PLACEHOLDER FOR TITLE PAGE Participant’s Guide to  Acquisition Due Diligence MERGERS, ACQUISITIONS, DIVESTITURES AND  OTHE...
Table of Contents <ul><li>1  Corporate and Other Organizational Records    3 </li></ul><ul><li>2  Stockholder Records   5 ...
1  Corporate and Other Organizational Records <ul><li>1.1 History of the Company including any predecessor companyies and ...
1  Corporate and Other Organizational Records <ul><li>1.11  If any Company is a paership or limited liability company, cop...
2  Stockholder Records <ul><li>2.1  Copies of all securities of the Company presently outstanding (including options, warr...
3  Material Agreements <ul><li>3.1 Agreements related to the granting or obtaining of rights to Intellectual Property or t...
3  Material Agreements <ul><li>3.12  Any contracts or agreements with respect to which the Company has any liability or ob...
4  Litigation and  Regulatory Matters <ul><li>4.1 A schedule of all material government permits, licenses, etc. of the Com...
4  Litigation and  Regulatory Matters <ul><li>4.2.10  Department of State, including ITAR matters. </li></ul><ul><li>4.2.1...
4  Litigation and  Regulatory Matters <ul><li>4.6 List of material litigation, administrative or regulatory proceedings, a...
4  Litigation and  Regulatory Matters <ul><li>4.10  Information concerning any material labor disputes for the Company. </...
5  Intellectual Property <ul><li>5.1 Schedule of all intangible or intellectual property (e.g., patents, trademarks, copyr...
6  Employee Benefit  Plans and Other  Employment Matters <ul><li>6.1 Documents representing all profit sharing and savings...
6  Employee Benefit  Plans and Other  Employment Matters <ul><li>6.2.6  Confirm that all filings required by the Internal ...
6  Employee Benefit  Plans and Other  Employment Matters <ul><li>6.5 List of executive officers, directors and other key p...
6  Employee Benefit  Plans and Other  Employment Matters <ul><li>6.11  Information regarding the Company’s liability for m...
6  Employee Benefit  Plans and Other  Employment Matters <ul><li>6.17  Confidentiality, proprietary rights, and non-compet...
6  Employee Benefit  Plans and Other  Employment Matters <ul><li>6.23  Tuition reimbursement policies regarding eligibilit...
7  Properties,  Assets and Leases <ul><li>7.1  List of all real property directly or indirectly owned, leased (as lessee o...
7  Properties,  Assets and Leases <ul><li>7.6 Schedule of all toxic or hazardous materials produced, used, handled or stor...
8  Treasury <ul><li>8.1 Copies and schedule of long-term debt including amounts, maturities, major covenants and prepaymen...
8  Treasury <ul><li>8.7 Venture capital financing documents, if any. </li></ul><ul><li>8.8 Brief description of customary ...
8  Treasury <ul><li>8.15  All other financing documents, such as sale and leasebacks, installment sales, vendor financing ...
9  Programs/ Business Development/ Contracts/Supply Chain <ul><li>9.1 List of customers and suppliers of the Company over ...
9  Programs/ Business Development/ Contracts/Supply Chain <ul><li>9.6 Identify and describe any commodity market-driven is...
9  Programs/ Business Development/ Contracts/Supply Chain <ul><li>9.17  To the extent not covered by 1.3, Company policy a...
9  Programs/ Business Development/ Contracts/Supply Chain <ul><li>9.24  Has any person of the Company been or is the subje...
10  Tax <ul><li>10.1  Work papers of U.S. income tax provision (including state income taxes), both current and deferred, ...
10  Tax <ul><li>10.5  Provide a list of joint ventures and teaming agreements assumed as part of the transaction.  Indicat...
10  Tax <ul><li>10.12  Provide a complete list of the physical location of all assets (e.g. by country, state and city).  ...
10  Tax <ul><li>10.16  Tax sharing agreement (if any). </li></ul><ul><li>10.17  Detail of any recent (5 years) securities ...
10  Tax <ul><li>–  Intangible personal property tax returns. </li></ul><ul><li>–  Unemployment tax returns. </li></ul><ul>...
10  Tax <ul><li>10.26  Detail of any pending IRS and/or state examinations.  Provide copies of Forms 872 and 872A (Special...
10  Tax <ul><li>10.32  Detail of any foreign net operating losses by legal entity by jurisdiction (country) including amou...
11  Insurance <ul><li>11.1  A schedule of acquisitions and divestitures listing on a case by case basis how liabilities (k...
11  Insurance <ul><li>11.3.9 Indicate any union participation. </li></ul><ul><li>11.3.10  Indicate states in which you cur...
11  Insurance <ul><li>•   Occupancy at each location.   </li></ul><ul><li>11.3.17  For each property please provide: </li>...
11  Insurance <ul><li>11.4  Brief summary of all environmental risk exposures.  Regarding known liabilities, how are they ...
12  Finance <ul><li>12.1  Audited financial statements for the last 2 years, on a consolidated and consolidating basis, if...
12  Finance <ul><li>12.9  Details on all planned capital spending for the next 3 years. </li></ul><ul><li>12.10  A summary...
12  Finance <ul><li>12.22  Describe cash disbursement practices. </li></ul><ul><li>12.23  Describe credit and collection p...
13  Information Technology <ul><li>13.1  Information Technology Budget vs. Actual (Operating and Capital) with breakdown (...
13  Information  Technology <ul><li>13.9  Hardware and software by platform or function (i.e. mainframes, midrange or serv...
14  Warranty <ul><li>14.1  Describe guaranty/warranty/return policies and procedures.  Include any related written materia...
15  Environmental,  Health and Safety <ul><li>15.1  Any environmental audit or compliance reports prepared by in-house sta...
15  Environmental,  Health and Safety <ul><li>15.9  A list of all off-site waste (whether hazardous or non-hazardous) disp...
16  Technology <ul><li>16.1  Product specifications. </li></ul><ul><li>16.2  List and description of new products under de...
16  Technology <ul><li>16.14  Identify any single source parts or assemblies and the manufacturer used in the products. </...
17  Security <ul><li>17.1  Does the Company have a facility clearance? If so, provide a copy of the DD441 and DD441-1 or o...
17  Security <ul><li>17.8  Provide copies and responses for all security audits from all cognizant agencies for the last 2...
18  Company Culture <ul><li>18.1  Describe your company culture (core values, founding principles, genesis of). </li></ul>...
18  Company Culture <ul><li>18.4  What are your team dynamics? How do you energize your team? Your employees? </li></ul><u...
19 Communications <ul><li>19.1 Process for Public Release of company information (news releases, public announcements, oth...
Appendix -  International Transactions <ul><li>Issues for consideration when evaluating international transactions: </li><...
Appendix -  International Transactions <ul><li>HR Risks </li></ul><ul><ul><li>Country-specific labor laws impacting employ...
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  • Mergers, Acquisitions, Divestitures and Other Strategic ...

