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Page 1: Dedicated to BADS
Page 2: Dedicated to BADS

ISBN: 978-0-76984-679-8 (Print)ISBN: 978-1-57911-813-6 (eBook)

Library of Congress Cataloging-in-Publication Data

Lipsky, DanielA student’s guide to accounting for lawyers / Daniel Lipsky, David A. Lipton — 3rd ed.

p. cm. (Student guide series)Includes index.ISBN 0-8205-3054-91. Accounting. I. Lipton, David A., 1945– II. Title III. Series.

HF5635.L.726 1997 657’08 .024’334—dc21

97–43524CIP

This publication is designed to provide authoritative information in regard to the subject matter covered. It is sold with the understanding that the publisher is not engaged in render-ing legal, accounting, or other professional services. If legal advice or other expert assistance is required, the services of a competent professional should be sought.

Copyright © 2015 Carolina Academic Press, LLCAll Rights Reserved

No copyright is claimed in the text of statutes, regulations, and excerpts from court opinions quoted within this work.

Carolina Academic Press, LLC700 Kent Street

Durham, North Carolina 27701Telephone (919) 489-7486

Fax (919) 493-5668www.caplaw.com

Printed in the United States of America2021 Printing

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AUTHOR'S PREFACE

(with apologies to Robert Frost)

Something there is about a law student that just doesn't love accounting. Maybe it's the numbers. Perhaps law students don't feel comfortable with the mathematics, albeit limited, upon which accounting relies. After all there is a basic equation and some addition and subtraction. Discomfort with numbers should not be unexpected since law students have chosen a profession which thrives on the malleability of language, whereas, in mathem';).tics, there is usually but one correct answer.

Then again, maybe this notorious lack of fondness grows out of the language accountants employ. What a lawyer calls ''earned surplus," an accountant today refers to as "retained earnings." What is "profit" to an attorney constitutes "net income" to the accountant. How can attorneys be expected to respond favorably to a field whose practitioners arbitrarily seem to revise nomenclature with which the lawyer is otherwise familiar?

Perhaps law students dislike accounting because they don't like the clothes that they_imagine accountants wear . . . too much polyester and too many green visors. Even lawyers are not immune from the tendency to stereotype.

For whatever reason, or reasons, the reality is that many law students and young lawyers suffer a certain amount of "accounting-phobia." They do not enjoy the subject. They disparage the study of accounting. And, most troubling, they avoid learning the basics of accounting.

This aversion to accounting is unfortunate. We say this not because we believe that accounting is imbued with inherent magical qualities that make it universally enjoyable to those who engage in its study. Rather, we believe that the law student's accounting phobia is unfortunate because accounting plays such a pivotal role in the lawyer's work and the law student's studies.

In broad terms, accounting is critical to the lawyer because it provides the lawyer with the tools necessary to evaluate the financial condition of businesses, whether for profit or not-for-profit, whether publicly or privately owned, whether large or small. More specifically, the accounting process provides the attorney with the data necessary to permit advice to be given upon legal questions in a far-ranging variety of contexts. The corporate lawyer who represents the large corporation wishing to sell securities to the public must be in a position to interpret and evaluate the financial statements upon which the public will rely in purchasing those securities. The labor lawyer, bargaining for employees, must be able to analyze the earnings record of the employer's business in order to effectively negotiate a salary increase. The estate lawyer who probates a decedent's will has to be able to compute the net worth of the decedent's estate. The social activist lawyer who represents a non-profit community development organization seeking a government grant must be able to demonstrate financial need in terms of anticipated expenditures and revenues. The generalist who has been asked by the joint owners of a small manufacturing corporation to determine if they can issue themselves dividends must be able to evaluate the solvency of the business or perhaps measure the amount of earnings retained by that business.

Appreciating both the importance of accounting to the lawyer as well as the lawyer's aversion to the subject, we decided to design a manual that would invite the law student and the beginning attorney to gain a familiarity with the subject without provoking any of the tell-tale side effects of "accounting intimidation" and "ennui." We chose not to overwhelm the reader with many of the technical aspects of record keeping and preparation of financial statements, activities in which lawyers would typically not engage. (The accountant half of us thought that it might be wise to include the specifics of double-entry record keeping in an Appendix for those readers who se_ek to understand more fully the accounting recording process. The lawyer half agreed that it made sense but thought he caught a shadow of a green visor over his co-author's forehead).

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vi □ PREFACE

We also determined that, as frequently as it is possible, we will discuss the issue at hand in language and concepts that lawyers and law students will understand. The accounting problem under inspection will generally be examined through discussions and questions that are part of an approach with which law students will be familiar. This book is not designed to prepare the reader to talk and think like an accountant, but rather to allow the reader to understand about what the accountant is talking and thinking.

Finally, we generally try to show why a particular accounting idea or technique is important to the lawyer. We want the reader to understand what the accountant is doing. But, perhaps more-importantly, we want the reader to appreciate how the accountant's work impacts on the lawyer's work.

If the reader's appetite is whetted by this manual, he certainly could go deeper into the study of accounting. However, if the reader's interest is in understanding enough accounting to enable him or her to respond to the financial issues with which he or she will be confronted as a law student and a beginning attorney, this manual will supply most of the essentials.

