Division of Corporation Finance

Compliance and Disclosure Interpretations

The interpretations presented below reflect the views of the staff of the Division of Corporation Finance. They are not rules, regulations, or statements of the Commission. Further, the Commission has neither approved nor disapproved these interpretations.

These positions do not necessarily contain a discussion of all material considerations necessary to reach the conclusions stated, and they are not binding due to their highly informal nature. Accordingly, these responses are intended as general guidance and should not be relied on as definitive. There can be no assurance that the information presented in these interpretations is current, as the positions expressed may change without notice.

The Division currently is in the process of updating and reformatting its interpretive positions in the categories listed in the Index below. Items presented in italics are presented in the new format.

Index

Securities Act Sections

• Publicly Available Telephone Interpretations
• March 1999 Interim Supplement to Publicly Available Telephone Interpretations
• Staff Legal Bulletin No. 3A June 18, 2008 (UPDATED 06/18/08)
  Section 3(a)(10) exemption from the Securities Act's registration requirements and the resale status of securities received in transactions exempt from registration pursuant to Section 3(a)(10) (Revised).
• Staff Legal Bulletin No. 4 Sept. 16, 1997
  Whether Section 5 of the Securities Act of 1933 applies to spin-offs; also addresses related matter, including how securities received in spin-offs may be resold under the Securities Act.
• Excerpts from November 2000 Current Issues Outline
• Excerpt from March 2001 Quarterly Update to Current Issues Outline

Securities Act Rules

• Publicly Available Telephone Interpretations
• March 1999 Interim Supplement to Publicly Available Telephone Interpretations
• Securities Offering Reform Questions and Answers
• Securities Offering Reform Transition Questions and Answers

Securities Act Rule 144

• Compliance and Disclosure Interpretations

Securities Act Rule 415

• Publicly Available Telephone Interpretations
• March 1999 Interim Supplement to Publicly Available Telephone Interpretations

Securities Act Regulation D and Rule 701

• Publicly Available Telephone Interpretations

Industry Guides

• Publicly Available Telephone Interpretations
• Excerpt from November 2000 Current Issues Outline

Securities Act Forms

• Publicly Available Telephone Interpretations
• March 1999 Interim Supplement to Publicly Available Telephone Interpretations
• Excerpt from March 2001 Quarterly Update to Current Issues Outline

Securities Act Form S-3

• Publicly Available Telephone Interpretations
• Securities Offering Reform Questions and Answers
• Securities Offering Reform Transition Questions and Answers

Regulation S-K

• Compliance and Disclosure Interpretations (UPDATED 07/03/08)
• See also Staff Observations in the Review of Executive Compensation Disclosure

Regulation AB

• Publicly Available Telephone Interpretations
• Staff Statement on Certain Programming Changes to EDGAR for Issuers of Asset-Backed Securities
• Excerpt from November 2000 Current Issues Outline

Exchange Act Sections

• Publicly Available Telephone Interpretations
• Staff Legal Bulletin No. 2 Apr. 15, 1997
  Requests to modify the Securities Exchange Act of 1934 periodic reporting of issuers that are either reorganizing or liquidating under the provisions of the United States Bankruptcy Code.
• Excerpt from March 2001 Quarterly Update to Current Issues Outline

Exchange Act Rules

• Publicly Available Telephone Interpretations
• March 1999 Interim Supplement to Publicly Available Telephone Interpretations

Proxy Rules and Schedule 14A

• Publicly Available Telephone Interpretations
• March 1999 Interim Supplement to Publicly Available Telephone Interpretations
• July 2001 Interim Supplement to Publicly Available Telephone Interpretations
• September 2004 Interim Supplement to Publicly Available Telephone Interpretations (Regarding Unbundling under Rule 14a-4(a)(3))

Shareholder Proposals

• Staff Legal Bulletin No. 14 Jul. 13, 2001
• Staff Legal Bulletin No. 14A Jul. 12, 2002
• Staff Legal Bulletin No. 14B Sept. 15, 2004
• Staff Legal Bulletin No. 14C Jun. 28, 2005

Regulations 13D and 13G and Schedules

• Publicly Available Telephone Interpretations

Going Private Rules and Schedule 13E-3

• Publicly Available Telephone Interpretations
• July 2001 Interim Supplement to Publicly Available Telephone Interpretations
• Excerpt from November 2000 Current Issues Outline

Tender Offer Rules and Schedules

• Publicly Available Telephone Interpretations
• July 2001 Interim Supplement to Publicly Available Telephone Interpretations
• Excerpt from November 2000 Current Issues Outline
• Excerpt from March 2001 Quarterly Update to Current Issues Outline

Regulation M-A and Related Rules

• July 2001 Interim Supplement to Publicly Available Telephone Interpretations
• Excerpt from November 2000 Current Issues Outline

Exchange Act Section 16 and Related Rules and Forms

• Compliance and Disclosure Interpretations (UPDATED 06/26/08)

Exchange Act Form 8-K

• Compliance and Disclosure Interpretations (UPDATED 06/26/08)

Other Exchange Act Forms

• Publicly Available Telephone Interpretations
• March 1999 Interim Supplement to Publicly Available Telephone Interpretations
• Excerpt from March 2001 Quarterly Update to Current Issues Outline

Trust Indenture Act of 1939

• Compliance and Disclosure Interpretations

Plain English

• Staff Legal Bulletin No. 7A Jun. 7, 1999
  An updated guide to the plain English rule and amendments that apply to public companies filing with the Division of Corporation Finance (Updated)
  See also: SLB No. 7 Sept. 4, 1998
• A Plain English Handbook: How to Create Clear SEC Disclosure Documents (News Story [revised], August 20, 1998)

Regulation FD and Rule 10b5-1

• May 30, 2001 Interim Supplement to Publicly Available Telephone Interpretations

Non-GAAP Financial Measures

• Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures

Sarbanes-Oxley Act of 2002

• Frequently Asked Questions

Sarbanes-Oxley Act Section 404 and Related Rules

• Staff Statement on Management's Report on Internal Control Over Financial Reporting (May 16, 2005)
• Management's Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports; Frequently Asked Questions (revised September 24, 2007)

Confidential Treatment Requests

• Staff Legal Bulletin No. 1A Jul. 11, 2001
  Confidential Treatment Requests (with Addendum) (Revised).
  See also: SLB No. 1 Feb. 28, 1997
• Excerpt from June 2001 Quarterly Update to Current Issues Outline

Staff Observations in the Review of Executive Compensation Disclosure

• Compliance and Disclosure Interpretations

Oil and Gas

• Excerpt from November 2000 Current Issues Outline
• See also Accounting and Financial Reporting and Industry Guides