minute information. “One of the best seminars that I have attended in 15 years. Extremely informative and relevant.” Brian Hoover, Vice President, Financial Accounting, Rite Aid Corporation (June 2010) “Really appreciate the use of actual examples.” Stephen Bornholdt, Corporate Accounting Manager, Wawa Inc. (May 2010) “First time at this conference and extremely impressed. Speakers were savvy and eminently qualified. Will attend again!” Lynn Parks, Director, Financial Accounting, Flagstone Reinsurance Holdings S.A. (May 2010) Optional Value-Added WORKSHOPS Save an additional $100 when taken with 26th ANNUAL CONFERENCE Accounting for Business Combinations Revenue Recognition In Depth San Francisco: December 15 New York: December 22 San Francisco: December 15-16 New York: December 16-17 This workshop will help you: This workshop will help you: •Understand the definitions of a business and a business combination •Learn the newest implementation issues addressed by the standard-setters. •Understand how to apply the acquisition method •Learn how to determine acquisition date and measure consideration •Learn the issues and details of the GAAP literature for revenue recognition, the SEC’s Staff Accounting Bulletin guidance in Topic 13 (SAB 104) •Learn about contingent consideration accounting •Learn about Multiple Element Revenue Recognition issues •Learn which assets and liabilities are measured at fair value and where other measurement bases are used •Learn about software revenue recognition issues •Learn all the details of acquisition accounting, including current recognition of expenses, no accrual of exit costs and other areas •Understand the “Day Two” accounting •Learn how to use the measurement period guidance and the retrospective adjustment process •Understand the impact on your annual goodwill impairment test •Solve case study problems •Understand SEC staff hot buttons and review examples •Review the requirements concerning percentage-of-completion accounting •Survey other revenue recognition guidance, recently compiled in the FASB codification •Solve case problems to deepen your understanding •Discuss how to write a robust, transparent revenue recognition accounting policy •Understand SEC staff hot buttons •Review the FASB’s and IASB’s revenue recognition projects 8 CPE Credits 12 CPE Credits Please visit our website www.secinstitute.com for detailed workshop agendas or to register Continuing professional education The SEC Institute, Inc. is registered with the National Association of State Boards of Accountancy (NASBA), as a sponsor of continuing professional education on the National Registry of CPE sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to: The National Registry of CPE Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN 37219-2417, NASBA Web site: www.nasba.org Continuing Legal Education: The SEC Institute, Inc. is also recognized as an accredited sponsor of MCLE seminars in most states. Annual Conference: 18 CPE Credits -- Learning Objectives: To update corporate financial executives on the more important financial and other management issues that impact their areas of responsibility over the near term and for year-end reporting. Accounting for Business Combinations: 8 CPE Credits -- Learning Objectives: To learn the requirements of and how to implement Business Combinations in Consolidated Financial Statements. Revenue Recognition In Depth: 12 CPE Credits -- Learning Objectives: To provide an understanding of the requirements of revenue recognition principles. Delivery Method: Group/Live Prerequisites/Advance Preparation: None Program Level: Overview HOTEL ACCOMODATIONS The SEC Institute reserves a block of rooms at exclusive rates in the hotels where our conferences are held. Reservations may be made online at www.secinstitute.com/hotel.html or by calling the hotel directly and asking for The SEC Institute group rate. Please note the hotel cut-off dates below. Rooms will be assigned on a space-available basis; we recommend reservations be made early. The Ritz-Carlton, Pentagon City Reservations: (800) 241-3333 • Online: www.secinstitute.com/hotel.html Group Rate and Deadline: $265 Sgl/Dbl until October 18 or until sold out 1250 South Hayes Street, Arlington, VA 22202 Omni San Diego Hotel Reservations: (800) 843-6664 • Online: www.secinstitute.com/hotel.html Group Rate and Deadline: $205 Sgl/Dbl until November 4 or until sold out 675 L Street, San Diego, CA 92101 The Ritz-Carlton, San