    1. 1. PLACEHOLDER FOR TITLE PAGE Participant’s Guide to Acquisition Due Diligence MERGERS, ACQUISITIONS, DIVESTITURES AND OTHER STRATEGIC TRANSACTIONS (MA&D) INFORMATION REQUEST LIST
    2. 2. Table of Contents <ul><li>1 Corporate and Other Organizational Records 3 </li></ul><ul><li>2 Stockholder Records 5 </li></ul><ul><li>3 Material Agreements 6 </li></ul><ul><li>4 Litigation and Regulatory Matters 8 </li></ul><ul><li>5 Intellectual Property 12 </li></ul><ul><li>6 Employee Benefit Plans and Other Employment Matters 13 </li></ul><ul><li>7 Properties, Assets and Leases 19 </li></ul><ul><li>8 Treasury 21 </li></ul><ul><li>9 Programs/ Business Development/ Contracts/ Supply Chain 24 </li></ul><ul><li>10 Tax 28 </li></ul><ul><li>11 Insurance 35 </li></ul><ul><li>12 Finance 39 </li></ul><ul><li>13 Information Technology 42 </li></ul><ul><li>14 Warranty 44 </li></ul><ul><li>15 Environmental, Health and Safety 45 </li></ul><ul><li>16 Technology 47 </li></ul><ul><li>17 Security 49 </li></ul><ul><li>18 Company Culture 51 </li></ul><ul><li>19 Communications 53 </li></ul><ul><li>Appendix International Transactions 54 </li></ul>
    3. 3. 1 Corporate and Other Organizational Records <ul><li>1.1 History of the Company including any predecessor companyies and divested portions, including copies of all acquisition agreements and all divestiture agreements. </li></ul><ul><li>1.2 Annual reports, 8Ks, 10Ks, 10Qs, proxy and insider filings and registrations including internal certification documents relating thereto for the last 3 years. </li></ul><ul><li>1.3 Company policy and procedure manuals. </li></ul><ul><li>1.4 The corporate charter (certificate or articles of incorporation) and by-laws for the Company, including all amendments thereof. </li></ul><ul><li>1.5 Minutes of meetings and Actions by Written Consent of the board of directors of the Company and all committees thereof since the date of incorporation. </li></ul><ul><li>1.6 Minutes of meetings and Actions by Written Consent of the shareholders of the Company since the date of incorporation. </li></ul><ul><li>1.7 Do any non-US citizens serve as members of the Company's board of directors, officers, executive personnel, general paers, regents, trustees or senior management officials? If so, identify. </li></ul><ul><li>1.8 Foreign qualification documents, if any. </li></ul><ul><li>1.9 An organizational chart or written description indicating each legal entity owned by, affiliated with or otherwise engaged in business with the Company and identifying for each entity the jurisdiction of incorporation and the approximate date of incorporation or date of formation. </li></ul><ul><li>1.10 Brief description of all mergers, acquisitions, dispositions, equity financing, reorganizations and other material transactions completed or proposed within 5 years of this date and all documentation relating thereto. </li></ul>Responsibility Data Room Index # or NA
    4. 4. 1 Corporate and Other Organizational Records <ul><li>1.11 If any Company is a paership or limited liability company, copy of paership or limited liability company agreement, as amended, and certificate of limited paership or certificate of formation, with all amendments. </li></ul><ul><li>1.12 List of states and foreign countries in which the Company owns or leases assets, employs people (including consultants or distributors), regularly engages independent contractors or has material contractual relationships. List of all states and foreign countries in which the Company contemplates undertaking business operations in the nature of the foregoing. </li></ul><ul><li>1.13 All private placement memoranda, investment letters, questionnaires, and other documents relating to any private placement of debt or equity securities by the Company since its incorporation (whether or not such offering was consummated). Include copies of all documents filed with every state and federal authority in connection with any such offering of securities. Please explain how the proceeds have been used to date from these private placements of securities. </li></ul><ul><li>1.14 List of any parties or entities, if any, whose consent to the proposed transaction will be required and copies of relevant documents. </li></ul><ul><li>1.15 Any stockholder, buy-sell or similar agreements that may affect, directly or indirectly, the proposed transaction. </li></ul>Responsibility Data Room Index # or NA
    5. 5. 2 Stockholder Records <ul><li>2.1 Copies of all securities of the Company presently outstanding (including options, warrants and securities convertible or exchangeable into common stock) and the number of shares, units or principal amount thereof outstanding as of this date. </li></ul><ul><li>2.2 List of all the security holders of the Company (including option and warrant holders and others entitled to purchase the securities of the Company) since inception of the Company to this date, indicating all transactions, the class and number of securities held by each such holder. </li></ul><ul><li>2.3 Does any foreign interest, directly or indirectly, own or have beneficial ownership of 5 percent or more of the outstanding shares of any class of the Company's equity securities? If so, identify. </li></ul><ul><li>2.4 Does the Company directly or indirectly through subsidiaries and/or affiliates own 10 percent or more of any foreign interest? If so, identify. </li></ul><ul><li>2.5 List of all stock purchase and repurchase agreements. </li></ul><ul><li>2.6 All outstanding agreements or other instruments that may in any way limit the Company's ability to declare and pay dividends. </li></ul><ul><li>2.7 All stock restriction agreements, agreements relating to rights of first refusal and preemptive rights. </li></ul><ul><li>2.8 Other documents, if any, relating to the purchase, issuance or sale of securities. </li></ul><ul><li>2.9 All documents known to the Company relating to outstanding proxies, powers of attorney (with respect to any stock of the Company), voting trusts, or other assignments of rights attaching to any of the stock of the Company. </li></ul><ul><li>2.10 List of any capital stock or equity interest in any other entity or enterprise owned by the Company. </li></ul>Responsibility Data Room Index # or NA
    6. 6. 3 Material Agreements <ul><li>3.1 Agreements related to the granting or obtaining of rights to Intellectual Property or to the use of Intellectual Property including estimated royalties/license fees and other payments due in connection therewith. </li></ul><ul><li>3.2 Confidentiality or nondisclosure agreements which are material to the Company's core technologies. </li></ul><ul><li>3.3 Software licenses or reseller agreements. </li></ul><ul><li>3.4 Distribution, franchise, sales representative, consultant, agency, or commission agreements. </li></ul><ul><li>3.5 Materials, sales and purchase contracts and supply agreements. </li></ul><ul><li>3.6 Joint venture agreements, teaming agreements, strategic supplier agreements, and similar strategic relationship agreements. </li></ul><ul><li>3.7 Research and development agreements. </li></ul><ul><li>3.8 International Industrial Participation (Offset) agreements. </li></ul><ul><li>3.9 Any contracts or agreements which contain termination or other provisions that are triggered by a change in control. </li></ul><ul><li>3.10 All agreements pursuant to which the Company is or will be subject to any obligation to provide funds to or to make investments in any other person (in the form of a loan, capital contribution or otherwise). </li></ul><ul><li>3.11 Schedule and copies of all contracts, agreements, arrangements or understandings under which the Company (i) has any surviving representations or warranties or any ongoing obligation to indemnify, defend or hold harmless any party, or (ii) is subject to any other material commitment, contingency or liability not specifically reflected in the consolidated financial statements of the Company. </li></ul>Responsibility Data Room Index # or NA
    7. 7. 3 Material Agreements <ul><li>3.12 Any contracts or agreements with respect to which the Company has any liability or obligation involving more than $50,000, contingent or otherwise, or is significant to the Company's business. </li></ul><ul><li>3.13 Agreements which may extend for a term of more than one year after the contemplated closing. </li></ul><ul><li>3.14 Agreements under which the amount payable by the Company is dependent on the revenue, income or similar measure of the Company or any other person or entity. </li></ul><ul><li>3.15 Agreements which place any material limitation on the method of conducting or scope of the Company's business or which prohibit or restrict (i) the Company's ability to compete in any business anywhere in any geographic area, (ii) the customers with which the Company may do business or (iii) the prices the Company may charge for its services. </li></ul><ul><li>3.16 Outstanding powers of attorney and letters of authorization regarding the signing of bids, purchase orders or contracts. </li></ul><ul><li>3.17 All other material contracts, instruments, commitments, plans, arrangements and documents involving the Company, not otherwise covered by the foregoing items, which, in your judgment, may be material to the business of the Company or which should be reviewed in making disclosures regarding the business and financial condition of the Company. </li></ul>Responsibility Data Room Index # or NA
    8. 8. 4 Litigation and Regulatory Matters <ul><li>4.1 A schedule of all material government permits, licenses, etc. of the Company and relating to the Company's business. </li></ul><ul><li>4.2 All applications, filings, findings, reports, registration statements, significant correspondence, complaints, consent decrees, settlements, determinations, orders, etc., relating to federal regulatory agencies and all foreign, state and local agencies performing similar functions. Include all exhibits for all filings, supporting documents, and related work papers unless duplicative of material requested elsewhere. Copy or description of compliance programs. For example, and not by way of limitation, please provide items relating to the following: </li></ul><ul><li>4.2.1 US Patent and Trademark Office and foreign government counterparts. </li></ul><ul><li>4.2.2 Environmental Protection Agency. </li></ul><ul><li>4.2.3 Any and all state and foreign environmental agencies having jurisdiction over the Company’s operations. </li></ul><ul><li>4.2.4 Equal Employment Opportunity Commission. </li></ul><ul><li>4.2.5 Occupational Health and Safety Administration. </li></ul><ul><li>4.2.6 Any and all state and foreign occupational health and safety or public health agencies having jurisdiction over the Company’s operations. </li></ul><ul><li>4.2.7 Internal Revenue Service. </li></ul><ul><li>4.2.8 Federal Trade Commission. </li></ul><ul><li>4.2.9 Department of Homeland Security, Customs and Border Protection. </li></ul>Responsibility Data Room Index # or NA
