9230.1 Off-balance sheet arrangements are any transaction, agreement or other contractual arrangement to which an entity not consolidated with the registrant is a party, where the registrant has:

Note that equity-linked instruments (such as warrants, convertible debt or convertible preferred stock) where the criteria set forth in ASC 815 are met and therefore classification of either the warrant or the conversion option within stockholder's equity is appropriate (meaning that the instrument is eligible for the scope exception in ASC 815-10-15-74) meet the definition of an off-balance sheet arrangement as defined in (c) above, and should be assessed for materiality to determine whether disclosure is required. We would expect the assessment of materiality to include an analysis of the potential dilutive effect of such instruments, as well as an analysis of the likelihood that the scope exception will no longer be available with respect to the instrument (loss of the scope exception could occur as the result of modification to the terms of the instrument, or the issuance of new instruments that can be converted into an unlimited number of shares, thereby tainting other previously issued instruments), which would result in the instrument being treated as a derivative, brought on to the balance sheet at fair value, and marked to market at every period end. The disclosure requirements of this section are set forth in more detail below, but in this situation, the disclosure to be provided could include a discussion of why the registrant chose to issue that type of equity-linked instrument, the potential dilutive effect if the instrument were to be converted, and, depending on the likelihood of the registrant continuing to be able to meet the scope exception, the impact of a change in classification upon the registrant's financial statements.

With respect to (d) above, in this context a variable interest refers to an investment in an unconsolidated entity that would meet the ASC 810-10-15 definition of a variable interest because the investment absorbs expected losses and residual returns that occur in the unconsolidated entity. However, the entity in which the interest is held does not need to meet the ASC 810-10-15 definition of a variable interest entity in order to qualify as an off-balance sheet arrangement requiring disclosure.

9230.2 For the registrant's off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the registrant's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors, disclosure should be provided that addresses:

These requirements are intended to elicit disclosure about why the registrant engages in the off-balance sheet arrangement, the magnitude and importance of the arrangement and the circumstances that would cause the registrant to recognize material liabilities or losses related to the arrangement.

9230.3 In December 2007, the Division of Corporation Finance sent an illustrative letter to certain public companies identifying a number of disclosure issues they may wish to consider in preparing Management's Discussion and Analysis for their upcoming annual reports on Form 10-K or 20-F. The full letter is available at: http://www.sec.gov/divisions/corpfin/guidance/cfoffbalanceltr1207.htm.