Replies to post #10764 on InterDigital Inc (IDCC)

[texb]

Ranger, re: Outside auditors and SEC Filings

To my knowledge (years ago I did SEC compliance for a Dow Index utility holding company), independent auditors have always reviewed and blessed the entire 10-K report prior to filing. You're right in that the text of the report, including the exhibit list is usually a primary responsibility of inside or outside counsel. Outside auditors do, however, have joint primary responsibility for any 10-K language related to the financials or for any text or exhibits required under a standard of materiality.

As the SEC exhibit requirements for material contracts are based, in part, on materiality, the outside auditors pay close attention to review and approval of this section.

By way of written indication of the independent auditors' involvement in the 10-K and related SEC filings, the following is from an appendix to IDCC's 2002 Proxy Statement:

InterDigital Communications Corporation
Audit Committee Charter

Responsibilities 
 *** 
 Shortly after the [my note: independent auditor's] annual examination is completed, the Committee will 
        review the following [my emphasis] with management and the independent public 
        accountants: 
        - The Company's Annual Report on Form 10-K, including the Company's 
          financial statements and related footnotes. 
        - The independent public accountants' audit of and report on the 
          financial statements. 
        - Any matters the independent public accountants determine are required 
          to be discussed with the Committee pursuant to Statement of Auditing 
          Standards No. 61. 
        - Any serious difficulties, disagreements or disputes with management 
          encountered during the course of the audit. 
        - The management recommendation letter on accounting procedures and 
          controls prepared by the Company's independent public accountants and 
          any other reports and management's responses concerning such reports. 
        - Anything else about the audit procedures or findings that Generally 
          Accepted Auditing Standards requires the independent public accountant 
          to discuss with the Committee.

http://ccbn.tenkwizard.com/filing.php?repo=tenk&ipage=1725932&doc=1&total=&attach=ON...

texb