    9. 9. 4 Litigation and Regulatory Matters <ul><li>4.2.10 Department of State, including ITAR matters. </li></ul><ul><li>4.2.11 Department of Treasury, including OFAC matters. </li></ul><ul><li>4.2.12 Department of Labor. </li></ul><ul><li>4.2.13 Department of Commerce, including EAR matters. </li></ul><ul><li>4.2.14 Department of Justice, including FCPA matters. </li></ul><ul><li>4.2.15 Securities and Exchange Commission, including Sarbanes-Oxley and FCPA matters. </li></ul><ul><li>4.2.16 Consumer Product Safety Act (or similar consumer protection laws). </li></ul><ul><li>4.3 Copies of any international or domestic franchise filings. </li></ul><ul><li>4.4 List of all required or advisable non-governmental approvals and authorizations (such as ISO certifications) and copies of all such items held by the Company. Copies of any complaints, suspensions or similar notices or correspondence during the past 5 years regarding any such approvals or authorizations. </li></ul><ul><li>4.5 Description of any inquiries or known noncompliance with any foreign, federal, state or local laws or regulations (including OSHA, EPA, EEOC, etc.), for the past 5 years and the disposition and status thereof. </li></ul>Responsibility Data Room Index # or NA
    10. 10. 4 Litigation and Regulatory Matters <ul><li>4.6 List of material litigation, administrative or regulatory proceedings, arbitration proceedings, government actions, investigations, claims or disputes (including pending or threatened litigation) involving the Company or predecessor companies or indemnified divested companies or any principal shareholder, officer, director, principal, or member of the Company or predecessor companies) with a brief description of each such matter. Include name of court or agency in which the matter is proceeding, date instituted, docket number (if available) and principal parties thereto and all court papers and other material documents related thereto including risk assessment with estimated financial exposure. (A significant current exposure or history of asbestos claims will require several follow-up requests.) </li></ul><ul><li>4.7 All consent decrees, judgments, other decrees or orders, settlement agreements, injunctions or similar matters (continuing or contingent) to which the Company is a party or by which the Company of any of its assets is bound or involving any person in his capacity as a shareholder, officer, director principal, member or employee of the Company. </li></ul><ul><li>4.8 Description of currently threatened litigation, legal claims, regulatory actions or proceedings, and any correspondence relating to any threatened governmental investigation of alleged violation of law or regulation with any governmental agency to which the Company is or may become a party. </li></ul><ul><li>4.9 To the extent not duplicative with above, a description of all actual and /or threatened litigation relating to the Company or its business or assets for the past 2 years and disposition and status thereof. </li></ul>Responsibility Data Room Index # or NA
    11. 11. 4 Litigation and Regulatory Matters <ul><li>4.10 Information concerning any material labor disputes for the Company. </li></ul><ul><li>4.11 All correspondence and documents relating to material contingent liabilities. </li></ul><ul><li>4.12 Counsel’s letters to accountants with respect to litigation, contingent liabilities to the extent they relate directly or indirectly to the Company. </li></ul><ul><li>4.13 Correspondence dealing with actual or alleged infringement, misuse and misappropriation of patents, trademarks, copyrights, trade secrets or other intellectual property rights during the past 5 years and correspondence relating to pending or unresolved claims of patents, trademarks, copyrights, trade secrets or other intellectual property rights. </li></ul><ul><li>4.14 Any waivers or agreements canceling claims or rights of substantial value other than in the ordinary course of business during the past 5 years. </li></ul><ul><li>4.15 Summary of litigation and contingent liabilities, reported or not reported. </li></ul>Responsibility Data Room Index # or NA
    12. 12. 5 Intellectual Property <ul><li>5.1 Schedule of all intangible or intellectual property (e.g., patents, trademarks, copyrights, trade names, service marks, trade secrets and customer lists, chip/mask work registrations, domain names and applications for any of the listed items), owned, leased, licensed or used by the Company or on behalf of the Company and all correspondence files relating thereto, including dates of registration, registration numbers (if any). </li></ul><ul><li>5.2 Description of policies to protect intellectual property rights owned by the Company or otherwise used in its business. Documents relating to any claim or threat of claim of infringement, misuse or misappropriation of Intellectual Property (including breach of IP Agreements) either by the Company against others or by others against the Company. </li></ul><ul><li>5.3 Copy of Company standard form Invention and Secrecy Agreement and list of employees who have executed such agreement. </li></ul><ul><li>5.4 List of persons who are authors of, or who made a substantial contribution to, the development of the Company's technology, including software and other intellectual property and identity of any such person's then employer if not the Company. </li></ul><ul><li>5.5 List of any government agencies or academic institutions that provided research and development funding and related agreements. </li></ul><ul><li>5.6 Infringement/validity/patentability opinions. </li></ul><ul><li>5.7 Intellectual Property indemnification obligations and claims for such indemnification. </li></ul>Responsibility Data Room Index # or NA
    13. 13. 6 Employee Benefit Plans and Other Employment Matters <ul><li>6.1 Documents representing all profit sharing and savings plans, pension or retirement plans, trust instruments, deferred compensation plans, medical, dental or other health and welfare plans and any bonus, incentive, performance or similar plans or arrangements and related agreements; materials describing any of the foregoing; and the latest applicable trust accounting, actuarial reports and other applicable financial statements. Summary plan descriptions for each of the foregoing, to the extent available. For each qualified plan, provide a copy of the most recent IRS favorable determination letter (including a copy of the request for such determination) with respect to such plan. In addition, for each plan for which Forms 5500 are required to be filed, please provide copies of the three most recently filed Forms 5500 with schedules attached. Calculation of estimated retiree medical liability (if any) and cash flow impact over the next several years. </li></ul><ul><li>6.2 ERISA (fiduciary rules) compliance: </li></ul><ul><li>6.2.1 Identify fiduciaries (trustee, plan administrator, investment manager, administrative committee, loan committee, etc.). </li></ul><ul><li>6.2.2 Confirm that fiduciaries are properly bonded. </li></ul><ul><li>6.2.3 Review plan investments to ensure that they are properly in the name of the trust and that they appear to be reasonable and prudent. </li></ul><ul><li>6.2.4 Confirm that responsible fiduciaries have kept due diligence files for selection of investments and have continued to monitor investment choices. </li></ul><ul><li>6.2.5 Review to ensure that there are no apparent prohibited transactions. </li></ul>Responsibility Data Room Index # or NA
    14. 14. 6 Employee Benefit Plans and Other Employment Matters <ul><li>6.2.6 Confirm that all filings required by the Internal Revenue Service (IRS), the DOL, and the Pension Benefit Guaranty Corporation (PBGC) have been made. </li></ul><ul><li>6.2.7 Confirm that the employer has a policy of depositing employee contributions and salary deferral contributions within the DOL’s permitted time frame. </li></ul><ul><li>6.2.8 Confirm that there are no apparent breaches of fiduciary standards. </li></ul><ul><li>6.2.9 Confirm that all DOL reporting and disclosure requirements have been met, including summary plan descriptions, summaries of material modifications, participant statements, summary annual reports, and independent audit of plans. </li></ul><ul><li>6.2.10 Confirm that there are no pending DOL investigations or fiduciary breach lawsuits. </li></ul><ul><li>6.2.11 Review plans for compliance with ERISA Section 404(c) (if desired). </li></ul><ul><li>6.3 Schedule of pension liabilities and assets, if any. </li></ul><ul><li>6.4 Organization charts (top level and business and function) and list of current employees with, date of hire, date of birth, function/department, security clearance level, foreign national status, grade, title, years of service, location, union affiliation, participation in bonus plans, incentive plans, benefit elections and job descriptions. </li></ul>Responsibility Data Room Index # or NA
    15. 15. 6 Employee Benefit Plans and Other Employment Matters <ul><li>6.5 List of executive officers, directors and other key personnel and their current annual compensation, in any form, indicating the percentages of their time estimated to be devoted to the Company’s business if they are less than full-time employees of the Company. Copies of any other executive compensation plans or programs. </li></ul><ul><li>6.6 Employment, consulting, confidentiality, non-competition, indemnification, compensation or other agreements or arrangements to which any director, officer or employee of the Company is a party. </li></ul><ul><li>6.7 Copies of independent contractor agreements. </li></ul><ul><li>6.8 All documents relating to pension, deferred compensation, stock option (including SARs), profit sharing and any other similar plans of the Company, all IRS determination letters relating to the foregoing and the most recent actuarial report for any defined benefit pension plan for the Company. </li></ul><ul><li>6.9 Any standard form employment agreements used by the Company as well as any agreements that deviate in any material respect from such standard forms, and all severance or special termination agreements with senior management of the Company. </li></ul><ul><li>6.10 Information with respect to any pension benefit plan subject to Title IV of ERISA maintained by an entity other than the Company which is, or was within the past 5 years, in a single controlled group with the Company. </li></ul>Responsibility Data Room Index # or NA
