Video & Presentation: http://www.proformative.com/events/successfully-leading-finance-function-through-upcoming-ifrs-sec-changes Navigating the ever changing regulatory landscape, specifically around IFRS and SEC related changes, the CFO is seen as the lead and in-house content expert on how these changes will affect the business. Learn how to stay well informed on the changes and utilizing the different resources available, to make sure your company is successful in managing these changes. Speaker: Mark Cheffers, Founder & CEO, Ives Group, Inc. Presentation delivered at CFO Dimensions 2013 - http://www.cfodimensions.com Track: Governance, Risk, Compliance | Session: 2

1. 1© 2013
Successfully Leading the
Finance Function
through Upcoming IFRS
and SEC Changes

2. 2© 2013
IFRS Adoption:
Current SEC Activities
Mark Cheffers, CEO, Ives Group, Inc.

3. 3© 2013
Roadblocks to IFRS Adoption
SEC abdication of legislative mandate
Public interest – IASB vs. FASB/SEC
Wholesale discarding of 75 years of deliberation
Comparability vs. most truthful translation
Greater comparability is an undeliverable promise

4. 4© 2013
Current IFRS-related SEC Activities
RIAs
Broker Dealers
Ratings Agencies
Financial Institutions
Other

5. 5© 2013
SEC Corporate Finance – Comment Letters
FV measurement, estimates, use (incl. VSOE)
Fin. statement segment reporting ((FAS 131)
subcategory)
Tax expense/benefit/deferral/other (FAS 109)
Revenue recognition (incl. deferred revenue)
Contingencies & Commit., legal, (FAS 5 or IAS 37)
accounting
Acquisitions, mergers, & business combinations
Foreign (affiliate or subsidiary)
Debt, quasi-debt, warrants & equity (BCF) security
PPE issues - Intangible assets & goodwill
Inventory, vendor and/or cost of sales
Tax rate disclosure
Accounts receivable & cash reporting
Deferred, stock-based and/or executive comp
Consolidation (Fin 46, variable interest, SIV, SPE
& off-B/S)
EPS, ratio & classification of income statement
Investments (SFAS 115) & cash/cash equivalents
Cash flow statement (FAS 95 or IAS 7)
classification errors
Liabilities, payables, & accrual estimate
PPE fixed asset (value/diminution)
Percentage of completion
Top 20 Accounting Rule/Disclosure Issues (1/12-Present)
Source: Audit Analytics database download from July 8, 2013 for US based entities with SEC Division of Corporation Finance Assistant
Director's office number 10. Office number 10 reviews comment letters for the Electronics & Machinery office.

6. 6© 2013
SEC Corporate Finance – Comment Letters
(Cont.’d)
Results of Operations
Liquidity
Business overview
Executive compensation plan disclosure
Critical Accounting Policies & Estimates
Proforma financial information reporting
Confidentiality in filing content sought
Family/related party transaction disclosure
Non-GAAP measures (incl. EBIT, EBITDA)
Materiality - questions about disclosure
decisions
Disclosure Control reporting
Internal Control (404) Over Financial Reporting
Terrorist Nation Sponsor Reporting
Third party expert input/consulting/advice
Intellectual Property risk & disclosure
Trade Restrictions - TSRA & OFAC financial
disclosure
Valuation of assets, liabilities or equity
Website of registrant/website review by SEC
Director compensation & options incentives--
Benchmark
Contractual obligations
Top 20 Non-Accounting Rule/Disclosure Issues (1/12-Present)
Source: Audit Analytics database download from July 8, 2013 for US based entities with SEC Division of Corporation Finance Assistant
Director's office number 10. Office number 10 reviews comment letters for the Electronics & Machinery office.

7. 7© 2013
Quality of Financial Reporting –
Total Restatements
584 641
737
852
1389
1550
1091
827
668
765 742 713
620
692
794
931
1539
1771
1213
922
715
803 820
768
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
Unique filers
Restatements
2012 Restatements
• 713 Unique Filers
• 768 Restatements
Source: 2012 Financial Restatements; A Twelve Year Comparison published March 2012 by Audit Analytics.

8. 8© 2013
Quantity of Restatements –
U.S. Accelerated Filers has Increased for the
Third Straight Year
Source: 2012 Financial Restatements; A Twelve Year Comparison published March 2012 by Audit Analytics.
209
304
510
453
283
219
153 158
202
245
434
465
692
865
622
468
397
459
396 386
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
US Accelerated filers
US Non-accelerated filers
Restatement Count
From 2009 to 2012
• U.S Accelerated Filers Increased
from 153 to 245
• U.S Non-Accelerated Filers
Decreased from 397 to 386

9. 9© 2013
Restatements – Breakdown by Market
Source: 2012 Financial Restatements; A Twelve Year Comparison published March 2012 by Audit Analytics.
Restatement Breakdown by Market
(Unique Registrants Restating)
Disclosure
Year
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
Amex 9 7 10 25 35 42 28 30 24 22 33 23
NASDAQ 61 67 80 115 194 224 145 138 113 112 125 153
NYSE 32 59 82 104 176 155 116 70 62 90 111 138
OTC 11 9 13 21 24 49 40 41 54 71 85 74
Not listed 471 499 552 587 960 1080 762 548 415 470 388 325
Total 584 641 737 852 1389 1550 1091 827 668 765 742 713

