MD&A DISCLOSURES CHECKLIST
As of December 31, 2008How to Use the MD&A Disclosures Checklist This MD&A Disclosures Checklist is for registrant MD&As included in SEC 1934 and 1933 Act domestic filings, such as Form 10-K,10-Q, and S-1. This checklist addresses SEC requirements and is divided into the sections noted in the table of contents below. This checklist prompts you with questions on SEC requirements. The checklist provides background material and references tothe SEC source material. The references include both the official positions of the SEC and SEC staff practice and guidance. Theofficial positions of the SEC include Regulation S-K, the codified Accounting Series Releases (ASRs) and Financial ReportingReleases (FRRs), and Accounting and Auditing Enforcement Releases (AAERs). SEC staff practice and guidance includes Staff Accounting Bulletins (SABs), uncodified FRRs, Summaries by the Division of Corporation Finance, Current Issues and RulemakingProjects by the Division of Corporation Finance, SEC FAQ documents, SEC views expressed at Emerging Issues Task ForceMeetings (EITF), minutes of AICPA committees with SEC staff, SEC staff letters, and SEC staff speeches. Official positions of theSEC
staff practice and guidance should be followed in all SEC filings. The checklist also provides a column for you to note that the 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 complianceprocedures. 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 companythat 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 theSEC previously used. The SEC has issued the following two resources for smaller reporting companies on the transition to thenew rules (both available on
Accounting Research Manager)
© 2008 CCH INCORPORATED. All Rights Reserved.A WoltersKluwer Business.