    16. 16. 6 Employee Benefit Plans and Other Employment Matters <ul><li>6.11 Information regarding the Company’s liability for medical, pension and life insurance benefits for retired employees. Financial Accounting Standards (FAS) 106 reports. Does plan permit amendment or termination at employer's option? </li></ul><ul><li>6.12 All collective bargaining agreements to which the Company is a party or by which it is bound, including any side letters. </li></ul><ul><li>6.13 A written summary of union relations and copies of union contracts. </li></ul><ul><li>6.14 Description of any threatened or pending labor disputes, work stoppages, work slowdowns, walkouts, lockouts or union organizing activities since inception, indicating disposition thereof by any group whether they be employees or independent contractors. Copies of NLRB or Department of Labor filings, if any. </li></ul><ul><li>6.15 List of employment and labor related litigation including complaints filed with EEOC, state human rights commissions, DOL, OSHA; pending arbitration and regulatory documents, claims, and grievances for past 3 years pursuant to collective bargaining agreements; copies of all attorney demand letters. </li></ul><ul><li>6.16 Any policy manuals or materials with respect to trade or concerning hiring, regulatory compliance, or other employment practices (e.g., hiring and employment guidelines, employment discrimination, contracts with customers and competitors, employee handbooks) of the Company. Copies of Affirmative Action Plans and current EEO-1 Report and copies of all current and expired consent decrees. </li></ul>Responsibility Data Room Index # or NA
    17. 17. 6 Employee Benefit Plans and Other Employment Matters <ul><li>6.17 Confidentiality, proprietary rights, and non-competition agreements (i) between the Company and any consultant, representative, supplier or customer or (ii) which the Company’s employees or consultants have entered into with a prior employer. </li></ul><ul><li>6.18 Descriptions of and agreements relating to any transactions with any insiders ( e.g., directors, officers, key employees and principal shareholders, or their respective immediate family members) including loans, leases, purchases or sales of property. </li></ul><ul><li>6.19 Schedule of all compensation paid during the last 2 years to officers, directors, and key employees showing separately salaries, bonuses and non-cash compensation, including bonuses paid or accrued, direct or indirect benefits or perquisites, and all benefits paid or accrued under all employee benefit plans. A separate schedule for all other employees. </li></ul><ul><li>6.20 Information as to employment arrangements and/or compensation plans where any benefits or rights are triggered by a change in control of the Company, including any so called “golden parachute” or similar arrangements. </li></ul><ul><li>6.21 Description of employee turnover over the last 3 years. If available, describe turnover relative to the industry. Disclose number of voluntary resignations and involuntary terminations of employees. </li></ul><ul><li>6.22 Copies of benefits open enrollment communications, including: memos; Summary Plan Descriptions (SPDs); employee contributions; and highlights of any changes. </li></ul>Responsibility Data Room Index # or NA
    18. 18. 6 Employee Benefit Plans and Other Employment Matters <ul><li>6.23 Tuition reimbursement policies regarding eligibility, benefit and limit if any. </li></ul><ul><li>6.24 Copies of standards of conduct policy and description of the Company's ethics and compliance program. </li></ul><ul><li>6.25 Brief description of training programs. </li></ul><ul><li>6.26 Brief description of retention programs. </li></ul><ul><li>6.27 Benefit costs by plan (Medical, Dental, Life, Disability etc.) with company amount and % of total; employee amount and % of total; and total cost. </li></ul><ul><li>6.28 Company owned / leased vehicles, number of vehicles/type, eligibility; policy/procedure for reporting taxable income. </li></ul>Responsibility Data Room Index # or NA
    19. 19. 7 Properties, Assets and Leases <ul><li>7.1 List of all real property directly or indirectly owned, leased (as lessee or lessor), licensed or used by the Company including all documentation of ownership, leasehold interest, any encumbrances or restrictions against transfer on such property, and any title insurance policies or title searches (including copies of title exceptions). For leased or licensed properties, include the term of lease or license. </li></ul><ul><li>7.2 All leases, licenses, subleases, deeds, mortgages, construction contracts, guarantees and other obligations or commitments relating to real property owned or leased in connection with the Company's business. Any appraisals of the Company's real property. All title commitments, policies and ALTA Surveys relating to real property. </li></ul><ul><li>7.3 All documents, entitlements, permits approvals, variances or notices of violation or noncompliance, under governmental, environmental, zoning or other land-use regulations. </li></ul><ul><li>7.4 Inventory of all fixed assets, personal property and equipment owned or leased, and copies of all purchase contracts, leases (including, without limitation, temporary office or storage structures, automobile leases and computer equipment leases) and security agreements, etc., relating to material equipment or personal property or licenses regarding equipment usage. Provide copies of service or maintenance contracts, if applicable. </li></ul><ul><li>7.5 A copy of all environmental and geotechnical surveys, studies or tests relating to the Company’s properties, assets and facilities. </li></ul>Responsibility Data Room Index # or NA
    20. 20. 7 Properties, Assets and Leases <ul><li>7.6 Schedule of all toxic or hazardous materials produced, used, handled or stored in the course of operations. Also, a separate schedule of all toxic or hazardous materials previously produced, used, handled or stored in the course of operations, but currently not in use. </li></ul><ul><li>7.7 Copies of the last 2 years of property tax bills with respect to each of the Company’s owned or leased properties. </li></ul><ul><li>7.8 Any land purchase or sale agreements or option agreements. </li></ul><ul><li>7.9 Any equipment purchase agreements and material building or construction agreements for construction or alteration of property, plant or equipment. </li></ul><ul><li>7.10 A detailed breakdown of all operating costs for each facility. </li></ul><ul><li>7.11 Building site plans, layout plans, structural plans and utility plans. </li></ul><ul><li>7.12 Existing governmental incentive or abatement agreements. </li></ul><ul><li>7.13 Insurance loss prevention reports. </li></ul><ul><li>7.14 Current employee headcount and site utilization analysis. </li></ul>Responsibility Data Room Index # or NA
    21. 21. 8 Treasury <ul><li>8.1 Copies and schedule of long-term debt including amounts, maturities, major covenants and prepayment terms, if any. Indicate whether the Company has been in continual compliance with the major covenants contained in these agreements. </li></ul><ul><li>8.2 Copies of any currently outstanding commitment letters or other correspondence relating to proposed financings or borrowings including related term sheets. </li></ul><ul><li>8.3 Letters of credit outstanding (amounts, terms), surety bonds and corporate guarantees, if any. </li></ul><ul><li>8.4 List of financial institutions and types of accounts maintained by or on behalf of the Company, with copies of all material correspondence with and from such lenders in the past 3 years. </li></ul><ul><li>8.5 All documents purporting to create liens, mortgages, security agreements, pledges, charges or other encumbrances on the stock of the Company, on any real or personal property of the Company or in favor of the Company. Indicate whether the Company has been in continual compliance with the financial covenants contained in these agreements. All Uniform Commercial Code (UCC) financing statements filed with respect to the above referenced items. </li></ul><ul><li>8.6 Copies of any notes payable to or notes receivable from any employee, independent contractor, director, affiliate, agent or shareholder of the Company outstanding at any time during the past year. Copies of all other agreements relating, directly or indirectly, to the Company or any person who is, or is proposed to become, an officer, director or significant stockholder (including affiliates) of the Company or any of its subsidiaries. </li></ul>Responsibility Data Room Index # or NA
    22. 22. 8 Treasury <ul><li>8.7 Venture capital financing documents, if any. </li></ul><ul><li>8.8 Brief description of customary credit terms with respect to the Company’s products and/or services. </li></ul><ul><li>8.9 Brief description of customary credit terms available from suppliers. </li></ul><ul><li>8.10 Mortgages, security agreements, pledges and other evidence of liens or letters of credit securing any obligations of the Company. </li></ul><ul><li>8.11 Company and personal guarantees of any obligations and powers of attorney executed in the Company’s name. </li></ul><ul><li>8.12 Listing of all derivative contracts entered into by the Company including any foreign currency and interest rate hedges. </li></ul><ul><li>8.13 For FX derivatives, provide a supplemental cash flow forecast which supports the outstanding hedges per FAS 133 requirements. </li></ul><ul><li>8.14 Copies of foreign exchange contracts and hedge documentation. List of programs, contracts, and/or exposures not hedged. Copies of financial and commodity derivatives/ instruments such as interest rate swaps, equity options, interest options, etc., hedge documentation. </li></ul>Responsibility Data Room Index # or NA
    23. 23. 8 Treasury <ul><li>8.15 All other financing documents, such as sale and leasebacks, installment sales, vendor financing programs, customer financing programs, floor planning programs, synthetic leases, capital leases, other lease agreements not included with lease documents (leveraged leases, industrial revenue bonds etc.) other off-balance sheet financing arrangement, or variable interest entities. </li></ul><ul><li>8.16 Provide bank account information, including bank name, address, account number, contact, telephone number, currency, etc. </li></ul><ul><li>8.17 Describe uses of bank accounts, i.e., payroll, T&E, AP, Receipt/lockbox and other miscellaneous (petty cash). </li></ul><ul><li>8.18 Describe volume of account activity, i.e., number of checks for each category in 8.17 above. </li></ul><ul><li>8.19 List bank account signatories and respective limitations. Also distinguish facsimile type signatures from manual/live signatures. </li></ul><ul><li>8.20 Identify special bank services. Positive pay, controlled disbursement, lockbox, etc. should be identified. </li></ul>Responsibility Data Room Index # or NA