10. 10© 2013
Restatement Analysis – Largest Negative
Restatement by Year
Source: 2012 Financial Restatements; A Twelve Year Comparison published March 2012 by Audit Analytics.
$4,513
$3,465
$6,335
$5,193
$2,377
$341
$671
$357
$717
$1,557
$459
$0
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
$7,000
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
(U.S. $ in Millions)Largest Negative Restatements

11. 11© 2013
Restatement Analysis – Largest Negative
Restatement by Year (Cont.’d)
Source: 2012 Financial Restatements; A Twelve Year Comparison published March 2012 by Audit Analytics.
Largest Negative Restatements by Year
Disclosure
Year
Company Market
Impact on Net Income
(U.S. Dollars)
2002 Tyco International Ltd. NYSE -4,512,700,000
2003 HealthSouth Corp. NYSE -3,465,294,000
2004 Federal National Mortgage Association NYSE -6,335,000,000
2005 American International Group Inc. NYSE -5,193,000,000
2006 Navistar International Corp. NYSE -2,377,000,000
2007 General Electric Co. NYSE -341,000,000
2008 TMST, Inc. NYSE -670,730,000
2009 UBS AG NYSE -357,210,000
2010 Telecom Italia S.p.A NYSE -716,971,200
2011 China Unicom (Hong Kong) Ltd. NYSE -1,556,743,500
2012 JPMorgan Chase NYSE -459,000,000

12. 12© 2013
Restatement Analysis – Top Issues by Year

13. 13© 2013
Reissuance Restatements
Source: 2012 Financial Restatements; A Twelve Year Comparison published March 2012 by Audit Analytics.
2005 2006 2007 2008 2009 2010 2011 2012
32.80%
42.15% 41.52%
50.18%
48.10%
53.65%
57.30%
64.69%
Percentage Revision
Note: A registrant is required, within four business days, to disclose in an 8-K, Item 4.02 when it is determined that a
past financial statement should no longer be relied upon.

14. 14© 2013

15. 15© 2013
Going Concerns – Number of Auditor Opinions
Uncertain of its Going Concern Assumption
Note: The value for 2012 is estimated, based on audit opinions filed with the SEC on or before July 8, 2013 (about 98.5% of
the opinions expected and 93.2% of the GCs expected).
Source: Going Concern Review published September 2013 by Audit Analytics.
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012*
2827
2998
2817
2552 2554
2712
2878
3309 3352
3103
2978
2644
2517
Number of Going Concern Uncertainty Auditor Opinions

16. 16© 2013
Going Concerns – Number of Auditor Opinions
Uncertain of its Going Concern Assumption
(Cont.’d)
Note: The value for 2012 is estimated, based on audit opinions filed with the SEC on or before July 8, 2013 (about 98.5% of
the opinions expected and 93.2% of the GCs expected).
Source: Going Concern Review published September 2013 by Audit Analytics.
Going Concern Twelve Year Review (Fiscal Year 2012 Estimated)
Fiscal Year 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
Going Concerns 2,827 2,998 2,817 2,552 2,554 2,712 2,878 3,309 3,352 3,103 2,978 2,644 2,517
Total Auditor Opinions 20,009 18,907 17,194 17,765 16,795 16,788 16,548 16,631 15,885 15,592 15,668 14,958 14,404
% of All Opinions 14.13% 15.86% 16.38% 14.37% 15.21% 16.15% 17.39% 19.90% 21.10% 19.90% 19.01% 17.68% 17.47%

17. 17© 2013
Going Concerns –
Percentage Breakdown by Market Status
Note: The market designation is based on the company’s status as of 7/8/13. As compared to last year's slide, a number of going
concerns shifted from OTCBB to Non-Tickered. This shift, in part, was due to the efforts of the SEC's Microcap Fraud Working Group to
suspend the trading of registered shell companies. For example, this working group suspended 379 shells in May 2012 and an additional
61 in June 2013. Not all suspended shells filed a going concern, but this effort would also discourage the creation of new shells.
Source: Going Concern Review published September 2013 by Audit Analytics.
Fiscal
Year
Total
Going
Concerns
NYSE NASDAQ AMEX OTCBB Non-Tickered
Going
Concerns
%
Going
Concerns
%
Going
Concerns
%
Going
Concerns
%
Going
Concerns
%
12 (Partial) 2345 11 0.47% 99 4.22% 24 1.02% 620 26.44% 1591 67.85%
2011 2644 8 0.30% 78 2.95% 21 0.79% 595 22.50% 1942 73.45%
2010 2978 12 0.40% 78 2.62% 28 0.94% 510 17.13% 2350 78.91%
2009 3103 21 0.68% 108 3.48% 31 1.00% 390 12.57% 2553 82.28%
2008 3352 27 0.81% 101 3.01% 41 1.22% 330 9.84% 2853 85.11%
2007 3309 9 0.27% 60 1.81% 29 0.88% 271 8.19% 2940 88.85%