Daniel Lipsky David A. Lipton

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INTRODUCTION

Those readers who have examined the preceding Authors' Preface should have an understanding of the purpose of this Guide and the approach to accounting followed herein. Essentially, the authors have committed themselves to a de-mystification of the accounting process. What is not immediately apparent from the Preface, and what the authors would like to address within this Introduction, is when and how this Guide should be used.

This Guide has been written to be read and utilized by three distinct audiences. First, the Guide will provide a valuable tool for students and lawyers who want to engage in a general initial study of or refamiliarization with accounting on their own in order to acquire the basic knowledge necessary to pursue other legal studies and to practice law. For those students who seek a general knowledge of basic accounting, this Guide is best read in the order in which it is written. Chapter I introduces the reader to the basic accounting equation and explains how this equation is central to the preparation of the financial statements upon which the lawyer relies. In Chapters II and III, the reader is guided through a more detailed discussion of the elements of the basic equation - assets, liabilities and equities. As an important aside, Chapter IV explains the concept of generally accepted accounting principles, which concept plays a frequent role in the exposition of basic accounting practices.

Having an understanding of basic terms, the reader can then progress to an analysis of three of the financial statements - the balance sheet (Chapter V), the income statement (Chapter VI), and the increasingly important statement of cash flows (Chapter VII). During the discussion of the income statement, the concepts of expenses and revenues as well as accruals and deferrals are developed.

At this juncture, the reader is instructed in how to apply the accounting knowledge so far gained to specific needs and problems confronting attorneys. Thus, in Chapter VIII, the reader is introduced to financial and ratio analysis in order to develop an ability to evaluate the financial condition of a business enterprise. In Chapters IX and X, the Guide explores state-imposed restrictions on distributions and share issuances - two cor.cerns of the corporate attorney which require an understanding of some basic accountingprinciples. These restrictions are examined in jurisdictions which rely upon concepts of par as well as thosejurisdictions which have eliminated the concept of par from their corporate statutes.

This third edition of the Student's Guide includes a chapter on accounting for partnerships, Chapter XI, and a chapter on accounting for not-for-profit corporations, Chapter XII. While many accounting principles are applicable to a broad variety of business forms, previous chapters in this Guide have primarily focused upon accounting as applied to for-profit corporations. Attorneys, however, frequently have to be familiar with the financial operations of other business forms. The chapters on partnerships and the not-for-profit corporations provide the basic information necessary to interpret the financial statements of these business entities.

A second use of the Guide is as a supplement for students who are taking either Business Associations, Corporations, Securities, Partnership, Taxation, Corporate Finance, Not-for-Profit Corporations or other business-related courses and who have had no previous accounting. It will provide these students with the preparation necessary to deal with questions regarding basic corporate financial statements, corporate distributions, share issuance, asset valuation, balance sheet interpretation, financial analysis, and assist their understanding of financial statements of partnerships and not-for-profit corporations. If the Guide is used on a supplemental basis for a particular course, the readings might be assigned selectively, depending upon which substantive areas the course was designed to emphasize. For example, Chapters II and III, which

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viii O INTRODUCTION

cover the basics of accounting, Chapter VIII which discusses ratio analysis, and Chapters IX and X dealing

with state corporate statutes might be particularly relevant for a course on Corporations. An instructor who

sought to provide greater depth in accounting might consider including Chapter VII on the statement of

cash flows and Chapter XI on accounting for partnerships.

Finally, the Guide may be used as a primary text for the growing number of law schools that are offering

accounting "mini-courses" to introduce students to the basics of accounting. Such abbreviated courses

typically run between seven and fourteen hours and are usually offered during the law students' third term.

They are designed to provide law students with the basics of accounting so that they may successfully complete the business-related courses taught at law school. For such courses, the materials in this Guide

may be used selectively or in their entirety. Some instructors of these abbreviated courses might prefer

to emphasize the first two chapters dealing with the basic equation and asset valuation. Other instructors

might seek to include as well the chapters on financial statements and financial analysis.

For all of these audiences, the problems and solutions accompanying the Guide should prove to be of

significant assistance as a learning device. Working through the problems provides the reader with a needed

opportunity to apply the principles and procedures introduced in the body of the Guide to specific fact

patterns. In addition, the problems, together with the solutions, frequently expand upon ideas presented in the Guide and advance these ideas one step further. Finally, through the problems and the accompanying

solutions, the reader can evaluate her or his comprehension of the subject matter presented in the Guide.

The various readers of this Guide should keep in mind the existence and utility of the two matters covered in the Appendices. Appendix A provides an introduction to the mechanics of accounting - debits and

credits, ledgers and journals, and double entry bookkeeping. Although the authors believe that an

understanding of the mechanics of accounting is not critical for an understanding of the accounting process

itself, there will be some readers who will undoubtedly benefit from pursuing a study of the technical aspects

of recording financial data. Those readers intent upon learning the mechanical aspects of accounting might

even choose to read Appendix A before reading the body of the Guide, since learning the methods for recording financial data can assist in learning about the accounting process which relies upon this recorded data.