    24. 24. 9 Programs/ Business Development/ Contracts/Supply Chain <ul><li>9.1 List of customers and suppliers of the Company over past 3 years, identifying customer (DoD, non DoD, State/Local, Commercial and Foreign Direct, FMS and FMF programs), contract type (fixed price, cost type, etc.) and value ($). Include copies of standard form of agreement and annual dollar amounts sold/purchased in past 3 years and estimates for current year. </li></ul><ul><li>9.2 Copies of contracts that account for a material part (i.e., representing 80% of Company's total revenue) of the Company's operating expenses, purchases or sales. </li></ul><ul><li>9.3 Copies of management review packages for material contracts and bid opportunities including management commentary thereon. </li></ul><ul><li>9.4 For material contracts, provide Earned Value metrics (CPI, SPI), current contract value, funding status, outstanding changes to be negotiated, ETC, ECAC and whether identified in OM financials, status of any earnings reserves and reason therefor. For material subcontracts and purchase orders, list the amount, actual cost incurred, commitments and uncommitted dollars. Also identify all critical goods or services that are available only from one source of supply. </li></ul><ul><li>9.5 For material bid opportunities, provide a schedule listing: customer, Pgo and status of RFP and source of funds (if US Government program, identify whether funding is included in POM and approved by Congress), Pwin and status of competition including discriminators, % direct labor and material, major subcontractors, projected earnings and revenue, any required teaming agreements or licenses (identify whether in place or not), industrial participation requirements, unusual T&Cs, opportunities for synergy. </li></ul>Responsibility Data Room Index # or NA
    25. 25. 9 Programs/ Business Development/ Contracts/Supply Chain <ul><li>9.6 Identify and describe any commodity market-driven issues (e.g., supply shortages or overages) experienced in the last 5 years. </li></ul><ul><li>9.7 Standard forms of contracts, purchase orders, sales orders and other documents used in connection with purchase and sales showing terms and conditions. </li></ul><ul><li>9.8 Ratings, evaluations and complaints by customers for past 3 years including summary award fees scores and evaluations if available. </li></ul><ul><li>9.9 Identify supplier ratings for the past 3 years. </li></ul><ul><li>9.10 REAs and disputed change orders, claims in mediation, arbitration or litigation. Indicate if revenue projections include recovery of any disputed amounts, or if any disputed amounts are reserved for. </li></ul><ul><li>9.11 Defaults and terminations. </li></ul><ul><li>9.12 Any existing liens relating to the business or assets thereof. </li></ul><ul><li>9.13 Is the Company registered with the DoD Central Contractor Database? </li></ul><ul><li>9.14 Organizational Conflict of Interest (OCI) mitigation plans currently in effect and for past 3 years. </li></ul><ul><li>9.15 Correspondence relating to OCI matters. </li></ul><ul><li>9.16 Internal procedure for handling OCI issues. </li></ul>Responsibility Data Room Index # or NA
    26. 26. 9 Programs/ Business Development/ Contracts/Supply Chain <ul><li>9.17 To the extent not covered by 1.3, Company policy and procedure relating to export and import control. </li></ul><ul><li>9.18 Has the Company exported any commodities, technical data, software or services in the last 5 years? If so, identify. </li></ul><ul><li>9.19 Does the Company currently have any validated export licenses or agreements from any US Government agencies? If so, identify agencies. </li></ul><ul><li>9.20 Does the Company have any outstanding or ongoing export licensing, export jurisdiction or other export control issues, i.e., non-routine issues that are the subject of correspondence with one or more government agencies? If so, identify agencies and provide brief explanation. </li></ul><ul><li>9.21 Identify US Government agencies which have jurisdiction over the Company's exports. </li></ul><ul><li>9.22 Is the Company registered with the Department of State, Office of Defense Trade Controls? If so, provide registration information (registrant, PM/DTC code number, name and phone number of empowered official). </li></ul><ul><li>9.23 Are there currently any known business activities involving items on the US Munitions List in any of the countries proscribed by section 126.1 of the ITAR? If so, describe. </li></ul>Responsibility Data Room Index # or NA
    27. 27. 9 Programs/ Business Development/ Contracts/Supply Chain <ul><li>9.24 Has any person of the Company been or is the subject of an indictment, or has been convicted of violations of any of the US Criminal Statutes enumerated in section 120.27 of the ITAR, the EAR, Customs regulations, EU trade controls and customs requirements, or any foreign country trade control and customs regulations, or is ineligible to contract with, or to receive a license or other approval to import articles or defense services from or to receive an export license or other approval from any agency of the US Government, the EU or foreign government? If so, identify. </li></ul><ul><li>9.25 Are there any requirements to address potential or ongoing voluntary disclosure issues to any agency of the US Government with respect to violations of the ITAR or EAR? If so, identify. </li></ul><ul><li>9.26 Does the Company conduct business, or have any know business activities or representation, directly or indirectly, in any of the following countries: Algeria, Bahrain, Comoros, Cuba, Djibouti, Iran, Iraq, Kuwait, Lebanon, Libya, Mauritania, Morocco, North Korea, Oman, Palestine, Qatar, Saudi Arabia, Somalia, Sudan, Syria, Tunisia, UAE or Yemen? If so, describe. </li></ul><ul><li>9.27 Has the Company ever filed a Report of Restrictive Trade Practices (Form BXA-621P or BXA-6051P) with the Office of Anti-boycott Compliance at the Department of Commerce? If so, describe. </li></ul><ul><li>9.28 Provide description of the Company's Export/Import internal compliance programs, including name and phone number of export/import coordinator. </li></ul><ul><li>9.29 List of import tariff classifications for all imported products. </li></ul><ul><li>9.30 Total annual volume of Company's imports (by shipment number, value and duty payments). </li></ul>Responsibility Data Room Index # or NA
    28. 28. 10 Tax <ul><li>10.1 Work papers of U.S. income tax provision (including state income taxes), both current and deferred, for the last 3 fiscal years and the most recent interim period, including: </li></ul><ul><li>a) Listing of exposure items and cushion analysis. </li></ul><ul><li>b) Support for the current and deferred tax liability accounts. </li></ul><ul><li>c) Support for FAS 109 conformity and valuation allowance determination (including tax planning strategies). </li></ul><ul><li>d) Detail of NOL creation and/or utilization (Federal and State). </li></ul><ul><li>10.2 Work papers of foreign income tax provision, both current and deferred, for the last 3 fiscal years and the most recent interim period. </li></ul><ul><li>10.3 U.S. and foreign corporate organization charts containing all entities, locations of operations that earn revenue, incur expenses or provide services within and to the businesses being acquired or disposed. A complete list of all countries, states, provinces and cities in which the target company (ies) is deemed to do business under applicable corporation tax law. </li></ul><ul><li>10.4 For each legal entity being acquired, the laws under which the legal entity was formed and the type of legal entity (LLC, Ltd. SA, etc.). For each legal entity being acquired, indicated the structure of shareholdings (direct and indirect), analyzed according to share of voting rights and capital. Indicate if any of the entities made a U.S. “check the box” or entity classification election. If yes, then provide a copy of Form 8832. Provide the functional currency for each legal entity. </li></ul>Responsibility Data Room Index # or NA
    29. 29. 10 Tax <ul><li>10.5 Provide a list of joint ventures and teaming agreements assumed as part of the transaction. Indicate if contractual joint venture or legal entity. If a legal entity, then please ensure it is included in the organizational chart and detailed information is provided. </li></ul><ul><li>10.6 Breakdown of target businesses most recent revenues, payroll, real and personal property (including capitalized leases) and tangible and intangible assets by taxing jurisdiction (countries, states, provinces, cities) and asset type. </li></ul><ul><li>10.7 List of all inter-company loans or indebtedness (formally documented, as well as not formally documented). If formally documented, provide a copy of the loan document. </li></ul><ul><li>10.8 List of employees associated with the businesses being acquired that are anticipated to be retained as part of the business transaction. List the number of employees and the annual payroll for every location by taxing jurisdiction (country, state, province & cities). Provide copies of retention agreements, if any. Similarly, for a disposition, list the target employees, legal entity they are currently employed by, location (country, state, province, cities) and annual payroll by location. </li></ul><ul><li>10.9 List reflecting which corporations own technology and location of development. </li></ul><ul><li>10.10 Federal (including Federal Forms 5471, 5472, 8858, 8865), state and foreign (and/or statutory reports) including VAT, PST or GST returns for the past 3 years. </li></ul><ul><li>10.11 Reconciliation of financial statement income to taxable income for the preceding 3 years, with detail of all book/tax differences. </li></ul>Responsibility Data Room Index # or NA
    30. 30. 10 Tax <ul><li>10.12 Provide a complete list of the physical location of all assets (e.g. by country, state and city). The list should include the types of all assets acquired including: </li></ul><ul><li>– Real Property (land), buildings, leasehold improvements </li></ul><ul><li>– Furniture, fixtures (i.e. assets part of the building), and equipment </li></ul><ul><li>– Receivables </li></ul><ul><li>– Software and intangibles </li></ul><ul><li>– Intellectual Property </li></ul><ul><li>– Leases </li></ul><ul><li>10.13 For all assets which will be transferred please identify the book basis and tax basis. </li></ul><ul><li>10.14 Provide supporting documentation for the last three years that explains differences between depreciation and capitalization policy for both tax and book purposes, with detail of any available elections made (i.e., straight line, 150% AMT method, alternative depreciation method). </li></ul><ul><li>10.15 List of major accounting methods, including: </li></ul><ul><li>– Any recent (5 years) 481 adjustments. </li></ul><ul><li>– Compliance with uniform capitalization rules </li></ul><ul><li>– Overall accounting method (cash, accrual) </li></ul><ul><li>– Installment reporting </li></ul><ul><li>– Bond premium amortization </li></ul><ul><li>– Long-term contracts </li></ul><ul><li>– Deferred revenue for services or sale of goods </li></ul>Responsibility Data Room Index # or NA
