Public Company Accounting Oversight Board; Notice of Filing of Proposed Rules on Annual and Special Reporting by Registered Public Accounting Firms, 29092-29110 [E9-14294]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 74, Number 116 (Thursday, June 18, 2009)]
[Notices]
[Pages 29092-29110]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E9-14294]



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Part III





Securities and Exchange Commission





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Public Company Accounting Oversight Board; Notice of Filing of Proposed 
Rules on Annual and Special Reporting by Registered Public Accounting 
Firms; Notice

Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / 
Notices

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-60107; File No. PCAOB-2008-04]


Public Company Accounting Oversight Board; Notice of Filing of 
Proposed Rules on Annual and Special Reporting by Registered Public 
Accounting Firms

June 12, 2009.

    Pursuant to Section 107(b) of the Sarbanes-Oxley Act of 2002 (the 
``Act''), notice is hereby given that on June 10, 2008, the Public 
Company Accounting Oversight Board (the ``Board'' or ``PCAOB'') filed 
with the Securities and Exchange Commission (the ``Commission'' or 
``SEC'') the proposed rules described in Items I and II below, which 
items have been prepared by the Board. The Commission is publishing 
this notice to solicit comments on the proposed rules from interested 
persons.

I. Board's Statement of the Terms of Substance of the Proposed Rule

    On June 10, 2008, the Board adopted rules consisting of eight new 
rules (PCAOB Rules 2200-2207) concerning annual and special reporting 
by registered public accounting firms, instructions to two forms to be 
used for such reporting (Form 2 and Form 3), and related amendments to 
existing Board Rules. The proposed rules text is set out below.

Section 2. Registration and Reporting

Part 2--Reporting

2200. Annual Report
    Each registered public accounting firm must file with the Board an 
annual report on Form 2 by following the instructions to that form. 
Unless directed otherwise by the Board, the registered public 
accounting firm must file such annual report and exhibits thereto 
electronically with the Board through the Board's Web-based system.
2201. Time for Filing of Annual Report
    Each registered public accounting firm must file the annual report 
on Form 2 no later than June 30 of each year, provided, however, that a 
registered public accounting firm that has its application for 
registration approved by the Board in the period between and including 
April 1 and June 30 of any year shall not be required to file an annual 
report in that year.

    Note: Pursuant to Rule 1002, in any year in which the filing 
deadline falls on a Saturday, Sunday, or federal legal holiday, the 
deadline for filing the annual report shall be the next day that is 
not a Saturday, Sunday, or federal legal holiday.

2202. Annual Fee
    Each registered public accounting firm must pay an annual fee to 
the Board on or before July 31 of any year in which the firm is 
required to file an annual report on Form 2. The Board will, from time 
to time, announce the current annual fee. No portion of the annual fee 
is refundable.
2203. Special Reports
    (a) A registered public accounting firm must file a special report 
on Form 3 to report information to the Board as follows--
    (1) Upon the occurrence, on or after [effective date of this rule], 
of any event specified in Form 3, a registered public accounting firm 
must report the event in a special report filed no later than thirty 
days after the occurrence of the event;
    (2) No later than thirty days after receiving notice of Board 
approval of its application for registration, a registered public 
accounting firm that becomes registered after [effective date of this 
rule] must file a special report to report any event specified in Form 
3 that occurred after the date used by the firm for purposes of General 
Instruction 9 to Form 1 and before the date that the Board approved the 
firm's registration; and
    (3) No later than [date thirty days after the effective date of 
this rule], a registered public accounting firm that is registered as 
of [effective date of this rule], must file a special report to report, 
to the extent applicable to the firm, certain information described in 
General Instruction 4 to Form 3 and current as of [effective date of 
this rule].
    (b) A registered public accounting firm required to file a special 
report shall do so by filing with the Board a special report on Form 3 
in accordance with the instructions to that form. Unless directed 
otherwise by the Board, a registered public accounting firm must file 
such special report and exhibits thereto electronically with the Board 
through the Board's Web-based system.
2204. Signatures
    Each signatory to a report on Form 2 or Form 3 shall manually sign 
a signature page or other document authenticating, acknowledging or 
otherwise adopting his or her signature that appears in typed form 
within the electronic submission. Such document shall be executed 
before or at the time the electronic submission is made and shall be 
retained by the filer for a period of seven years. Upon request, an 
electronic filer shall provide to the Board or its staff a copy of all 
documents retained pursuant to this Rule.
2205. Amendments
    Amendments to a filed report on Form 2 or Form 3 shall be made by 
filing an amended report on Form 2 or Form 3 in accordance with the 
instructions to those forms concerning amendments. Amendments shall not 
be filed to update information in a report that was correct at the time 
the report was filed, but only to correct information that was 
incorrect at the time the report was filed or to provide information 
that was omitted from the report and was required to be provided at the 
time the report was filed.
2206. Date of Filing
    (a) An annual report shall be deemed to be filed on the date on 
which the registered public accounting firm submits a Form 2 in 
accordance with Rule 2200 that includes the signed certification 
required in Part X of Form 2.
    (b) A special report on Form 3 shall be deemed to be filed on the 
date that the registered public accounting firm submits a Form 3 in 
accordance with Rule 2203 that includes the signed certification 
required in Part VIII of Form 3.
2207. Assertions of Conflicts With Non-U.S. Laws
    If, in a report on Form 2 or Form 3, a foreign registered public 
accounting firm omits any information or affirmation required by the 
instructions to the relevant form on the ground that it cannot provide 
such information or affirmation on the form filed with the Board 
without violating non-U.S. law, the foreign registered public 
accounting firm shall--
    (a) In accordance with the instructions to the form--
    (1) Indicate that it has omitted required information or 
affirmations on the ground that it cannot provide such information or 
affirmations on the form filed with the Board without violating non-
U.S. law;
    (2) Identify all Items on the form with respect to which it has 
withheld any required information or affirmation on that ground; and
    (3) Represent that, with respect to all such omitted information or 
affirmations, the foreign registered public accounting firm has 
satisfied the requirements of paragraph (b) of this Rule and has in its 
possession the materials required by paragraph (c) of this Rule;

