On January 24, the Division of Corporation Finance of the Securities and Exchange Commission updated its July 1997 Manual of Publicly Available Telephone Interpretations and the March 1999 Supplement to the Manual of Publicly Available Telephone Interpretations to replace and update the guidance in each of those releases with respect to Item 402 of Regulation S-K. The newly restated guidance reflects the SEC’s amendments in August and December of 2006 to the executive compensation disclosure requirements under Item 402.

The Q&A portion of the restated guidance addresses questions of general applicability, including when companies have to comply with the new Compensation Discussion and Analysis disclosure requirements and the proper calculation and presentation of information in the new Summary Compensation Table, Grants of Plan-Based Awards Table and Director Compensation Table. There is also a section in the guidance which provides interpretive responses regarding particular situations, in the more familiar telephone interpretations style.