    31. 31. 10 Tax <ul><li>10.16 Tax sharing agreement (if any). </li></ul><ul><li>10.17 Detail of any recent (5 years) securities transactions. </li></ul><ul><li>10.18 Detail on Inter-company Royalty Structure and/or Cost Reimbursement Agreements, including: formal agreements, current rates, recent modification cost sharing arrangements, advance pricing agreements, R&D Consortium agreements and Section 482 compliance. </li></ul><ul><li>10.19 Support for nexus and filing requirements, including detail on: the filing of returns in each state where property is owned or leased and a listing of states where U.S. Public Law 86-272 applies. </li></ul><ul><li>10.20 Detail of apportionment factors for reasonableness, and detail why the sum of the state apportionment factors do not approximate 100% (if applicable). </li></ul><ul><li>10.21 Detail of the characterization of business versus non-business income and detail non-business (allocated) income positions among the states. </li></ul><ul><li>10.22 Combined (&quot;unitary&quot;) returns where required. </li></ul><ul><li>10.23 Detail of the filing of any of the following returns and any potential exposure items, including noncompliance for past 3 years: </li></ul><ul><li>– Sales and Use Tax Returns. </li></ul><ul><li>– Property tax returns. </li></ul><ul><li>– Personal property tax returns. </li></ul>Responsibility Data Room Index # or NA
    32. 32. 10 Tax <ul><li>– Intangible personal property tax returns. </li></ul><ul><li>– Unemployment tax returns. </li></ul><ul><li>– Capital stock (net worth, franchise) tax returns. </li></ul><ul><li>– Payroll tax returns and detail of when taxes collected are remitted to the state. </li></ul><ul><li>– Escheat tax returns (unclaimed property). </li></ul><ul><li>– Copies of all foreign returns and/or statutory reports for the past 3 years including any VAT, PST or GST returns. </li></ul><ul><li>– Reconciliation of financial statement income to taxable income for the preceding 3 years on a by-country basis. </li></ul><ul><li>– Federal and state excise tax returns. </li></ul><ul><li>– Other state and local tax filing requirements and information returns. </li></ul><ul><li>10.24 Reconciliation of financial statement income to taxable income for the preceding 3 years on a by-country basis. </li></ul><ul><li>10.25 Detail of prior IRS and /or state examinations and the results thereof, and compliance with the settlements, including RARs and treatment of similar issues in subsequent periods. </li></ul>Responsibility Data Room Index # or NA
    33. 33. 10 Tax <ul><li>10.26 Detail of any pending IRS and/or state examinations. Provide copies of Forms 872 and 872A (Special Consent to Extend the Time and Assess Tax) Forms 872T and Forms 870 (Waiver of Restrictions on Assessment and Collection of Deficiency in Tax and Acceptance of over assessment). </li></ul><ul><li>10.27 Detail of prior foreign income tax audits and the results thereof, including compliance with any settlements. </li></ul><ul><li>10.28 Detail of any current tax examinations being conducted in foreign jurisdictions and any potential foreign tax exposure. </li></ul><ul><li>10.29 Detail of all prior acquisitions and dispositions, including detail on any asset appraisals. </li></ul><ul><li>10.30 Company's most recent tax basis balance sheet. </li></ul><ul><li>10.31 Detail of any Tax Deficiencies, including: </li></ul><ul><li>– Liens outstanding. </li></ul><ul><li>– Tax cushion analysis. </li></ul><ul><li>– Tax allocation agreements. </li></ul><ul><li>– Copies of all tax return disclosures under 6661, 6662, and 6694. </li></ul><ul><li>– Tax indemnification agreements either provided to or received from a third party (if any). </li></ul><ul><li>– All purchase and sale agreements involving present or former subsidiaries. </li></ul>Responsibility Data Room Index # or NA
    34. 34. 10 Tax <ul><li>10.32 Detail of any foreign net operating losses by legal entity by jurisdiction (country) including amount and expiration date of the loss. </li></ul><ul><li>10.33 Detail of information reporting for foreign transactions, under Sections 6038A, 6038B and 6038C (if required). </li></ul><ul><li>10.34 Detail of any sale-leaseback transactions and the accounting thereof. </li></ul><ul><li>10.35 Detail of any debt instrument modifications and the related tax treatment under IRC 1001 and the proposed regulations. </li></ul><ul><li>10.36 Detail on any dividends received deduction (&quot;DRD&quot;), including circumstances where the DRD would be disallowed (i.e., hedging transactions). </li></ul>Responsibility Data Room Index # or NA
    35. 35. 11 Insurance <ul><li>11.1 A schedule of acquisitions and divestitures listing on a case by case basis how liabilities (known and unknown pre-closing claims and/or occurrences) were treated at the time of each transaction. Specify which liabilities are intended to be included in this transaction. </li></ul><ul><li>11.2 Indicate the Company's five greatest exposures to accidental loss. </li></ul><ul><li>11.3 Provide the following information: </li></ul><ul><li>11.3.1 Detailed and currently valued insurance company loss runs for the past 5 years on an aggregate basis for all lines of coverage. </li></ul><ul><li>11.3.2 Where loss sensitive/deductible programs apply, provide a schedule of reserves compared to ultimate expected losses within any retentions for all lines of coverage (including a description of any collateral required). Also provide retro or dividend premium adjustment information. </li></ul><ul><li>11.3.3 Projected domestic payroll by classification and state for the current year. </li></ul><ul><li>11.3.4 Total payroll for the past 5 years. Show foreign, Canadian and domestic totals separately. </li></ul><ul><li>11.3.5 Indicate (by country) number of US expatriates assigned overseas on a long-term basis. Show payroll and job title. </li></ul><ul><li>11.3.6 Provide experience modifications for the past 3 years. </li></ul><ul><li>11.3.7 Indicate any claims which have resulted from occupational disease. </li></ul><ul><li>11.3.8 Provide projected and 5 years of historical headcount of employees (show foreign and domestic totals separately). </li></ul>Responsibility Data Room Index # or NA
    36. 36. 11 Insurance <ul><li>11.3.9 Indicate any union participation. </li></ul><ul><li>11.3.10 Indicate states in which you currently maintain a major program with the state insurance fund. </li></ul><ul><li>11.3.11 Projected revenue for current year as well as 5 years of historical revenue (please show domestic, Canadian and foreign revenues separately). </li></ul><ul><li>11.3.12 Provide current and historical vehicle counts (5 years) and make-up of fleet (i.e., tractors, trailers, trucks, vans, private passenger, etc.). </li></ul><ul><li>11.3.13 Provide schedules or summaries of insurance for the past 3 years. Please include a schedule of all program costs/allocations by line of coverage. </li></ul><ul><li>11.3.14 Provide full copies of all insurance policies/binders excluding employee benefits coverages such as health and life insurance. </li></ul><ul><li>11.3.15 Provide corporate counsel's current list of closed and pending litigation, including Employment Practices related claims or threatened litigation. </li></ul><ul><li>11.3.16 Schedule of domestic and foreign values per location (street addresses) broken out by: </li></ul><ul><li>• Property (i.e., building, stock, furniture and fixtures, machinery and equipment). All property values should be reported at replacement cost. </li></ul><ul><li>• Business Interruption including ordinary payroll figures if coverage required. </li></ul><ul><li>• Additional Time Element Values (i.e., Extra Expense, Rental Values, Contingent Business Interruption/ Contingent Extra Expense). </li></ul>Responsibility Data Room Index # or NA
    37. 37. 11 Insurance <ul><li>• Occupancy at each location. </li></ul><ul><li>11.3.17 For each property please provide: </li></ul><ul><li>• Copies of latest engineering reports </li></ul><ul><li>• Construction and protection details, if engineering information not available. Construction should be identified by roof and walls (frame non-combustible, masonry). Protection details should include percentage of facility with sprinklers, alarm service, public or private fire service, adequacy of water supply and pressure. </li></ul><ul><li>11.3.18 Transit information, i.e., annual number of shipments, method of shipment, maximum amount per shipment, average value per shipment, what is being shipped. </li></ul><ul><li>11.3.19 Contingent Business Interruption/Contingent Extra Expense - any sole or significant suppliers or customers? If so, please identify. </li></ul><ul><li>11.3.20 Boiler and Machinery - any PCB or Ammonia exposures? </li></ul><ul><li>11.3.21 Builders Risk - any anticipated major construction and/or renovation at the facilities? </li></ul><ul><li>11.3.22 Contingency plans - any developed in the event of a major catastrophe? </li></ul><ul><li>11.3.23 Any known flood, earthquake or windstorm exposures? </li></ul><ul><li>11.3.24 Interdependency - any between owned facilities? </li></ul>Responsibility Data Room Index # or NA
    38. 38. 11 Insurance <ul><li>11.4 Brief summary of all environmental risk exposures. Regarding known liabilities, how are they expected to be addressed at closing? </li></ul><ul><li>11.5 Summary of the Company's product liability and errors and omissions exposure relative to the services provided. Describe any services and/or products which have resulted in unusual claim activity/litigation. Describe any procedures the Company has in place (contractual or otherwise) to limit this exposure. </li></ul><ul><li>11.6 Indicate if the Company is currently responsible for any claims resulting from uninsured losses, insolvent former insurers, exhaustion of prior coverage, or cancellation of claims-made insurance. </li></ul><ul><li>11.7 Indicate any risks the Company has been unable to insure. Provide summary of self-insurance programs, captives or other risk retention programs. </li></ul><ul><li>11.8 Indicate if you use consultants, actuaries or third-party administrators on any portion of your program. If so, indicate name of the firm and service provided. </li></ul><ul><li>11.9 Indicate if you assume (voluntarily or by contract or agreement or otherwise) significant liability for any third parties. Provide copies of sample contracts. </li></ul><ul><li>11.10 Provide a copy of your latest Directors' and Officers' Liability application as well as a summary of any claims. </li></ul><ul><li>11.11 Does the Company maintain a formal safety and loss control program? If yes, provide a description of its goals and the name of the individual responsible for its operations. </li></ul><ul><li>11.12 Describe any surety needs the Company may have including a schedule of current bonds. </li></ul>Responsibility Data Room Index # or NA