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    (b) Before filing the form with the Board, make reasonable, good 
faith efforts, where not prohibited by law, to seek any consents or 
waivers that would be sufficient to allow it to provide the required 
information or affirmation on the form filed with the Board without 
violating non-U.S. law;
    (c) Have in its possession, before the date on which the foreign 
registered public accounting firm files the form with the Board and for 
a period of seven years thereafter--
    (1) An electronic version of the form that includes all information 
required by the instructions to the form (including certification and 
signature) and a manually signed signature page or other document that 
would satisfy the requirement of Rule 2204 if that version of the form 
were filed with the Board;
    (2) A copy of the provisions of non-U.S. law that the foreign 
registered public accounting firm asserts prohibit it from providing 
the required information or affirmations on the form filed with the 
Board, and an English translation of any such provisions that are not 
in English;
    (3) A legal opinion, in English, addressed to the foreign 
registered public accounting firm and that the foreign registered 
public accounting firm has reason to believe is current with respect to 
the relevant point of law, that the firm cannot provide the omitted 
information or affirmation on the form filed with the Board without 
violating non-U.S. law;
    (4) A written representation, in English, that the Firm has made 
reasonable efforts, and a written description of those efforts, to 
obtain consents or waivers that would be sufficient to allow it to 
provide the required information or affirmation on the form filed with 
the Board, manually signed by the same person whose signature appears 
in the certification portion of the form, and indicating that the 
signer has reviewed the description and that the description is, based 
on the signer's knowledge, accurate and does not contain any untrue 
statements of material fact or omit to state a material fact necessary 
to make the statements made not misleading, and dated--
    (i) For Form 2, after the end of the reporting period and no later 
than the date of the Form 2 filing; and
    (ii) For Form 3, after the date of the reportable event and no 
later than the date of the Form 3 filing;
    (d) Not later than the fourteenth day after any request by the 
Board or by the Director of the Division of Registration and 
Inspections for any of the documents described in subparagraphs (2)-(4) 
of paragraph (c) of this Rule, file an amended report on Form 2 or Form 
3 including, as an exhibit to the amended report, the requested 
documents; and
    (e) Not later than the fourteenth day after any request by the 
Board for any of the information included in the document described in 
subparagraph (1) of paragraph (c) of this Rule, file an amended report 
on Form 2 or Form 3 including the requested information.

    Note: Rule 2207(c)(1) does not require that the version of the 
form maintained by the firm include any affirmation required by Part 
IX of Form 2. If the firm withholds any such affirmation, however, 
the asserted legal conflict must be addressed in accordance with 
subparagraphs (2)-(4) of Rule 2207(c).


    Note: Rule 2207(c)(1) does not require a firm to include on the 
form maintained by the firm any information (1) that the firm does 
not possess, and (2) as to which the firm asserts that the firm 
would violate non-U.S. law by requiring another person to provide 
the information to the firm. The asserted legal conflict that 
prevents the firm from requiring another person to provide the 
information to the firm, however, must be addressed in accordance 
with subparagraphs (2)-(4) of Rule 2207(c).


    Note: The ``reasonable efforts'' element of Rule 2207(c)(4) does 
not require a firm to renew efforts to seek consents or waivers from 
parties who have previously declined to provide consents or waivers 
with respect to disclosure of similar types of information and does 
not require a firm to seek consents or waivers from parties other 
than firm personnel and firm clients.

Forms

Form 2--Annual Report Form

General Instructions
    1. Submission of this Report. A registered public accounting firm 
must use this Form to file with the Board the annual report required by 
Section 102(d) of the Act and Rule 2200 and to file any amendments to 
an annual report. Unless otherwise directed by the Board, the Firm must 
file this Form, and all exhibits to this Form, electronically with the 
Board through the Board's Web-based system.
    2. Defined Terms. The definitions in the Board's rules apply to 
this Form. Italicized terms in the instructions to this Form are 
defined in the Board's rules. In addition, as used in the instructions 
to this Form, the term ``the Firm'' means the registered public 
accounting firm that is filing this Form with the Board.
    3. When Report is Considered Filed. Annual reports on this Form are 
required to be filed each year on or before June 30, subject to the 
qualification in Rule 2201 concerning any firm that has its application 
for registration approved by the Board in the period between and 
including April 1 and June 30. An annual report is considered filed 
when the Firm has submitted to the Board a Form 2 in accordance with 
Rule 2200 that includes the signed certification required in Part X of 
Form 2.
    4. Period Covered by this Report. Annual reports on this Form shall 
cover a 12-month period from April 1 to March 31, subject to the 
qualification in Part VIII of Form 2 relating to the first annual 
report filed by a firm that becomes registered after [effective date of 
Rule 2201]. In the instructions to this Form, this is the period 
referred to as the ``reporting period.''
    5. Amendments to this Report. Amendments shall not be filed to 
update information in a filed Form 2 that was correct at the time the 
Form was filed, but only to correct information that was incorrect at 
the time the Form was filed or to provide information that was omitted 
from the Form and was required to be provided at the time the Form was 
filed. When filing a Form 2 to amend an earlier filed Form 2, the Firm 
must supply not only the corrected or supplemental information, but 
must include in the amended Form 2 all information, affirmations, and 
certifications that were required to be included in the original Form 
2. The Firm may access the originally filed Form 2 through the Board's 
Web-based system and make the appropriate amendments without needing to 
re-enter all other information.

    Note: The Board will designate an amendment to an annual report 
as a report on ``Form 2/A.''

    6. Rules Governing this Report. In addition to these instructions, 
the rules contained in Part 2 of Section 2 of the Board's rules govern 
this Form. Please read these rules and the instructions carefully 
before completing this Form.
    7. Requests for Confidential Treatment. The Firm may, by marking 
the Form in accordance with the instructions provided, request 
confidential treatment of any information submitted in Part VI, Part 
VII, or Exhibit 99.3 of this Form that has not otherwise been publicly 
disclosed and that either contains information reasonably identified by 
the Firm as proprietary information or that is protected from public 
disclosure by applicable laws related to confidentiality of 
proprietary, personal, or other information. See Rule 2300. Foreign 
registered public accounting firm's may also request confidential

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treatment for Item 3.2 and Exhibit 3.2, though U.S. firms may not do 
so. If the Firm requests confidential treatment, it must identify the 
information in Part VI, Part VII, or Exhibit 99.3 (or, for a foreign 
registered public accounting firm, Item 3.2 and Exhibit 3.2) that it 
desires to keep confidential, and include, as Exhibit 99.1 to this 
Form, an exhibit that complies with the requirements of Rule 
2300(c)(2). The Board will determine whether to grant confidential 
treatment requests on a case-by-case basis. If the Firm fails to 
include Exhibit 99.1, or includes an Exhibit 99.1 that fails to comply 
with Rule 2300(c)(2), the request for confidential treatment may be 
denied solely on the basis of that failure.
    8. Assertions of Conflicts with Non-U.S. Law. If the Firm is a 
foreign registered public accounting firm, the Firm may, unless 
otherwise directed by the Board pursuant to Rule 2207(e), decline to 
provide certain information and affirmations required by this Form if 
the Firm could not provide such information or affirmations without 
violating non-U.S. law and the Firm proceeds in accordance with Rule 
2207. The Firm may withhold responsive information and affirmations on 
that basis from any Part of the Form other than Parts I, II, and X and 
Items 3.1.a, 3.1.b, 3.1.d, and 4.1. If the firm withholds responsive 
information or affirmations, the Firm must indicate, in accordance with 
the instructions in the relevant Part of the Form, the particular Items 
with respect to which the Firm has withheld responsive information or a 
required affirmation. The Firm may not use the Form to make any general 
assertion that a particular requirement may conflict with non-U.S. law, 
but only to indicate that, on the basis of an asserted conflict, the 
Firm has in fact withheld from this Form required information or a 
required affirmation.
    9. Language. Information submitted as part of this Form, including 
any exhibit to this Form, must be in the English language.