18. 18© 2013

19. 19© 2013
Going Concerns – New GCs and Repeated GCs
Note: The value for 2012 is estimated, based on audit opinions filed with the SEC on or before July 8, 2013 (about 98.5%
of the opinions expected and 93.2% of the GCs expected).
Source: Going Concern Review published September 2013 by Audit Analytics.
1816 1879 1889 1828 1888 1976
2140
2312 2392 2273 2126 1974
1182 938
663 726
824
902
1169
1040
711
705
518
543
0
500
1000
1500
2000
2500
3000
3500
4000
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012*
New GC
Repeated GC
from Year Prior

20. 20© 2013
Going Concerns – Subsequent Improvement
Or Disappearance
Note: The values for 2011 (GCs in 2011 that were not repeated in 2012) is based on audit opinions filed with the SEC on or before July
8, 2013 (about 98.5% of the opinions expected and 93.2 of the GCs expected). Therefore, the 729 figure is inflated slightly because
other opinions will come in for 2012.
Source: Going Concern Review published September 2013 by Audit Analytics.
760
854
554
378 378 405
485
797
694
553
645 624
251
265
374
346
288
331
253
200
266
277
207
140
0
200
400
600
800
1000
1200
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011*
Those that Disappeared Those that Improved

21. 21© 2013
SOX 404 – Adverse Mgmt-Only Assessments &
Number of Material Weaknesses Noted
Note: Year 7 is defined as annual reports for fiscal years ending Nov. 15, 2010 to Nov. 14,2011, inclusive, to be consistent with the
SEC requirement that accelerated filers comply with Section 404 annual reports for fiscal years ending on or after Nov. 15, 2014.
Source: Audit Opinions of Financial Controls: Ten Years after Sarbanes-Oxley Act of 2002, A Section 404(b) Review, published
June 2013 by Mark Cheffers
629
431
387
355
218
153 141
1607
1030
954
700
465
332
286
Yr. 1 Yr. 2 Yr. 3 Yr. 4 Yr. 5 Yr. 6 Yr. 7
Total # of Adverse Disclosures
Total # of MWs

22. 22© 2013
SOX 404 – Adverse Mgmt-Only Assessments &
Number of Material Weaknesses Noted (Cont.’d)
Note: Year 7 is defined as annual reports for fiscal years ending Nov. 15, 2010 to Nov. 14,2011, inclusive, to be consistent
with the SEC requirement that accelerated filers comply with Section 404 annual reports for fiscal years ending on or after
Nov. 15, 2014.
Source: Audit Opinions of Financial Controls: Ten Years after Sarbanes-Oxley Act of 2002, A Section 404(b)
Review, published June 2013 by Mark Cheffers
SOX
404
Year
SOX 404 Auditor Attestations
Total
Auditor
Attestations
Material Weaknesses (MWs)
Noted in Adverse Disclosures
Total # of
Adverse
Disclosures
Total #
of MWs
Yr. 1 3,789 629 1,607
Yr. 2 3,916 431 1,030
Yr. 3 4,316 387 954
Yr. 4 4,576 355 700
Yr. 5 4,430 218 465
Yr. 6 4,275 153 332
Yr. 7 4,019 141 286

23. 23© 2013
SOX 404 – Adverse Mgmt-Only Assessments &
Number of Material Weaknesses Noted (Cont.’d)
Note: Year 7 is defined as annual reports for fiscal years ending Nov. 15, 2010 to Nov. 14,2011, inclusive, to be consistent
with the SEC requirement that accelerated filers comply with Section 404 annual reports for fiscal years ending on or after
Nov. 15, 2014.
Source: Audit Opinions of Financial Controls: Ten Years after Sarbanes-Oxley Act of 2002, A Section 404(b)
Review, published June 2013 by Mark Cheffers
1402 1474 1521 1519
2999
3536 3549
3361
Yr. 4 Yr. 5 Yr. 6 Yr. 7
Total # of Adverse
Assessments
Total # of MWs

24. 24© 2013
SOX 404 – Adverse Mgmt-Only Assessments &
Number of Material Weaknesses Noted (Cont.’d)
Notes:
1) Year 7 is defined as annual reports for fiscal years ending Nov. 15, 2010 to Nov. 14,2011, inclusive, to be consistent with
the SEC requirement that accelerated filers comply with Section 404 annual reports for fiscal years ending on or after Nov.
15, 2014.
2) Non-accelerated filers were required to provide a management assessment (but not an auditor attestation) in their annual
reports for the fiscal years ending on or after December 15, 2007. Year 4 is from Nov. 15, 2007 to Nov. 14, 2008, so Year 4
above is shortened by one month.
Source: Audit Opinions of Financial Controls: Ten Years after Sarbanes-Oxley Act of 2002, A Section 404(b)
Review, published June 2013 by Mark Cheffers

25. 25© 2013
Thank You!
IFRS Adoption:
Current SEC Activities

26. 26© 2013
Thank You Sponsors!
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