    39. 39. 12 Finance <ul><li>12.1 Audited financial statements for the last 2 years, on a consolidated and consolidating basis, if applicable and available. Provide details and descriptions on all consolidating entries made in preparing the consolidated results. </li></ul><ul><li>12.2 Internally generated annual financial statements, including income statements, balance sheets, cash flows and trial balances, by operating segments/product line (if applicable) for YTD and the last 2 years. If available, these statements should also include budget-to-actual comparisons, variance analysis, supplemental P&L schedules and all related management discussions. </li></ul><ul><li>12.3 Provide description and quantification for any significant non-recurring or one-time adjustments, revenues or costs included in operating results that are not anticipated on a go-forward basis. </li></ul><ul><li>12.4 Provide work papers from independent auditors, most recent and for past 2 years. </li></ul><ul><li>12.5 All management letters issued by the independent accountants and the internal auditors during the last 3 years. If available, any reports issued by external consultants during the same time period. </li></ul><ul><li>12.6 Forecast financial statements, to include income statements, balance sheets and cash flow information for the next 5 years. </li></ul><ul><li>12.7 Strategic and business plans developed in the last year. Include any long-range planning for product development, market research, pricing and data processing. </li></ul><ul><li>12.8 Provide schedule comparing last year's capital budget to actual expenditures. </li></ul>Responsibility Data Room Index # or NA
    40. 40. 12 Finance <ul><li>12.9 Details on all planned capital spending for the next 3 years. </li></ul><ul><li>12.10 A summary of the order backlog (if applicable), with details for significant individual orders. </li></ul><ul><li>12.11 Provide a description and schedule of all related party or non-arms length transactions for the last 2 years. Also include a current forecast for these transactions. </li></ul><ul><li>12.12 Provide a schedule of discounts given to customers. </li></ul><ul><li>12.13 Provide a schedule of returns made by customers, by month for the past year. </li></ul><ul><li>12.14 For contracts, provide schedule showing scheduled costs incurred to date plus estimated cost to complete compared to the original bid estimate. Provide any related project engineers' reports, interim financial data, and any independent architects and engineers' reports. </li></ul><ul><li>12.15 Provide a schedule of gross profit margins on contracts. </li></ul><ul><li>12.16 Provide a schedule by month of selling, general and administrative expenses for the past 2 years and current year to date. </li></ul><ul><li>12.17 List of outstanding bids. </li></ul><ul><li>12.18 List of new business opportunities. </li></ul><ul><li>12.19 Provide sales and margin by backlog/follow-on/new business by program/product. </li></ul><ul><li>12.20 Identify opportunities not included in the plan. </li></ul><ul><li>12.21 Schedule of pension funding payments. </li></ul>Responsibility Data Room Index # or NA
    41. 41. 12 Finance <ul><li>12.22 Describe cash disbursement practices. </li></ul><ul><li>12.23 Describe credit and collection practices. </li></ul><ul><li>12.24 Describe inter-company transactions and related settlement procedures. </li></ul><ul><li>12.25 Provide a schedule of services provided by Corporate. </li></ul><ul><li>12.26 Provide a schedule of aged accounts receivable for the past 2 years and a reconciliation of accounts receivable aging to reported accounts receivable balance in financial statements. </li></ul><ul><li>12.27 Provide a summary of primary components of inventory including types and locations. </li></ul><ul><li>12.28 Provide a schedule of changes in plant, property and equipment and depreciation reconciled to general ledger balance. </li></ul><ul><li>12.29 Provide a summary of accrued liabilities by major categories (payroll, interest, etc.). </li></ul>Responsibility Data Room Index # or NA
    42. 42. 13 Information Technology <ul><li>13.1 Information Technology Budget vs. Actual (Operating and Capital) with breakdown (by month, business/Corporate, resource, labor, telecom, maintenance, facilities, depreciation, amortization, other) for past 2 years, current year, and next year forecast. </li></ul><ul><li>13.2 List of IT financial commitments including committed payment schedules. </li></ul><ul><li>13.3 Company IT infrastructure architecture definition and technical standards. </li></ul><ul><li>13.4 List of sites supported by IT including number of users and size of local IT staff for each and user support or help desk approach. </li></ul><ul><li>13.5 Applications portfolio including a list of business processes supported by the applications. </li></ul><ul><li>13.6 Complete asset listing of hardware and software both owned & leased, including operating systems, applications by function (HR, manufacturing, etc) and development type (proprietary, third party, etc) and type of licenses and available seats information, hardware (pcs, business systems platforms), desktop software suite, virus scanning software, network (LAN, wan, internet, intranet) infrastructure, capacity or stress testing programs/results, email, EDI/external interfaces, servers, routers, controllers, switches, outsourcing arrangements, Company internet access description (for employee usage), ISO certification status and programs. </li></ul><ul><li>13.7 Copies of all hardware lease or purchase agreements. </li></ul><ul><li>13.8 Copy of all software licenses agreements (including personal computer software license agreements) annotated by vendor, license count, financial value and identifying which are company wide. </li></ul>Responsibility Data Room Index # or NA
    43. 43. 13 Information Technology <ul><li>13.9 Hardware and software by platform or function (i.e. mainframes, midrange or servers, and personal computers). </li></ul><ul><li>13.10 Identify any outside personnel (for example, contractors, outsourcer, corporate-level employees) used to support the computing systems and/or computing infrastructure and cost for services. </li></ul><ul><li>13.11 Data communication network schema with equipment for each site: including Local Area Network (LAN) and Wide Area Network (WAN) topologies. </li></ul><ul><li>13.12 Brief description of Web strategy and E-Commerce direction. </li></ul><ul><li>13.13 Brief description of general controls, including backup, disaster recovery plans, documentation and control over software. </li></ul><ul><li>13.14 Schema of hardware components, layouts of rooms and facilities used to house all hardware components. Review Cooling facilities, un-interruptible power supplies (UPS), security provisions, and any plans for expansion for each facility. </li></ul><ul><li>13.15 Copy of major project plans for active systems and software development projects showing cost, ROI projections, budgets, schedule, modifications, and scope of the projects. </li></ul><ul><li>13.16 Information on systems development tools, methodologies and languages used to support the current environment. </li></ul>Responsibility Data Room Index # or NA
    44. 44. 14 Warranty <ul><li>14.1 Describe guaranty/warranty/return policies and procedures. Include any related written materials and any documents creating any expenses or implied warranties with respect to the products manufactured or distributed or services provided by the Company. </li></ul><ul><li>14.2 Have there been any warranty claims (including lawsuits) concerning the Company’s products within the last 5 years? If so, please explain. </li></ul><ul><li>14.3 Have there been any recalls or any other post-manufacturing remedial measures (“remedial measures”) taken with respect to any product defect, alleged or otherwise, or service performed by the Company within the last 5 years, or are any such remedial measures currently pending, or planned or anticipated by the Company? If so, please explain. </li></ul><ul><li>14.4 Is warranty expense “pay as you go” or reserved in the P&L and balance sheet? </li></ul><ul><li>14.5 Are there any oral warranties issued for the Company’s products? If so, describe such warranties including their terms, to whom they were issued, by whom they were issued, and when they were issued. </li></ul><ul><li>14.6 Is the Company aware of any defects or other potential problems with its products or services which could give rise to a warranty claim including any defects or problems with specifications or drawings for said products? </li></ul>Responsibility Data Room Index # or NA
    45. 45. 15 Environmental, Health and Safety <ul><li>15.1 Any environmental audit or compliance reports prepared by in-house staff or outside consultants. </li></ul><ul><li>15.2 All notifications received from any federal, state, local or foreign governmental agency alleging violations of any environmental laws by the Company and which have not been resolved, or which were received in the last 5 years. </li></ul><ul><li>15.3 All notifications received by the Company from any federal, state or local governmental agency of any potential liability of the Company under the Comprehensive Environmental Response, Compensation and Liability Act (&quot;CERCLA&quot; or &quot;Superfund&quot;), the Resource Conservation and Recovery Act (&quot;RCRA&quot;) or similar federal or state statutes or municipal ordinances. </li></ul><ul><li>15.4 Summary of all other claims or proceedings against, or investigations of, the Company by any governmental agency or private entity relating to the release or discharge of any hazardous material into the environment or relating to employee health and safety. </li></ul><ul><li>15.5 All environmental permits relating to the operations of the Company, excluding land use permits. </li></ul><ul><li>15.6 Listing of any other known current violation or liability under environmental or health and safety laws or regulations with respect to the facilities now owned or operated by the Company. </li></ul><ul><li>15.7 List of operating locations at which friable asbestos is present, and a copy of any asbestos survey and management plans for such locations. </li></ul><ul><li>15.8 For each of the last 5 years, the OSHA recordable injury rates per 100 employees and lost day injury rates per 100 employees of each business and facility, as well as the overall Company rates. </li></ul>Responsibility Data Room Index # or NA