Part I--Identity of the Firm and Contact Persons

    In Part I, the Firm should provide information that is current as 
of the date of the certification in Part X.

Item 1.1 Name of the Firm

    a. State the legal name of the Firm.
    b. If different than its legal name, state the name or names under 
which the Firm issues audit reports, or issued any audit report during 
the reporting period.
    c. If the Firm's legal name at the beginning of the reporting 
period was different than the name provided under Item 1.1.a, state 
that legal name and any other legal name the Firm had during the 
reporting period. Include the legal name of any registered public 
accounting firm that merged into, or was acquired by, the Firm during 
the reporting period.

Item 1.2 Contact Information of the Firm

    a. State the physical address (and, if different, mailing address) 
of the Firm's headquarters office.
    b. State the telephone number and facsimile number of the Firm's 
headquarters office. If available, state the Web site address of the 
Firm.

Item 1.3 Primary Contact With the Board

    State the name, business title, physical business address (and, if 
different, business mailing address), business telephone number, 
business facsimile number, and business e-mail address of a partner or 
authorized officer of the Firm who will serve as the Firm's primary 
contact with the Board, including for purposes of the annual report 
filed on this Form and any special reports filed on Form 3.

Part II--General Information Concerning This Report

Item 2.1 Reporting Period

    State the reporting period covered by this report.

    Note: The reporting period, which the Firm should enter in Item 
2.1, is the period beginning on April 1 of the year before the year 
in which the annual report is required to be filed and ending March 
31 of the year in which the annual report is required to be filed. 
That is the period referred to where this Form refers to the 
``reporting period.'' Note, however, the special instruction at the 
beginning of Part VIII concerning the first annual report filed by 
certain firms.

Item 2.2 Amendments

    If this is an amendment to a report previously filed with the 
Board--
    a. Indicate, by checking the box corresponding to this item, that 
this is an amendment.
    b. Identify the specific Item numbers of this Form (other than this 
Item 2.2) as to which the Firm's response has changed from that 
provided in the most recent Form 2 or amended Form 2 filed by the Firm 
with respect to the reporting period.

Part III--General Information Concerning the Firm

Item 3.1 The Firm's Practice Related to the Registration Requirement

    a. Indicate whether the Firm issued any audit report with respect 
to an issuer during the reporting period.
    b. In the event of an affirmative response to Item 3.1.a, indicate 
whether the issuers with respect to which the Firm issued audit reports 
during the reporting period were limited to employee benefit plans that 
file reports with the Commission on Form 11-K.
    c. In the event of a negative response to Item 3.1.a, indicate 
whether the Firm played a substantial role in the preparation or 
furnishing of an audit report with respect to an issuer during the 
reporting period.
    d. In the event of a negative response to both Items 3.1.a and 
3.1.c, indicate whether, during the reporting period, the Firm issued 
any document with respect to financial statements of a non-issuer 
broker-dealer in which the Firm either set forth an opinion on the 
financial statements or asserted that no such opinion can be expressed.

Item 3.2 Fees Billed to Issuer Audit Clients

    a. Of the total fees billed by the Firm to all clients for services 
that were rendered in the reporting period, state the percentage (which 
may be rounded, but no less specifically than to the nearest five 
percent) attributable to fees billed to issuer audit clients for--
    1. Audit services;
    2. Other accounting services;
    3. Tax services; and
    4. Non-audit services.
    b. Indicate, by checking the appropriate box, which of the 
following two methods the Firm used to calculate the percentages 
reported in Item 3.2.a--
    1. The Firm used as a denominator the total fees billed to all 
clients for services rendered during the reporting period and used as 
numerators (for each of the four categories) total fees billed to 
issuer audit clients for the relevant services rendered during the 
reporting period.
    2. The Firm used as a denominator the total fees billed to all 
clients in the Firm's fiscal year that ended during the reporting 
period and used as numerators (for each of the four categories) total 
issuer audit client fees as determined by reference to the fee amounts 
disclosed to the Commission by those clients for each client's fiscal 
year that ended during the reporting period (including, for clients who 
have not made the required Commission filings, the fee amounts required 
to be disclosed).

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    c. If the Firm has used a reasonable method to estimate the 
components of the calculations described in Item 3.2.b, rather than 
using the specific data, check this box and attach Exhibit 3.2 briefly 
describing the reasons for doing so and the methodology used in making 
those estimates.

    Note: In responding to Item 3.2, careful attention should be 
paid to the definitions of the italicized terms, which are found in 
Board Rules 1001(i)(iii) (issuer), 1001(a)(v) (audit), 1001(a)(vii) 
(audit services), 1001(o)(i) (other accounting services), 1001(t)(i) 
(tax services), and 1001(n)(ii) (non-audit services). The 
definitions of the four categories of services correspond to the 
Commission's descriptions of the services for which an issuer must 
disclose fees paid to its auditor. Compare the descriptions of 
services in Item 9(e) of Commission Schedule 14A (17 CFR Sec.  
240.14a-101) under the headings ``Audit Fees,'' ``Audit-Related 
Fees,'' ``Tax Fees,'' and ``All Other Fees'' with, respectively, the 
Board's definitions of Audit Services, Other Accounting Services, 
Tax Services, and Non-Audit Services.

Part IV--Audit Clients and Audit Reports

Item 4.1 Audit Reports Issued by the Firm

    a. Provide the following information concerning each issuer for 
which the Firm issued any audit report(s) during the reporting period--
    1. The issuer's name;
    2. The issuer's CIK number, if any; and
    3. The date(s) of the audit report(s).
    b. If the Firm identified any issuers in response to Item 4.1.a., 
indicate, by checking the box corresponding to the appropriate range 
set out below, the total number of Firm personnel who exercised the 
authority to sign the Firm's name to an audit report during the 
reporting period. If the Firm checks the box indicating that the number 
is in the range of 1-9, provide the exact number.
    1-9
    10-25
    26-50
    51-100
    101-200
    More than 200

    Note: In responding to Item 4.1, careful attention should be 
paid to the definition of audit report, which is found in Rule 
1001(a)(vi) of the Board's Rules, and which does not encompass 
reports prepared for entities that are not issuers, as that term is 
defined in Rule 1001(i)(iii). Careful attention should also be paid 
to the definition of issuer. The Firm should not, for example, 
overlook the fact that investment companies may be issuers, or that 
employee benefit plans that file reports on Commission Form 11-K are 
issuers.


    Note:  In responding to Item 4.1, do not list any issuer more 
than once. For each issuer, provide in Item 4.1.a.3 the audit report 
dates (as described in AU 530, Dating of the Independent Auditor's 
Report) of all such audit reports for that issuer, including each 
date of any dual-dated audit report.


