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Checklist for Accounting Aspecsts: I. II. III. IV. V. VI. VII. VIII.

History Industry Transaction Overview Management Workforce Products and services Research & Development Accounting Policies and Procedures Information to request: 1. Significant accounting policies and procedures including revenue recognition, costing of work in process, and basis for cost allocations. 2. Details of management reporting system. 3. External and internal auditors reports. 4. Management Letters. 5. Chart of Accounts. 6. Periodic and non recurring adjustments 7. Monthly financial reporting packages, distributed to senior management. 8. Accounting department organizational chart. Review of targer auditorss workpapers Internal Control Structures 1. Organization Chart. 2. Accounting Manual 3. Job Description and authority Limits of accounting personnel 4. Internal Audit Reports. 5. Management Leters. 6. Officer resumes. Sales general 1. Historical Resumes 2. Non recurring revenues 3. Royalti and licensing agreements. 4. Sales Budget 5. Consignment Sales 6. Canceled Orders 7. Refunds, returns, credit memos, and disounts. Customer base Product Mix and pricing Account Receivable 1. Schedule of Accounts Receivable by category (trade, non trade, other, etc) as of recent date and comparable date. 2. Credit Policy 3. Aging analysis and trends. 4. Allowance for collectible accounts and write offs. 5. Collection procedures. 6. Discounts, returns, and allowances schedule. Backlog

IX. X.

XI.

XII. XIII. XIV.

XV.

XVI. XVII. XVIII.

Marketing Channels Carve-outs and related party transactions Cost of Goods Sold 1. Cost of goods sold by product and componen (fixed and variable with sufficient details of types of expenses in each category). 2. Description of accounting system (job costing, process costing, etc). Allocation methods for overheads and indirect labor. 3. Variance reports. 4. Scrap/ rework reports. Inventory 1. Inventory balances by locaiton and product line. 2. Assigned inventory/ consigments. 3. Accounting Principles/ procedures. 4. Turnover by product. 5. Obsolete or slow moving inventory. 6. Inventory write-offs. 7. Inventory amangement and control procedures 8. Book to physical adjustments. 9. Major ingredients and specifications including volumes purchased. 10. Method for delivery and delivery time. 11. LIFO reserve calculation, if any. Operating Expenses 1. Cost allocation from parent, including policies and procedures. 2. Operating expenses (as a percentage of revenues) by significant category. 3. Expense budgets. Prepaid Expenses and other Assets 1. List of securities and other investments showing cost, carrying value and market value. 2. Schedule of prepaid expenses and other assets (e.g. deferred charges and intangibles). Accounts Payable and Accrued Liabilities 1. Detailed Shedule of accounts which compise accounts payable and accrued expenses. 2. Accounts payable agign schedule. 3. Schedule of roll forward reserves. 4. Details of reserves held in subsidiaries, associates and overseas securities. 5. Identification of other current and non current liabilities. 6. Significant cash disbursements subsequent to the balance sheet date. 7. Approved suppliers of raw materials and purchasing policy. 8. Supplier contracts and outstanding supplier claims. 9. Allowable trade discounts. Commitment, Contingencies and Litigation 1. Existing and potential litigation and claims. 2. Capital commitments distinguishing between authorized and contracted commitments. 3. Schedule of Contingent Liabilities. 4. Details of insurance coverage for specified contingen liabilities 5. Attorney inquiry letters as to litigation actual or threatened. 6. Safety/ accident reports.

XIX.

XX.

XXI.

XXII.

XXIII.

7. 8. 9. 10. 11. 12. XXIV.

Environmental studies and cleanup Product liability claims. Minuets of directorrs meetings. Regulatory reports. Schedule of lease obligations and letters of credit. Insurance coverage.

Property, Plant, and Equipment 1. Schedule of Fixed Assets including date acquired, original cost, accumulated depreciation, net book value, and appraised value. 2. General description of office and production facilities including use, ownership, age, and square feet. 3. Depreciation method used for books and tax purposes. 4. Capital Expenditures (historical, current, and planned). 5. Retirements and disposals. 6. Capacity 7. Maintenance expenses. 8. Building and equipment leases. 9. Construsction in Progress. Cash, Cash flow and banking relationship Debt Prospective Financial Information Employee Benefits Information System (IS)

XXV. XXVI. XXVII. XXVIII. XXIX.