2010 RR Donnelley SEC Hot Topics SEC Update: Current Issues Presenters: Douglas Besch James Moloney Diana Tani

RR Donnelley SEC Hot Topics Recent Developments in Enforcement  Creation of Office of Market Intelligence  Specialized units within the Division  Issues

RR Donnelley SEC Hot Topics Creation of Office of Market Intelligence  Dodd-Frank Act whistleblower provision – change away from ITSFEA bounty program to address wider range of conduct; also impose formal tracking of such complaints  SEC handling of tips, complaints, and referrals – how review is now centralized, matters triaged and assigned, high level risk analysis

RR Donnelley SEC Hot Topics Specialized Units Within the Division  Municipal Securities and Public Pensions  Asset Management  Structured Securities and New Products  Foreign Corrupt Practices Act  Market Abuse

RR Donnelley SEC Hot Topics Current Issues  In disclosure area: MD&A and executive compensation  Financial reporting and internal controls  In Southern California region – unregistered securities offerings and regulated entity violations continue to represent steady number of cases

RR Donnelley SEC Hot Topics Frequently Issued Corp Fin Comments  Executive Compensation Matters Compensation Policies and Related Risks CD&A Performance Targets Benchmarking / Peer Groups

RR Donnelley SEC Hot Topics Frequently Issued Corp Fin Comments  Corporate Governance Board's role in risk oversight Director Independence Executive Conflict of Interest / Comp Consultants

RR Donnelley SEC Hot Topics Frequently Issued Corp Fin Comments  MD&A Fair Value Level 2 and 3 Measurements  Off-Balance-Sheet Arrangements  Debt vs. Equity Classification EITF ASC 815

RR Donnelley SEC Hot Topics Frequently Issued Corp Fin Comments  Material Contracts attachments / annexes  Use of Experts / Consents  Certifications 302 / 906

RR Donnelley SEC Hot Topics Frequently Issued Corp Fin Comments  Mergers / Tender Offers PSLRA safe harbor Lock-Ups  Going Private Transactions Fairness Opinions / Reports / Board Books 13e-3 Filing Persons Factors Considered  Proxy Contests Participant Info / Rule 14a-12 Share Ownership / Arrangements

RR Donnelley SEC Hot Topics Division of Corporation Finance Comments  Common across industries  Industry-specific  Suggestions for managing the process

RR Donnelley SEC Hot Topics Division of Corporation Finance Comments – Common Across Industries  Goodwill  MD&A  Controls  Error corrections  Pensions  Auditor’s Report

RR Donnelley SEC Hot Topics Division of Corporation Finance Comments – Industry-Specific  Consumer Products and Technology  Financial Services  Pharmaceuticals and Life Sciences  Construction

RR Donnelley SEC Hot Topics Division of Corporation Finance Comments – Suggestions for Managing the Process  Understand the process  Contemporaneous documentation  Respond directly and cite literature  Open dialogue