    Note: Note: In responding to Item 4.1.a.3, it is not necessary 
to provide the date of any consent to an issuer's use of an audit 
report previously issued for that issuer, except that, if such 
consents constitute the only instances of the Firm issuing audit 
reports for a particular issuer during the reporting period, the 
Firm should include that issuer in Item 4.1 and include the dates of 
such consents in Item 4.1.a.3.

Item 4.2 Audit Reports With Respect to Which the Firm Played a 
Substantial Role During the Reporting Period

    a. If no issuers are identified in response to Item 4.1.a, but the 
Firm played a substantial role in the preparation or furnishing of an 
audit report that was issued during the reporting period, provide the 
following information concerning each issuer with respect to which the 
Firm did so--
    1. The issuer's name;
    2. The issuer's CIK number, if any;
    3. The name of the registered public accounting firm that issued 
the audit report(s);
    4. The end date(s) of the fiscal period(s) covered by the financial 
statements that were the subject of the audit report(s); and
    5. A description of the substantial role played by the Firm with 
respect to the audit report(s).

    Note:  If the Firm identifies any issuer in response to Item 
4.1, the Firm need not respond to Item 4.2.


    Note: In responding to Item 4.2, do not list any issuer more 
than once.

Part V--Offices and Affiliations

    In Part V, the Firm should provide information that is current as 
of the last day of the reporting period.

Item 5.1 Firm's Offices

    List the physical address and, if different, the mailing address, 
of each of the Firm's offices.

Item 5.2 Audit-related Memberships, Affiliations, or Similar 
Arrangements

    a. State whether the Firm has any:
    1. Membership or affiliation in or with any network, arrangement, 
alliance, partnership or association that licenses or authorizes audit 
procedures or manuals or related materials, or the use of a name in 
connection with the provision of audit services or accounting services;
    2. Membership or affiliation in or with any network, arrangement, 
alliance, partnership or association that markets or sells audit 
services or through which joint audits are conducted; or
    3. Arrangement, whether by contract or otherwise, with another 
entity through or from which the Firm employs or leases personnel to 
perform audit services.
    b. If the Firm provides an affirmative response to Item 5.2.a, 
identify, by name and address, the entity with which the Firm has each 
such relationship, and provide a brief description of each such 
relationship.

    Note: Item 5.2.b does not require information concerning every 
other entity that is part of the network, arrangement, alliance, 
partnership or association, but only information concerning the 
network, arrangement, alliance, partnership, or association itself, 
or the principal entity through which it operates.

Part VI--Personnel

    In Part VI, the Firm should provide information that is current as 
of the last day of the reporting period.

Item 6.1 Number of Firm Personnel

    Provide the following numerical totals--
    a. Total number of the Firm's accountants;
    b. Total number of the Firm's certified public accountants (include 
in this number all accountants employed by the Firm with comparable 
licenses from non-U.S. jurisdictions); and
    c. Total number of the Firm's personnel.

Part VII--Certain Relationships

Item 7.1 Individuals With Certain Disciplinary or Other Histories

    a. Other than a relationship required to be reported in Item 4.1 of 
Form 3, and only if the Firm has not previously identified the 
individual and the sanction or Commission order on Form 1, Form 2, or 
Form 3, state whether, as of the end of the reporting period, the Firm 
has any employee, partner, shareholder, principal, member, or owner who 
was the subject of a Board disciplinary sanction or a Commission order 
under Rule 102(e) of the Commission's Rules of Practice, entered within 
the five years preceding the end of the reporting period and without 
that sanction or order having been vacated on review or appeal, and who 
provided at least ten hours of audit services for any issuer during the 
reporting period.
    b. If the Firm provides an affirmative response to Item 7.1.a, 
provide--

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    1. The name of each such individual;
    2. A description of the nature of the relationship;
    3. The date that the Firm entered into the relationship; and
    4. The date of the relevant order and an indication whether it was 
a Board order or a Commission order.

Item 7.2 Entities With Certain Disciplinary or Other Histories

    a. Other than a relationship required to be reported in Item 4.2 of 
Form 3, and only if the Firm has not previously reported the 
information on Form 1, Form 2, or Form 3, state whether, as of the end 
of the reporting period, the Firm was owned or partly owned by an 
entity that was the subject of (a) a Board disciplinary sanction 
entered within the five years preceding the end of the reporting 
period, which has not been vacated on review or appeal, suspending or 
revoking that entity's registration or disapproving that entity's 
application for registration, or (b) a Commission order under Rule 
102(e) of the Commission's Rules of Practice entered within the five 
years preceding the end of the reporting period, which has not been 
vacated on appeal, suspending or denying the privilege of appearing or 
practicing before the Commission.
    b. If the Firm provides an affirmative response to Item 7.2.a, 
provide--
    1. The name of each such entity;
    2. A description of the nature of the relationship;
    3. The date that the Firm entered into the relationship; and
    4. The date of the relevant order and an indication whether it was 
a Board order or a Commission order.

Item 7.3 Certain Arrangements To Receive Consulting or Other 
Professional Services

    a. Other than a relationship required to be reported in Item 4.3 of 
Form 3, state whether the Firm received, or entered into a contractual 
or other arrangement to receive, from any individual or entity meeting 
the criteria described in Items 7.1.a or 7.2.a, consulting or other 
professional services related to the Firm's audit practice or related 
to services the Firm provides to issuer audit clients.
    b. If the Firm provides an affirmative response to Item 7.3.a, 
provide--
    1. The name of each such individual or entity;
    2. A description of the nature of the relationship;
    3. The date that the Firm entered into the relationship;
    4. A description of the services provided or to be provided to the 
Firm by the individual or entity; and
    5. The date of the relevant order and an indication whether it was 
a Board order or a Commission order.

Part VIII--Acquisition of Another Public Accounting Firm or Substantial 
Portions of Another Public Accounting Firm's Personnel

    If the Firm became registered on or after [effective date of Rule 
2201], the first annual report that the Firm files must provide this 
information for the period running from the date used by the Firm for 
purposes of General Instruction 9 of Form 1 (regardless of whether that 
date was before or after the beginning of the reporting period) through 
March 31 of the year in which the annual report is required to be 
filed.

Item 8.1 Acquisition of Another Public Accounting Firm or Substantial 
Portions of Another Public Accounting Firm's Personnel

    a. State whether the Firm acquired another public accounting firm.
    b. If the Firm provides an affirmative response to Item 8.1.a, 
provide the name(s) of the public accounting firm(s) that the Firm 
acquired.
    c. State whether the Firm, without acquiring another public 
accounting firm, took on as employees, partners, shareholders, 
principals, members, or owners 75% or more of the persons who, as of 
the beginning of the reporting period, were the partners, shareholders, 
principals, members, or owners of another public accounting firm.
    d. If the Firm provides an affirmative response to Item 8.1.c, 
provide the name of the other public accounting firm and the number of 
the other public accounting firm's former partners, shareholders, 
principals, members, owners, and accountants that joined the Firm.