    46. 46. 15 Environmental, Health and Safety <ul><li>15.9 A list of all off-site waste (whether hazardous or non-hazardous) disposal facilities historically used by the Company. </li></ul><ul><li>15.10 A list of all off-site waste (whether hazardous or non-hazardous) disposal facilities currently used by the Company. </li></ul><ul><li>15.11 A list of all known locations of releases of hazardous or toxic substances on, in or under (a) real property previously or currently owned, leased or operated by the Company or (b) real property adjacent to real property previously or currently owned, leased or operated by the Company. </li></ul>Responsibility Data Room Index # or NA
    47. 47. 16 Technology <ul><li>16.1 Product specifications. </li></ul><ul><li>16.2 List and description of new products under development. </li></ul><ul><li>16.3 Research and Development plans, expenditures and associated schedules for the past 5 years. </li></ul><ul><li>16.4 Competitive product evaluations. </li></ul><ul><li>16.5 Design and Development (D&D) Engineering process description including systems, h/w and s/w development. </li></ul><ul><li>16.6 Engineering D&D performance data (metrics and trend analysis). </li></ul><ul><li>16.7 Engineering change data, including trends, analysis, unincorporated changes for each drawing (hanging paper), Configuration Control process. </li></ul><ul><li>16.8 List of all CAD/CAM s/w including all modeling simulation software (include version and mod) and library models. </li></ul><ul><li>16.9 Manufacturing process description. </li></ul><ul><li>16.10 Manufacturing Statistical Process Control (SPC) data on all manufactured product. </li></ul><ul><li>16.11 List and identify all manufacturing equipment showing book value. </li></ul><ul><li>16.12 Identify all WIP and completed goods inventory. </li></ul><ul><li>16.13 Resumes of key engineering personnel. </li></ul>Responsibility Data Room Index # or NA
    48. 48. 16 Technology <ul><li>16.14 Identify any single source parts or assemblies and the manufacturer used in the products. </li></ul><ul><li>16.15 Brief description of type, location, condition and adequacy of engineering space and laboratories. </li></ul><ul><li>16.16 List and describe all special test equipment. </li></ul>Responsibility Data Room Index # or NA
    49. 49. 17 Security <ul><li>17.1 Does the Company have a facility clearance? If so, provide a copy of the DD441 and DD441-1 or other US Government agency clearance documents. </li></ul><ul><li>17.2 Does the Company have US Government and/or foreign government contracts involving classified information? If so, identify. </li></ul><ul><li>17.3 Provide latest copy of the SF 328 or 441s (Certificate pertaining to Foreign Interests). </li></ul><ul><li>17.4 Does the Company have any Foreign National person(s) (non-US citizen who is not a Resident Alien) working or assigned in the Company? If so, how many and which countries? Is a Technology Control Plan (TCP) implemented and has it been approved by DSS? </li></ul><ul><li>17.5 Does the Company have any Special Access Program (SAP) contracts? If so, with which Government agencies? Is there any ongoing litigation because of a SAP access denial/revocation by the Government? How many SAP customers does the Company have? </li></ul><ul><li>17.6 Does the Company have any Sensitive Compartmented Information (SCI) contracts? If so, with which Government agencies? Is there any ongoing litigation because of a SCI access denial/revocation by the Government? How many SCI customers does the Company have? </li></ul><ul><li>17.7 How many employees hold a security clearance and/or special accesses and at what level? Identify Top Level, Secret, Confidential, Limited Access Authorizations (LAA), SCI, SAP, and total number of employees in the Company. </li></ul>Responsibility Data Room Index # or NA
    50. 50. 17 Security <ul><li>17.8 Provide copies and responses for all security audits from all cognizant agencies for the last 2 years. </li></ul><ul><li>17.9 Does the Company have a full-time or part-time Senior Security Officer (SSO)? Provide name and telephone number and indicate to what management position and level the SSO reports. </li></ul><ul><li>17.10 Are there any Representatives of Foreign Interests (RFIs) employed by the Company? If so, identify. </li></ul><ul><li>17.11 Does the Company conduct drug screenings? Identify type of screening. </li></ul><ul><li>17.12 Are pre-employment background checks conducted by the Company? </li></ul><ul><li>17,13 Does the Company have a security guard force? Provide total number of guards and identify if they are proprietary or contract and if they are represented and if so by which union. </li></ul><ul><li>17.14 Identify any security issues or conflicts which may affect or arise from the proposed transaction. </li></ul>Responsibility Data Room Index # or NA
    51. 51. 18 Company Culture <ul><li>18.1 Describe your company culture (core values, founding principles, genesis of). </li></ul><ul><li>18.2 Describe the way things work at your company (unwritten ground rules, operating environment). </li></ul><ul><li>18.2.1 Official work hours (include casual Fridays, 9/80 work week, holiday schedule, flextime/ telecommuting arrangements, etc.). </li></ul><ul><li>18.2.2 Dress code. </li></ul><ul><li>18.2.3 Employee activities, events, etc. </li></ul><ul><li>18.2.4 Learning environment. </li></ul><ul><li>18.2.5 High Performance Teams (e.g., IPTs). </li></ul><ul><li>18.3 What is your company leader’s work style? </li></ul><ul><li>18.3.1 Informal vs. formal </li></ul><ul><li>18.3.2 Dominant vs. easygoing </li></ul><ul><li>18.3.3 Controlling vs. Analyzing vs. Promoting vs. Supporting </li></ul><ul><li>18.3.4 Compare to Raytheon leader's work style, or your perception of it. </li></ul>Responsibility Data Room Index # or NA
    52. 52. 18 Company Culture <ul><li>18.4 What are your team dynamics? How do you energize your team? Your employees? </li></ul><ul><li>18.5 Identify the change leaders in the company. </li></ul><ul><li>18.6 Identify the most respected people in the organization. </li></ul><ul><li>18.7 What do the key employees envision their role to be in the new organization? The CEO? </li></ul><ul><li>18.8 What are the keys to your success? Where do you need help? What should be left alone? </li></ul><ul><li>18.9 What are your recommendations for how the new organization should be run? </li></ul><ul><li>18.10 Describe the ways you communicate with employees (e.g., frequency, format). What is most effective? </li></ul><ul><li>18.11 Describe your compensation / reward philosophy (e.g., link to performance such as ROIC). </li></ul><ul><li>18.12 Provide employee surveys. </li></ul>Responsibility Data Room Index # or NA
    53. 53. 19 Communications <ul><li>19.1 Process for Public Release of company information (news releases, public announcements, other). What is the review chain (position titles)? </li></ul><ul><li>19.2 Process/practice of communicating with employees (methods of information delivery, frequency, types of information shared). </li></ul><ul><li>19.3 Marketing/Advertising/Public Relations Agency of Record. </li></ul><ul><li>19.4 Contracts/Agreements with any outside vendors or service providers (graphics, video production, graphics, printing, advertising placement, other related). </li></ul><ul><li>19.5 Examples of business logo: letterhead, website, business card, collateral material. </li></ul><ul><li>19.6 Expectations of ongoing use of company name/brand/logo? </li></ul><ul><li>19.7 Assessment of public reputation (customers, media, general market). Is company considered reliable, trustworthy, quality of service/product delivered? Are there any media issues that have been or may have to be managed? </li></ul><ul><li>19.8 Community involvement – sponsorships, employee involvement, degree of participation in local market area. </li></ul>Responsibility Data Room Index # or NA
    54. 54. Appendix - International Transactions <ul><li>Issues for consideration when evaluating international transactions: </li></ul><ul><li>Country Risks </li></ul><ul><ul><li>Changing socio-economic and political environment </li></ul></ul><ul><ul><li>Monetary and fiscal policies </li></ul></ul><ul><ul><li>Repatriation of investment and earnings </li></ul></ul><ul><ul><li>Tariff/import restrictions </li></ul></ul><ul><ul><li>Price controls </li></ul></ul><ul><ul><li>Government subsidies </li></ul></ul><ul><li>Financial Risks </li></ul><ul><ul><li>Structure of company and what segments are critical </li></ul></ul><ul><ul><li>Financial statement conversion (migration from local GAAP to IAS (International Accounting Standards) and conversion to US GAAP) </li></ul></ul><ul><ul><li>Time required to verify assets/liabilities by contacting key customers and vendors </li></ul></ul><ul><ul><li>Tax, including VAT and other business taxes </li></ul></ul><ul><li>Legal Risks </li></ul><ul><ul><li>Type of acquisition structure – assets or stock/ownership interest </li></ul></ul><ul><ul><li>Country restrictions on foreign ownership </li></ul></ul><ul><ul><li>Laws/rules/regulations that govern commercial activities and intellectual property transfer </li></ul></ul><ul><ul><li>Existing litigation, claims, investigations </li></ul></ul><ul><ul><li>Required transaction approvals (e.g., EU Antitrust, Country-specific, workers' council, USG) </li></ul></ul><ul><ul><li>When company has US operations, does the company employ practices consistent with its US operations, and to what extent? </li></ul></ul><ul><ul><li>Privacy laws </li></ul></ul>
    55. 55. Appendix - International Transactions <ul><li>HR Risks </li></ul><ul><ul><li>Country-specific labor laws impacting employment, severance (if applicable), benefits and employer social contribution obligations </li></ul></ul><ul><ul><li>When benefits are accrued and vested </li></ul></ul><ul><ul><li>Existence of workers' councils/labor unions/collective bargaining agreements/co-determination: what is required for purposes of notification and required transaction approval, impact on synergies from any required guarantees </li></ul></ul><ul><ul><li>Management culture, strength of key employees </li></ul></ul><ul><ul><li>Copies of employment contracts (privacy issues) </li></ul></ul><ul><li>IT Risks </li></ul><ul><ul><li>Platform compatibility (cost to support other homegrown systems) </li></ul></ul><ul><li>Real Estate Risks </li></ul><ul><ul><li>Specific in-country transfer restrictions </li></ul></ul>

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