Francisco Reservations: (800) 241-3333 • Online: www.secinstitute.com/hotel.html Group Rate and Deadline: $205 Sgl/Dbl until November 17 or until sold out 600 Stockton at California Street, San Francisco, CA 94108 Marriott Marquis Times Square Reservations: (800) 266-9432 • Online: www.secinstitute.com/hotel.html Group Rate and Deadline: $219 Sgl/Dbl (Sun. – Wed. only) $459 Sgl/Dbl (Sat.) until November 23 or until sold out 1535 Broadway, New York, NY 10036 Please Note: Revenue Recognition In Depth Workshop Only Reservations Tel: (212) 398-1900 Group Rate and Deadline: $299 Sgl/Dbl until November 19 or until sold out About the SEC Institute Founded in 1983 by Andrew C. Saxlehner, MBA, CPA, The SEC Institute has been dedicated to one goal: helping public companies in the United States and abroad do the best possible job of meeting the filing requirements of the U.S. Securities and Exchange Commission. Our organization conducts workshops and conferences focusing on SEC and FASB rules and regulations. As SEC Reporting Specialists we are in the unique position to offer you: Experience and Talent – Our unbeatable workshop instructors include former high-ranking SEC officials and national office accounting partners. They live up to their high ratings by tailoring presentations to your needs. Availability – Expect our instructors to provide quick answers to your technical questions-even after the seminar is over! Insight – The country’s highest-rated speakers presenting at our Midyear and Annual SEC Reporting and FASB Conferences are also the “movers and shakers” in the industry. Beyond mere updates--expect analysis of the latest developments. Guarantee – Constantly researched course content and materials provide you with relevant and current SEC and FASB issues and guidance--or your money back. NATIONAL ADVISORY BOARD The SEC Institute’s programs are monitored by a prestigious group of nationally recognized SEC & FASB experts. To view the list of Board members, please visit www.secinstitute.com. 26th Annual National SEC Reporting Conference The SEC Institute HHH 5301 Blue Lagoon Drive, Suite 590 Miami, Florida 33126-2098 USA FOUR EASY WAYS TO REGISTER: ONLINE: www.secinstitute.com/sched/menu_nrc.html FAX: (305) 529-9441 PHONE: (305) 529-1550 mail: The SEC Institute, 5301 Blue Lagoon Dr., Ste. 590, Miami, FL 33126 REGISTRATION FORM & FEES REGISTRATION INFORMATION Please photocopy this form for additional registrants. If the information on your label is incorrect, please complete the following: LAST NAME FIRST NAME MI NICKNAME FOR BADGE JOB TITLE CITY FAX STATE ZIP E-MAIL Special needs or dietary requirements payment information Payment is due in advance by check, Visa, MasterCard, American Express, Discover or Diners Club. Registrations within 15 days of the conference require credit card payment. Confirmation and detailed instructions will be e-mailed immediately after payment processing. Registration fees include materials, breakfasts, breaks, luncheons and receptions. Total Fee $__­­­­­­­­_______ o Check or Money Order (Payable to The SEC Institute, Inc.) Charge to: oVisa oMasterCard oAmEx oDiners Club oDiSCOVER Card # Exp. Date Cardholder's name Events: First registration 26th ANNUAL CONFERENCE o Washington, DC November 15-16 o San Francisco, CA December 13-14 o San Diego, CA December 2-3 o New York, NY December 20-21 Accounting for Business Combinations o San Francisco, CA December 15 o New York, NY December 22 Revenue Recognition In Depth o San Francisco, CA December 15 -16 o New York, NY December 16-17 Second Registration (from the same organization) $1,495 $1,345 $995 $1,145 $895 $1,045 Cancellation Policy: Substitutions can be made at any time prior to the event via email at registrar@secinstitute.com. To receive a full refund, cancellation notice must be received via email 15 business days prior to the event. Registrants whose cancellation notices are received after the 15-day deadline will receive a transferable, nonrefundable credit letter, less a $195 administrative fee. Credit balance will be applied towards any future SEC Institute event for up to one year from the original cancellation date. COMPANY/FIRM MAILING ADDRESS o Please photocopy this form for additional registrants. DISCOUNT POLICY: When 5 or more registrants attend from the same organization each registrant receives 20% off. COMPANY/FIRM NAME PHONE PRSRT STD Auto U.S. Postage Paid Miami, Fl Permit # 2555 SECURITY CODE Signature