Part IX--Affirmation of Consent

Item 9.1 Affirmation of Understanding of, and Compliance With, Consent 
Requirements

    Whether or not the Firm, in applying for registration with the 
Board, provided the signed statement required by Item 8.1 of Form 1, 
affirm that--
    a. The Firm has consented to cooperate in and comply with any 
request for testimony or the production of documents made by the Board 
in furtherance of its authority and responsibilities under the 
Sarbanes-Oxley Act of 2002;
    b. The Firm has secured from each of its associated persons, and 
agrees to enforce as a condition of each such person's continued 
employment by or other association with the Firm, a consent indicating 
that the associated person consents to cooperate in and comply with any 
request for testimony or the production of documents made by the Board 
in furtherance of its authority under the Sarbanes-Oxley Act of 2002, 
and that the associated person understands and agrees that such consent 
is a condition of his or her continued employment by or other 
association with the Firm; and
    c. The Firm understands and agrees that cooperation and compliance, 
as described in Item 9.1.a, and the securing and enforcing of consents 
from its associated persons as described in Item 9.1.b, is a condition 
to the continuing effectiveness of the registration of the Firm with 
the Board.

    Note 1: The affirmation in Item 9.1.b shall not be understood to 
include an affirmation that the Firm has secured such consents from 
any associated person that is a registered public accounting firm.


    Note 2: The affirmation in Item 9.1.b shall not be understood to 
include an affirmation that the Firm has secured such consents from 
any associated person that is a foreign public accounting firm in 
circumstances where that associated person asserts that non-U.S. law 
prohibits it from providing the consent, so long as the Firm 
possesses in its files documents relating to the associated person's 
assertion about non-U.S. law that would be sufficient to satisfy the 
requirements of subparagraphs (2) through (4) of Rule 2207(c) if 
that associated person were a registered public accounting firm 
filing a Form 2 and withholding this affirmation. This exception to 
the affirmation in Item 9.1.b does not relieve the Firm of its 
obligation to enforce cooperation and compliance with Board demands 
by any such associated person as a condition of continued 
association with the Firm.


    Note 3: If the Firm is a foreign registered public accounting 
firm, the affirmations in Item 9.1 that relate to associated persons 
shall be understood to encompass every accountant who is a 
proprietor, partner, principal, shareholder, officer, or audit 
manager of the Firm and who provided at least ten hours of audit 
services for any issuer during the reporting period.

Part X--Certification of the Firm

Item 10.1 Signature of Partner or Authorized Officer

    This Form must be signed on behalf of the Firm by an authorized 
partner or officer of the Firm including, in accordance with Rule 2204, 
both a signature that appears in typed form within the electronic 
submission and a corresponding manual signature retained by the Firm. 
The signer must certify that--
    a. the signer is authorized to sign this Form on behalf of the 
Firm;

[[Page 29097]]

    b. the signer has reviewed this Form;
    c. based on the signer's knowledge, the Firm has filed a special 
report on Form 3 with respect to each event that occurred before the 
end of the reporting period and for which a special report on Form 3 is 
required under the Board's rules;
    d. based on the signer's knowledge, this Form does not contain any 
untrue statement of a material fact or omit to state a material fact 
necessary to make the statements made, in light of the circumstances 
under which such statements were made, not misleading; and
    e. either--
    1. based on the signer's knowledge, the Firm has not failed to 
include in this Form any information or affirmation that is required by 
the instructions to this Form, or
    2. based on the signer's knowledge--
    (A) the Firm is a foreign registered public accounting firm and has 
not failed to include in this Form any information or affirmation that 
is required by the instructions to this Form except for information or 
affirmations that the Firm asserts it cannot provide to the Board on 
this Form 2 without violating non-U.S. law;
    (B) with respect to any such withheld information or affirmation, 
the Firm has satisfied the requirements of PCAOB Rule 2207(b) and has 
in its possession the materials required by PCAOB Rule 2207(c); and
    (C) the Firm has indicated, in accordance with the instructions to 
this Form, each Item of this Form with respect to which the Firm has 
withheld any required information or affirmation.
    The signature must be accompanied by the signer's title, the 
capacity in which the signer signed the Form, the date of signature, 
and the signer's business mailing address, business telephone number, 
business facsimile number, and business e-mail address.

Part XI--Exhibits

    To the extent applicable under the foregoing instructions or the 
Board's rules, each annual report must be accompanied by the following 
exhibits:

Exhibit 3.2 Description of Methodology Used To Estimate Components of 
Calculation in Item 3.2 and Reasons for Using Estimates

Exhibit 99.1 Request for Confidential Treatment

Exhibit 99.3 Materials Required by Rule 2207(c)(2)-(4)--Submit Only as 
an Exhibit to an Amended Form 2 in Response to a Request Made Pursuant 
to Rule 2207(d)

Form 3--Special Report Form

General Instructions
    1. Submission of this Report. Effective [effective date of Rule 
2203], a registered public accounting firm must use this Form to file 
special reports with the Board pursuant to Section 102(d) of the Act 
and Rule 2203 and to file any amendments to a special report. Unless 
otherwise directed by the Board, the Firm must file this Form, and all 
exhibits to this Form, electronically with the Board through the 
Board's Web-based system.
    2. Defined Terms. The definitions in the Board's rules apply to 
this Form. Italicized terms in the instructions to this Form are 
defined in the Board's rules. In addition, as used in the instructions 
to this Form, the term ``the Firm'' means the registered public 
accounting firm that is filing this Form with the Board.
    3. When this Report is Required and When It is Considered Filed. 
Upon the occurrence of any event specified in Part II of this Form, the 
Firm must report the event on this Form by following the instructions 
to this Form. With respect to events that occur on or after [effective 
date of Rule 2203] and while the Firm is registered, the Firm must file 
the Form no later than thirty days after the occurrence of the event 
reported. Certain additional requirements apply, but they vary 
depending on whether a firm was registered as of [effective date of 
Rule 2203]. A firm that becomes registered after [effective date of 
Rule 2203], must, within thirty days of receiving notice of Board 
approval of its registration application, file this Form to report any 
reportable events that occurred in a specified period before approval 
of the firm's application for registration. See Rule 2203(a)(2). A firm 
that was registered as of [effective date of Rule 2203], must, by [date 
30 days after effective date of Rule 2203], file this Form to report 
certain additional information that is current as of [effective date of 
Rule 2203]. See Rule 2203(a)(3) and General Instruction No. 4 below. A 
special report shall be deemed to be filed on the date that the Firm 
submits a Form 3 in accordance with Rule 2203 that includes the signed 
certification required in Part VIII of Form 3.
    4. Required Filing to Bring Current Certain Information for Firms 
Registered as of [effective date of Rule 2203]. If the Firm is 
registered as of [effective date of Rule 2203], the Firm must file a 
special report on this Form no later than [date 30 days after effective 
date of Rule 2203], to report the information specified below, to the 
extent that it has not been reported on the Firm's Form 1 filing. The 
Firm must make this Form 3 filing to report the following information 
even if the Firm has previously informally disclosed the information to 
the Board or its staff--
    a. Information responsive to Items 2.4 through 2.9 and Item 4.1 if 
(1) the proceeding is pending as of [effective date of Rule 2203], and 
(2) the defendants or respondents as of that date include either the 
Firm or a person who is a partner, shareholder, principal, owner, 
member, or audit manager of the Firm as of that date;
    b. Information responsive to Items 2.10 and 4.2 if (1) the 
conclusion of a proceeding as to any party specified there occurred 
after the date used by the firm for purposes of General Instruction 9 
to Form 1 and before [effective date of Rule 2203], and (2) the 
proceeding resulted in any conviction of, judgment against, imposition 
of any liability or sanction on, or Commission Rule 102(e) order 
against the Firm or any person who is a partner, shareholder, 
principal, owner, member, or audit manager of the Firm as of [effective 
date of Rule 2203];
    c. Information responsive to Items 2.11 and 4.3 if the Firm is the 
subject of a petition or proceeding described there as of [effective 
date of Rule 2203];
    d. Information responsive to Items 2.12 through 2.14 and Part V if 
(1) the relationship commenced after the date used by the firm for 
purposes of General Instruction 9 to Form 1, (2) the specified 
disciplinary sanction or Commission Rule 102(e) order continued to be 
in effect as of [effective date of Rule 2203], and (3) the specified 
relationship continues to exist as of [effective date of Rule 2203];
    e. Information responsive to Items 2.15 and 6.1 if (1) the loss of 
authorization relates to a jurisdiction or authority identified in Item 
1.7 of the Firm's Form 1 and, (2) as of [effective date of Rule 2203], 
the Firm continues to lack the specified authorization in that 
jurisdiction;
    f. Information responsive to Items 2.16 and 6.2 if the license or 
certification is in effect as of [effective date of Rule 2203]; and

