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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 December 31, 2009. 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 firms may also request confidential 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, a representation that, to the Firm's knowledge, the information for which confidential treatment is requested has not otherwise been publicly disclosed, and a detailed explanation of the grounds on which the information is considered proprietary or a detailed explanation of the basis for asserting that the information is protected by law from public disclosure and a copy of the specific provision of law that the Firm claims protects the information from public disclosure. 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 the failure. The Board will normally grant confidential treatment requests for information concerning non-public disciplinary proceedings. The Board will determine whether or not to grant other confidential treatment requests on a case-by-case basis. See Rule 2300(c).
  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 Website 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.  Indicate whether the Firm issued any audit report with respect to any broker or dealer during the reporting period.

e.  In the event of a negative response to Item 3.1.d, indicate whether the Firm played a substantial role in the preparation or furnishing of an audit report with respect to a broker or dealer during the reporting period.

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).

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 C.F.R. § 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.

Item 3.3   Foreign Registered Public Accounting Firm's Designation of U.S. Agent

a.  If the Firm is a foreign registered public accounting firm that has designated to the Commission or Board an agent in the United States upon whom the Commission or the Board may serve any request to the Firm under Section 106 of the Act or any process, pleading, or other papers in any action against the Firm to enforce Section 106 of the Act, check here and enter the name and address of the designated agent.

b.  If the Firm is a foreign registered public accounting firm and did not check the box for Item 3.3.a, indicate by checking "yes" or "no" whether the Firm has, since July 21, 2010, (1) performed material services upon which another registered public accounting firm relied in the conduct of an audit or interim review, (2) issued an audit report, (3) performed audit work, or (4) performed interim reviews.

Note: If the Firm checks "yes" for Item 3.3.b, the Firm must immediately provide to the Commission or the Board the designation required by Section 106(d)(2) of the Act.

Note: If the Firm checks "no" for Item 3.3.b, and the Firm later performs any of the activities identified in Section 106(d)(2) of the Act, the Firm must immediately provide to the Commission or the Board the designation required by Section 106(d)(2) of the Act.

Note: If the Firm has previously designated an agent for service to the Commission or Board, the Firm must immediately communicate any change in the name or address of the agent to the Commission or Board.

PART IV  -  AUDIT CLIENTS AND AUDIT REPORTS

Item 4.1   Audit Reports Issued by the Firm for Issuers

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, for an issuer, 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(a), careful attention should 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:  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 and indicate whether the dates provided correspond to the issuance of a consent to the use of a previously-issued audit report in Item 4.1.a.3.

Item 4.2   Issuer 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 for an issuer 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.

Item 4.3   Audit Reports Issued by the Firm for Brokers and Dealers

a.  Provide the following information concerning each audit report issued for a broker or dealer during the reporting period –

1.  The broker's or dealer's name;

2.  The broker's or dealer's CRD number, and CIK number, if any; and

3.  The date of the audit report(s).

b.  If the Firm identified any brokers or dealers in response to Item 4.3.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, for a broker or dealer, 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: For each audit report provide in Item 4.3.a.3 the audit report dates (as described in AU 530, Dating of the Independent Auditor's Report) including each date of any dual-dated audit report.

Item 4.4   Broker or Dealer Audit Reports With Respect to Which the Firm Played a Substantial Role during the Reporting Period

If no brokers or dealers are identified in response to Item 4.3.a, but the Firm played a substantial role in the preparation or furnishing of an audit report for a broker or dealer that was issued during the reporting period, provide the following information concerning each broker or dealer with respect to which the Firm did so–

a. The broker's or dealer's name;

b. The broker's or dealer's CRD number, and CIK number, if any;

c. The name of the registered public accounting firm that issued the audit report(s);

d. The end date(s) of the fiscal period(s) covered by the financial statements that were the subject of the audit report(s); and

e. A description of the substantial role played by the Firm with respect to the audit report(s).

Note: If the Firm identifies any broker or dealer in response to Item 4.3, the Firm need not respond to Item 4.4.

Note: In responding to Item 4.4, do not list any broker or dealer 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 5.1 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, broker, or dealer during the reporting period.

b.  If the Firm provides an affirmative response to Item 7.1.a, provide -

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 5.2 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 5.3 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, broker, or dealer 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 December 21, 2009 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 itsassociated 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;

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)