CURRENT DEVELOPMENTS
IN THE
DIVISION OF CORPORATION FINANCE
th
Wayne Carnall
Chief Accountant
Division of Corporation Finance
April 30, 2009
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The Securities and Exchange
Commission, as a matter of policy, disclaims responsibility for any private publication or statement by any of its employees. Therefore, the views expressed today are our own, and do not necessarily reflect the views of the Commission or the other members of the staff of the
Commission.
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• Rules
• Communications
• Reviews/Current Environment
• Miscellaneous Items
• Goals for the Future
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• IFRS in the US - Proposal
 Two Parts – roadmap and limited early use
 Comment period – recently ended
• Oil and Gas
 Disclosure
 Accounting
• FIRE
• XBRL
• Technical Amendments
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• Outreach Program
 Accounting Firms
 Investor Groups
 Other Organizations
• Letters – waivers, interpretations, etc . dcaoletters@sec.gov
• E-mail vs. phone calls
 Efficiency
 Future Guidance
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Letters sent to approximately 30 financial institutions, plus posted on our website given the much broader applicability of the guidance http://www.sec.gov/divisions/corpfin/guidance/fai rvalueltr0308.htm
http://www.sec.gov/divisions/corpfin/guidance/fai rvalueltr0908.htm
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Wayne Carnall, Chief Accountant
Steven Jacobs, Associate Chief Accountant
Hugh West, Accounting Branch Chief
Mark Kronforst, Accounting Branch Chief
Kevin Woody, Accounting Branch Chief
Angela Crane, Accounting Branch Chief
Kevin L. Vaughn, Accounting Branch Chief
Joel Parker, Accounting Branch Chief
Brian Bhandari, Accounting Branch Chief
Division of Corporation Finance
November 2008 8

• Overview of the Agency and Division
• Recent Developments
• The Comment Letter Process
• Financial Reporting Issues Frequently
Raised in Comment Letters
• Management Report on Internal Control over Financial Reporting
• Resources
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• Impairments and Related Disclosure
(including SOP 94-6)
· Back-door Registrations and the
Reporting Requirements
· Related Party Transaction
· Restricted Net Assets
· SRC Transitions and Determinations
· ICFR
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History of the “Training Manual
• Developed around 1990
• Prepared by the staff of the Division of
Corporation Finance for the staff of the Division of Corporation Finance
• Last version was 2000
• Goals for updating
 End of Summer 2008 – 11:44am September 22
 October 31, 2008
 12:08pm December 9, 2008
• Contest for new name
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• Location http://sec.gov/divisions/corpfin/cffinancialrepor tingmanual.pdf
• Updating
 March 31, 2009
 Next update
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Topic 1 – Registrant’s Financial Statements
Topic 2 – Other Financial Statements
Topic 3 – Pro Forma Information
Topic 5 – Smaller Reporting Companies
Topic 6 – Foreign Private Issuers
Topic 7 - Related Party Matters
Topic 8 – Non GAAP Measures
Topic 9 – MD&A
Topic 12 – Reverse Acquisitions
Topic 13 – Subsequent Events
Topic 14 – Tender Offers
Topic 15 – Employee Stock Benefit Plans
Topic 16 - MJDS
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Wayne Carnall
Chief Accountant
Craig Olinger
Deputy Chief Accountant
(Operations)
Associate Chief
Accountants
Mark Kronforst
Deputy Chief Accountant
(Policy) New
Associate Chief Acct (New),
Staff
Accountant, Academic
Fellow
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• Reason for the new group
• Responsibilities of the new group
 Work closely with the AD groups to facilitate the sharing of information with and the resolution of issues among the accounting staff in the entire Division


Coordinating the updating and publication of the Financial
Reporting Manual on a real time basis
Creating and issuing other forms of guidance – primarily internal, but also external guidance on financial reporting and disclosure
 Developing/revising policies and programs with respect to the Division’s accounting, technical and interpretative program
 Organizing and developing accounting training sessions
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• Document on our website that explains the review process and provides names and numbers with people to call with questions http://www.sec.gov/divisions/corpfin/cffilingre view.htm
• Responding to comment letters


Bad practice
Good practice
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• Impairment of goodwill
 Market cap below book value
 Determining fair value of reporting unit
 Not just accounting – implications to the business
 MD&A disclosure – critical accounting assumptions
• Accounting for income taxes
 Valuation allowances

 Disclosures
 Implications to the business
APB 23 – Undistributed earnings
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• Pension – assumptions, curtailments
• Investments – OTTI
 New FSPs
• Segments –
 Disclosure
 Reporting units – impairment
 Aggregation
• Liquidity
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• Going concern
• IFRS 7
• Statement of cash flows
• TARP, TALF, etc
• Codification
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• Experiences this past year
• In preparing a “SAB 99” memo -
 Companies are simply listing the 8 points in
SAB 99 and indicating “no” and concluding the error is not material
 Companies should provide company specific information on their assertion
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• Disposal of interest in equity affiliates and significance test for 3-09 financial statements
• Form S-8 – change in financial statements that require retroactive application
• Item 11(b) of Form S-3 – SFAS 160 et al
• Transitional Provisions of FSP APB 14-1
• Consents – C&DI – Question 141.02
• Non GAAP – C&DI – Question 102.05
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• Complete CF-OCA reorganization
• Continue the outreach program
• Keep current the Financial Reporting Manual and develop interpretations that will be part of
C&DIs
• Update/eliminate certain information on our website
• Develop “No Action” style letters for certain items
• Keep current the guidance for smaller issuers
• Issue guidance on areas of focus for community banks
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