[[Page 29098]]

    g. Information responsive to Items 2.17 and 2.18 and Part VII that 
is current as of [effective date of Rule 2203] to the extent that it 
differs from the corresponding information provided on the Firm's Form 
1.
    5. Completing the Form. A firm filing this Form must always 
complete Parts I, II, and VIII of this Form. Parts III through VII 
should be completed to the extent applicable, as described more fully 
in the instructions to Part II of the Form.
    6. Amendments to this Report. Amendments shall not be filed to 
update information in a filed Form 3 that was correct at the time the 
Form was filed, but only to correct information that was incorrect at 
the time the Form was filed or to provide information that was omitted 
from the Form and was required to be provided at the time the Form was 
filed. When filing a Form 3 to amend an earlier filed Form 3, the Firm 
must supply not only the corrected or supplemental information, but 
must include in the amended Form 3 all information, affirmations, and 
certifications that were required to be included in the original Form 
3. The Firm may access the originally filed Form 3 through the Board's 
Web-based system and make the appropriate amendments without needing to 
re-enter all other information.

    Note: The Board will designate an amendment to a special report 
as a report on ``Form 3/A.''

    7. Rules Governing this Report. In addition to these instructions, 
the rules contained in Part 2 of Section 2 of the Board's rules govern 
this Form. Please read these rules and the instructions carefully 
before completing this Form.
    8. Requests for Confidential Treatment. The Firm may, by marking 
the Form in accordance with the instructions provided, request 
confidential treatment of any information submitted in Item 3.1.c, Part 
IV, Part V, Item 6.1.d, Item 7.1.d, or Exhibit 99.3 of this Form that 
has not otherwise been publicly disclosed and that either contains 
information reasonably identified by the Firm as proprietary 
information or that is protected from public disclosure by applicable 
laws related to confidentiality of proprietary, personal, or other 
information. See Rule 2300. If the Firm requests confidential 
treatment, it must identify the information in Item 3.1.c, Part IV, 
Part V, Item 6.1.d, Item 7.1.d, or Exhibit 99.3 that it desires to keep 
confidential, and include, as Exhibit 99.1 to this Form, an exhibit 
that complies with the requirements of Rule 2300(c)(2). The Board will 
determine whether to grant confidential treatment requests on a case-
by-case basis. If the Firm fails to include Exhibit 99.1, or includes 
an Exhibit 99.1 that fails to comply with Rule 2300(c)(2), the request 
for confidential treatment may be denied solely on the basis of that 
failure.
    9. Assertions of Conflicts with Non-U.S. Law. If the Firm is a 
foreign registered public accounting firm, the Firm may, unless 
otherwise directed by the Board pursuant to Rule 2207(e), decline to 
provide certain information required by this Form if the Firm could not 
provide such information without violating non-U.S. law and the Firm 
proceeds in accordance with Rule 2207. The Firm may withhold responsive 
information on that basis from any Part of the Form other than Parts I, 
II, and VIII, and Items 7.1.a, 7.1.b, 7.1.c, and 7.2. If the firm 
withholds responsive information, the Firm must indicate, in accordance 
with the instructions in the relevant Part of the Form, the particular 
Items with respect to which the Firm has withheld responsive 
information. The Firm may not use the Form to make any general 
assertion that a particular requirement may conflict with non-U.S. law, 
but only to indicate that, on the basis of an asserted conflict, the 
Firm has in fact withheld from this Form required information.
    10. Language. Information submitted as part of this Form, including 
any exhibit to this Form, must be in the English language.

Part I--Identity of the Firm

Item 1.1 Name of Firm

    a. State the legal name of the Firm.

    Note:  If the Firm is filing this Form 3 to report that the 
Firm's legal name has changed, the name entered in Item 1.1.a should 
be the Firm's legal name before the name change that is being 
reported. The Firm's new name should be included in the response to 
Item 1.1.c.

    b. If different than its legal name, state the name or names under 
which the Firm issues audit reports.
    c. If the Firm is filing this Form 3 to report that the Firm's 
legal name has changed, state the new legal name of the Firm.

Part II--Reason for Filing This Report

    Indicate, by checking the relevant box(es) from among Items 2.1 
through 2.18 below, the event(s) being reported on this Form. More than 
one event may be reported in the same Form 3 filing. For each event 
indicated below, proceed to the Parts and Items of this Form indicated 
parenthetically for the specific event being reported and provide the 
information therein described. Provide responses only to those Parts 
and Items of the Form specifically indicated for the event or events 
that the Firm identifies in this Part II as an event being reported on 
this Form. (For example, if the Form is being filed solely to report 
that the Firm has changed its name, check the box for Item 2.17 in this 
Part of the Form, and complete only Item 7.1 and Part VIII of the 
Form.) If the Firm is filing this Form to amend a previous filing, the 
Firm also should complete Item 2.19.

    Note:  In Items 2.4 through 2.11 and Item 2.15, the reportable 
event is described in terms of whether the Firm ``has become aware'' 
of certain facts. For these purposes, the Firm is deemed to have 
become aware of the relevant facts on the date that any partner, 
shareholder, principal, owner, or member of the Firm first becomes 
aware of the facts.

