Excerpts From Speeches by the Staff of the Office of the Chief Accountant Through December 6, 2001

 U.S. Securities and Exchange Commission

 Washington, D.C.

 Summary: This document contains excerpts from speeches made in years prior to 2001 by the staff of the Office of the Chief Accountant. The excerpts contained in this document address matters with broad applicability that the FASB is currently addressing or that the staff plans to refer to the EITF for possible further consideration as well as matters related to pooling-of-interests accounting under Accounting Principles Board Opinion No. 16, Business Combinations. The staff believes that these views provide an accurate presentation of current practice. The views on pooling-of-interests accounting will be removed from this website once the transition period for FASB Statements No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets, has ended. The views on the remaining matters will be removed once resolved by the FASB or the EITF process.

Table of Contents

1. Consolidation of Special Purpose Entities

   1. Factors to Consider in Determining Sponsor of SPE (Ragone, 2000)
   2. Impact of Total Return Swaps (Pimentel, 1997)
   3. Applicability of ARB 51 and Statement 94 to SPEs (Ragone, 1999)
2. Business Combination Issues — Other Than Pooling

   1. Common Control Transactions (Coallier, 1997)
   2. Joint ventures — Gain Recognition Upon Formation (Book, 1993)
   3. LBO — Definition of "Highly Leveraged" in the Context of EITF 88-16 (SEC Staff, 1992)
   4. Push Down Accounting Where Public Debt is Not Significant (Casey, 1999)
   5. Other

      1. Reverse Spin-Off Accounting (Blackley, 2000)
      2. Leveraged Recapitalization of a Division (Casey, 1998)
3. Business Combination Issues — Pooling-of-Interests

   1. Attributes of Combining Enterprises — Autonomy Condition

      1. Personal Holding Company (Smith, 1997)
      2. Autonomy of Spun-Off Entity (Heckler, 1996)
   2. Manner of Combining Interests — Common-Stock-for-Common-Stock Condition

      1. Common Stock With Graduated Voting Rights (Rodgers, 1999)
      2. Determination of Residual Equity Interests (Holmes, 1993)
      3. Stock for Net Assets (Book, 1993)
   3. Manner of Combining Interests — Change in Equity Interests Condition

      1. Curing Alterations of Equity Interests (Adams, 1997)
      2. S-Corp Distributions (Holmes, 1993)
      3. Acceleration and Termination of Stock Options (Holmes, 1993)
      4. Option Repricing (Book, 1993)
      5. Acceleration of Vesting at Discretion of Board (SEC Staff, 1991)
      6. Target Dividend Equalization (SEC Staff, 1991)
   4. Manner of Combining Interests — Treasury Stock Condition

      1. Repurchase of Shares to Settle Litigation — ASR 146-A (Casey, 1998)
      2. Share Exchange With Shareholder (Jones, 1998)
      3. Recapitalization — Computation of Tainted Treasury Shares (Jones, 1997)
      4. Curing Tainted Treasury Shares (Holmes, 1993)
   5. Manner of Combining Interests — Contingency Condition

      1. Calculation of 10% Limitation for General Management Representations (Smith, 1997)
      2. Settlement Contingency in Excess of 10% (Holmes, 1993)
      3. Noncompete and Other Compensation Arrangements (Book, 1993)
      4. Extension of One Year Limit for Settlement of Environmental Liabilities (SEC Staff, 1991)
   6. Absence of Planned Transactions — Planned Share Repurchases — Consideration of Fractional Shares (Casey, 1998)
   7. Absence of Planned Transactions — Financial Arrangements — Underwriting Fees (Holmes, 1993)
   8. Absence of Planned Transactions — Planned Dispositions

      1. Transfer or Sale of Held-to-Maturity Securities (Desroches, 1998)
      2. Extraordinary Treatment of Impairment of Assets Identified as Held for Sale (Coallier, 1996)
   9. Other

      1. Rule 10b5-1 Sales by Insiders During Risk Sharing Period (Blackley, 2000)
      2. Cashless Exercise of Options During Risk-Sharing Period (Holmes, 1993)
      3. Actions of Controlling Shareholder(s) (Book, 1993)