Form of Delivery and Content of Correspondence for OCA Consultations

How do I correspond with OCA on consultations and what information should I include?

When sending correspondence to OCA, please note in the email (or in the address line if sending physical mail) whether the request should be directed to the:

• Accounting Group - Interpretations
• Professional Practice Group - Independence

Addressing the letter as such, rather than to the Chief Accountant, a Deputy Chief Accountant, or other individual OCA staff member, will help expedite the process.

Generally, the use of email will facilitate the most timely receipt and attention to correspondence. Emails should be directed as follows:

• Accounting matters: OCARequest@sec.gov
• Professional Practice auditor independence matters: OCA-Independence@sec.gov

If a company prefers to send paper copies of the submission, a copy should be sent to OCA at the following address:

Office of the Chief Accountant
U.S. Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 6628
Washington, D.C. 20549-6628

Whether sending a submission by email or paper copy, there is no need to send a submission by more than one method.

The submission should include the name and telephone number for a contact person with the company. Also include the names of the company's local audit partner and other technical resources consulted, such as national office personnel. If a company wishes to provide the submission confidentially, it should submit a confidential treatment request under SEC Rule 83 (17 CFR 200.83). The submission and the confidential treatment request must comply with the procedural requirements of Rule 83 and the substantive requirements of the Freedom of Information Act (5 U.S.C. § 552) (FOIA). More information on Rule 83 and FOIA is available through the SEC’s Office of FOIA Services.

Filings with the Division of Corporation Finance or the Division of Investment Management that are made with an issue pending in OCA should indicate within the transmittal correspondence the nature and status of the issue. Filings made shortly after the resolution of an issue where the consultation was made on a pre-filing basis should indicate within the transmittal correspondence the nature of the issue and the response provided by OCA staff.

Content of Correspondence

Based on our experience, OCA can more quickly address a company's questions when the following information is provided:

• Overview of the nature of the company's business, together with condensed financial information including assets, stockholders' equity, revenues, gross margin, pretax income, and other relevant measures.
• Timing considerations such as pending filing deadlines or registration efforts.
• Detailed information regarding the specific facts and circumstances giving rise to the accounting, financial reporting, auditing or independence issue, including but not limited to the business purpose of the transaction or arrangement if it is not otherwise apparent.
• Specific accounting, financial reporting, auditing or independence questions raised.
• The conclusions reached and the basis for such conclusions.
• Outline of the possible alternative answers considered and rejected.
• Analysis of the current and future financial statement impact of the alternatives considered.
• Discussion of planned disclosures about the proposed accounting, including the location of the disclosures.
• The audit committee's views on the proposed accounting treatment or auditor independence issue.
• Considerations of any prior SEC staff positions related to the issue, to the extent the company or its auditors are aware of any such prior positions.
• The conclusion of the company's auditor with respect to the accounting, auditing or independence issue and whether the submission and the proposed resolution of the issue have been discussed with the auditor's national office or other technical resource, and if so, when this discussion occurred.
• A description of any current or previous discussions or correspondence with the Divisions of Enforcement, Corporation Finance, or Investment Management or any other Division or Office of the Commission regarding the issue(s) in the submission.

Companies should include copies of relevant documents that may assist the staff in reaching a conclusion. Such documents might include organizational charts, contracts or legal documents, relevant press releases, and board of directors' minutes or presentations.

Concluding Correspondence

For a company's records, upon the resolution of an issue, a company may prepare and send to the staff a letter describing the company's understanding of the staff's position. In those instances, a draft of the letter should be sent for staff review. The final letter will likely be incorporated into OCA's files.