Audit Reports

Item 2.1 The Firm has withdrawn an audit report on financial 
statements, or withdrawn its consent to the use of its name in a 
report, document, or written communication containing an issuer's 
financial statements, and the issuer has failed to comply with a 
Commission requirement to make a report concerning the matter pursuant 
to Item 4.02 of Commission Form 8-K. (Complete Item 3.1 and Part VIII.)
Item 2.2 The Firm has issued audit reports with respect to more than 
100 issuers in a calendar year immediately following a calendar year in 
which the Firm did not issue audit reports with respect to more than 
100 issuers. (Complete Part VIII.)
Item 2.3 The Firm has issued audit reports with respect to 100 or fewer 
issuers in a completed calendar year immediately following a calendar 
year in which the Firm issued audit reports with respect to more than 
100 issuers. (Complete Part VIII.)
Certain Legal Proceedings
Item 2.4 The Firm has become aware that the Firm has become a defendant 
in a criminal proceeding prosecuted by a governmental criminal law 
enforcement authority. (Complete Item 4.1 and Part VIII.)
Item 2.5 The Firm has become aware that, in a matter arising out of his 
or her conduct in the course of providing audit services or other 
accounting services to an issuer, a partner, shareholder, principal,

[[Page 29099]]

owner, member, or audit manager of the Firm has become a defendant in a 
criminal proceeding prosecuted by a governmental criminal law 
enforcement authority. (Complete Item 4.1 and Part VIII.)
Item 2.6 The Firm has become aware that a partner, shareholder, 
principal, owner, member, or audit manager of the Firm who provided at 
least ten hours of audit services for any issuer during the Firm's 
current fiscal year or its most recently completed fiscal year has 
become a defendant in a criminal proceeding prosecuted by a 
governmental criminal law enforcement authority and is charged with 
fraud, embezzlement, forgery, extortion, bribery, obstruction of 
justice, perjury, or false statements; or charged with any crime 
arising out of alleged conduct relating to accounting, auditing, 
securities, banking, commodities, taxation, consumer protection, or 
insurance. (Complete Item 4.1 and Part VIII.)
Item 2.7 The Firm has become aware that, in a matter arising out of the 
Firm's conduct in the course of providing professional services for a 
client, the Firm has become a defendant or respondent in a civil or 
alternative dispute resolution proceeding initiated by a governmental 
entity or in an administrative or disciplinary proceeding other than a 
Board disciplinary proceeding. (Complete Item 4.1 and Part VIII.)
Item 2.8 The Firm has become aware that, in a matter arising out of his 
or her conduct in the course of providing audit services or other 
accounting services to an issuer, a partner, shareholder, principal, 
owner, member, or audit manager of the Firm has become a defendant or 
respondent in a civil or alternative dispute resolution proceeding 
initiated by a governmental entity or in an administrative or 
disciplinary proceeding other than a Board disciplinary proceeding. 
(Complete Item 4.1 and Part VIII.)
Item 2.9 The Firm has become aware that, in a matter arising out of his 
or her conduct in the course of providing professional services for a 
client, a partner, shareholder, principal, owner, member, or audit 
manager of the Firm who provided at least ten hours of audit services 
for any issuer during the Firm's current fiscal year or its most 
recently completed fiscal year has become a defendant or respondent in 
a civil or alternative dispute resolution proceeding initiated by a 
governmental entity or in an administrative or disciplinary proceeding 
other than a Board disciplinary proceeding. (Complete Item 4.1 and Part 
VIII.)
Item 2.10 The Firm has become aware that a proceeding meeting the 
criteria described in Items 2.4, 2.5, 2.6, 2.7, 2.8, or 2.9 above has 
been concluded as to the Firm or a partner, shareholder, principal, 
owner, member, or audit manager of the Firm (whether by dismissal, 
acceptance of pleas, through consents or settlement agreements, the 
entry of a final judgment, or otherwise). (Complete Item 4.2 and Part 
VIII.)
Item 2.11 The Firm has become aware that the Firm, or the parent or a 
subsidiary of the Firm, has become the subject of a petition filed in a 
bankruptcy court, or has otherwise become the subject of a proceeding 
in which a court or governmental agency (or, in a non-U.S. 
jurisdiction, a person or entity performing a comparable function) has 
assumed jurisdiction over substantially all of the assets or business 
of the Firm or its parent or a subsidiary. (Complete Item 4.3 and Part 
VIII.)
Certain Relationships
Item 2.12 The Firm has taken on as an employee, partner, shareholder, 
principal, or member, or has otherwise become owned or partly owned by, 
a person who is currently the subject of (a) a Board disciplinary 
sanction suspending or barring the person from being an associated 
person of a registered public accounting firm or (b) a Commission order 
under Rule 102(e) of the Commission's Rules of Practice suspending or 
denying the privilege of appearing or practicing before the Commission. 
(Complete Item 5.1 and Part VIII.)
Item 2.13 The Firm has become owned or partly owned by an entity that 
is currently the subject of (a) a Board disciplinary sanction 
suspending or revoking that entity's registration or disapproving that 
entity's application for registration, or (b) a Commission order under 
Rule 102(e) of the Commission's Rules of Practice suspending or denying 
the privilege of appearing or practicing before the Commission. 
(Complete Item 5.2 and Part VIII.)
Item 2.14 The Firm has entered into a contractual or other arrangement 
to receive consulting or other professional services from a person or 
entity meeting any of the criteria described in Items 2.12 or 2.13 
above. (Complete Item 5.3 and Part VIII.)
Licenses and Certifications
Item 2.15 The Firm has become aware that its authorization to engage in 
the business of auditing or accounting in a particular jurisdiction has 
ceased to be effective or has become subject to conditions or 
contingencies other than conditions or contingencies imposed on all 
firms engaged in the business of auditing or accounting in the 
jurisdiction. (Complete Item 6.1 and Part VIII.)
Item 2.16 The Firm has obtained a license or certification authorizing 
the Firm to engage in the business of auditing or accounting and which 
has not been identified on any Form 1 or Form 3 previously filed by the 
Firm, or there has been a change in a license or certification number 
identified on a Form 1 or Form 3 previously filed by the Firm. 
(Complete Item 6.2 and Part VIII.)
Changes in the Firm or the Firm's Board Contact Person
Item 2.17 The Firm has changed its legal name while otherwise remaining 
the same legal entity that it was before the name change. (Complete 
Item 7.1 and Part VIII.)
Item 2.18 There has been a change in the business mailing address, 
business telephone number, business facsimile number, or business e-
mail of the person most recently designated by the Firm (on Form 2, 
Form 3, or Form 4) as the Firm's primary contact with the Board, or the 
Firm is designating a new person to serve as the primary contact. 
(Complete Item 7.2 and Part VIII.)
Amendment

Item 2.19 Amendments

    If this is an amendment to a report previously filed with the 
Board--
    a. Indicate, by checking the box corresponding to this item, that 
this is an amendment.
    b. Identify the specific Item numbers of this Form (other than this 
Item 2.19) as to which the Firm's response has changed from that 
provided in the most recent Form 3 or amended Form 3 filed by the Firm 
with respect to the events reported on this Form.

[[Page 29100]]

Part III--Withdrawn Audit Reports

Item 3.1 Withdrawn Audit Reports and Consents

    If the Firm has withdrawn an audit report on financial statements, 
or withdrawn its consent to the use of its name in a report, document, 
or written communication containing an issuer's financial statements, 
and the issuer has failed to comply with a Commission requirement to 
make a report concerning the matter pursuant to Item 4.02 of Commission 
Form 8-K, provide--
    a. The issuer's name and CIK number, if any;
    b. The date(s) of the audit report(s) that the Firm has withdrawn, 
or to which the Firm's withdrawal of consent relates; and
    c. A description of the reason(s) the Firm has withdrawn the audit 
report(s) or the consent.

    Note: The 30-day period in which the Firm must report the event 
does not begin to run unless and until the issuer fails to report on 
Form 8-K within the time required by the Commission's rules. The 
Firm must then report the event on Form 3 within 30 days of the 
expiration of the required Form 8-K filing deadline, unless, within 
that 30-day period, the issuer reports on a late-filed Form 8-K.

Part IV--Certain Proceedings

Item 4.1 Criminal, Governmental, Administrative, or Disciplinary 
Proceedings

    If the Firm has indicated in this Form 3 that any of the events 
described in Items 2.4, 2.5, 2.6, 2.7, 2.8 or 2.9 has occurred, provide 
the following information with respect to each such event--
    a. The name, filing date, and case or docket number of the 
proceeding, and the nature of the proceeding, i.e., whether it is a 
criminal proceeding, a civil or alternative dispute resolution 
proceeding, or an administrative or disciplinary proceeding.
    b. The name of the court, tribunal, or body in or before which the 
proceeding was filed.
    c. An indication whether the Firm itself is a defendant or 
respondent in the proceeding and, if so, the statutes, rules, or legal 
duties that the firm is alleged to have violated, and a brief 
description of the firm's alleged conduct in violation of those 
statutes, rules, or legal duties.
    d. The names of every defendant or respondent who is a partner, 
shareholder, principal, owner, member, or audit manager of the Firm, or 
who was such either at the time the Firm received notice of the 
proceeding or at the time of the alleged conduct on which any claim or 
charge is based, and who provided at least ten hours of audit services 
for any issuer during the Firm's current fiscal year or its most recent 
fiscal year; and, as to each such defendant or respondent, the 
statutes, rules, or legal duties that he or she is alleged to have 
violated, and a brief description of his or her alleged conduct in 
violation of those statutes, rules, or legal duties.
    e. The name of any client that was the recipient of the 
professional services to which any claim or charge in the proceeding 
relates.

    Note: For the purpose of this Part, administrative or 
disciplinary proceedings include those of the Commission; any other 
federal, state, or non-U.S. agency, board, or administrative or 
licensing authority; and any professional association or body. 
Investigations that have not resulted in the commencement of a 
proceeding need not be included.

Item 4.2 Concluded Criminal, Governmental, Administrative, or 
Disciplinary Proceedings

    If any proceeding meeting the criteria described in Items 2.4, 2.5, 
2.6, 2.7, 2.8 or 2.9, including any proceeding reported in Item 4.1, 
has been concluded as to the Firm or a partner, shareholder, principal, 
owner, member, or audit manager of the Firm (whether by dismissal, 
acceptance of pleas, through consents or settlement agreements, the 
entry of a final judgment, or otherwise), provide--
    a. The name, filing date, and case or docket number of the 
proceeding, and the nature of the proceeding, i.e., whether it is a 
criminal proceeding, a civil or alternative dispute resolution 
proceeding, or an administrative or disciplinary proceeding;
    b. The name of the court, tribunal, or body in or before which the 
proceeding was filed; and
    c. A brief description of the terms of the conclusion of the 
proceeding as to the Firm or partner, shareholder, principal, owner, 
member, or audit manager.

Item 4.3 Bankruptcy or Receivership

    If the Firm, or the parent or a subsidiary thereof, has become the 
subject of a petition filed in a bankruptcy court, or has otherwise 
become the subject of a proceeding in which a court or governmental 
agency (or, in a non-U.S. jurisdiction, a person or entity performing a 
comparable function) has assumed jurisdiction over substantially all of 
the assets or business of the Firm or its parent or a subsidiary, 
provide--
    a. the name of the proceeding;
    b. the name of the court or governmental body;
    c. the date of the filing or of the assumption of jurisdiction; and
    d. the identity of the receiver, fiscal agent or similar officer, 
if applicable, and the date of his or her appointment.

Part V--Certain Relationships

Item 5.1 New Relationship With Person Subject to Bar or Suspension

    If the Firm has taken on as an employee, partner, shareholder, 
principal, or member, or has otherwise become owned or partly owned by, 
a person who is currently the subject of (a) a Board disciplinary 
sanction suspending or barring the person from being an associated 
person of a registered public accounting firm or (b) a Commission order 
under Rule 102(e) of the Commission's Rules of Practice suspending or 
denying the privilege of appearing or practicing before the Commission, 
provide--
    a. the name of the person;
    b. the nature of the person's relationship with the Firm; and
    c. the date on which the person's relationship with the Firm began.

Item 5.2 New Ownership Interest by Firm Subject to Bar or Suspension

    If the Firm has become owned or partly owned by an entity that is 
currently the subject of (a) a Board disciplinary sanction suspending 
or revoking that entity's registration or disapproving that entity's 
application for registration, or (b) a Commission order under Rule 
102(e) of the Commission's Rules of Practice suspending or denying the 
privilege of appearing or practicing before the Commission, provide--
    a. the name of the entity that has obtained an ownership interest 
in the Firm;
    b. the nature and extent of the ownership interest; and
    c. the date on which the ownership interest was obtained.

Item 5.3 Certain Arrangements To Receive Consulting or Other 
Professional Services

    If the Firm has entered into a contractual or other arrangement to 
receive consulting or other professional services from a person or 
entity meeting any of the criteria described in Items 2.12 or 2.13 
above, provide--
    a. the name of the person or entity;
    b. the date that the Firm entered into the contract or other 
arrangement; and
    c. a description of the services to be provided to the Firm by the 
person or entity.

[[Page 29101]]

Part VI--Licenses and Certifications

Item 6.1 Loss of, or Limitations Imposed on, Authorization To Engage in 
the Business of Auditing or Accounting

    If the Firm's authorization to engage in the business of auditing 
or accounting in a particular jurisdiction has ceased to be effective 
or has become subject to conditions or contingencies other than 
conditions or contingencies imposed on all firms engaged in the 
business of auditing or accounting in the jurisdiction, provide--
    a. the name of the state, agency, board or other authority that had 
issued th