Appendix B is a reprint of the financial statements found in a recent annual report of a major

manufacturing firm. In the text, when discussing financial statements, or the recording of assets and liabilities, or the auditor's report, frequent reference will be made to Appendix B. Flipping back through the book to this Appendix will then allow the reader to examine a practical application of a specific

substantive discussion about accounting practices.

Appendices C and D are reprints of the financial statements of a typical not for profit corporation after and before significant changes were made in the guidelines for the preparation of such statements.

Throughout this Guide, footnote citations will be found to the official pronouncements of various bodies

which set accounting standards. These pronouncements are part of the common law of accounting and are referred to collectively as "generally accepted accounting principles." Their development and importance

are described more fully in Chapter IV. Also, in Chapters IX and X, dealing with corporate distributions and share issuances, reference will frequently be made to popular state laws pertinent to these subjects, as well as to the Model Business Corporation Act.

Accounting does not have to be "fun" for the law student. However, it is a critical subject matter for

the law school curriculum. This Guide is designed to provide a palatable, if not at times enjoyable, vehicle by which a broad range of students can learn this vital subject.

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TABLE OF CONTENTS

CHAPTER I - THE ACCOUNTING PROCESS

A.

B.

C.

D.

E.

F.

Introduction: Accounting and. the Attorney . .

The Interplay between the Accounting Process and Financial Statements

An Aside on Terminology . . . . . . . . . . . . . . . . . . . . . . .

The Accounting Process and the Fundamental Accounting Equation

Illustrative Transactions . . . . . . . . . . . . . . . . . . . . . . . .

'Exhibit 1.1: Summary of the Effects of Transactions on the Accounting Equation

Periodic Financial Statements

1. The Balance Sheet . . . . .

Exhibit 1.2: Balance Sheet

2. The Income Statement . . . .

Exhibit 1.3: Income Statement

3. The Statement of Retained Earnings

Exhibit 1.4: Statement of Retained Earnings (Earned Surplus)

4. The Statement of Cash Flows

CHAPTER II - AN AMPLIFICATION OF ASSETS AND LIABILITIES

A. Introduction: Why We Need to Know More About Assets and Liabilities

B. Current Assets

C. Noncurrent Assets

1. Land, Buildings and Equipment

2. Intangible Fixed Assets

3. Deferred Charges

4. Investments and Funds

D. Liabilities . . . . . .

1. Current Liabilities

2. Noncurrent Liabilites

E. Working Capital

F. Valuation of Assets and Liabilities on the Balance Sheet

G. Modifications of Historical Costs - Plant Assets

1. What is this Thing Called "Depreciation"?

2. How to Determine the Amount of Depreciation

3. The Impact of and Calculation of Accelerated Depreciation

4. Some Remaining Concerns About What is Depreciable

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5. Cost Allocation Concepts for Other than Plant Assets . 20

H. Modifications of Historical Costs - Inventory . . . . . . . 20

I. What is Inventory and Why is the Determination of Historical Cost Not a Simple Matter? . 20

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2. Methods for Determining the Quantity of Inventory

3. How Inventory Impacts upon Assets and Profits ..

4. Methods for Determining the Cost of Inventory . . .

5. Methods for Determining the Costs of Inventory Sold or Consumed

6. The Significance of the Different Inventory Valuation Methods

I. Modification of Historical Costs - Accounts Receivable . . . . .

J. Modification of Historical Costs - Marketable Equity Securities

K. Modification of Historical Costs - The Intangible Asset Called Goodwill

L. Historical Cost and Its Deficiencies . . . . . . . . . . . . . . . . . . . . . .

CHAPTER III - A FURTHER EXAMINATION OF CORPORA TE EQUITY

A. Sub-Categories of Shareholders' Equity

1. Paid-in Capital . . . . . . . . . . . .

2, Earned Surplus (Retained Earnings)

B. Further Divisions of Equity

1. When Par is Stated

2. When Par is Not Stated

C. Balance Sheet Representation of Shareholders' Equity

l. Legal Restrictions . . .

2. Contractual Restrictions

3. Financial Planning ...

4. Protection in Event of Losses

Exhibit 3.1: Shareholders' Equity Section of the Balance Sheet

CHAPTER IV - GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

A. The Rules by Which Accountants Operate

B. Accounting Conventions . . . . .

1. Separate Entity . . . . . . . . .

2. Going Concern (or Continuity)

3. Periodic Reporting . .

4. Unit of Measurement

5. Consistency .

6. Conservatism

7. Matching . .

C. Professional Pronouncements of Accounting Conventions and Rules

CHAPTER V - A FURTHER EXAMINATION OF THE BALANCE SHEET

A. Structure and Use of the Balance Sheet

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B. What Is Included on the Balance Sheet . . . . . . .

C. Balance Sheet Form and Supplemental lnformaticn

I. Formats ................... .

Exhibit 5.1: Account Form Balance Sheet

Exhibit 5.2: Report Form Balance Sheet

2. Comparative Financial Statements

3. Supplemental Information . . .

4. Auditor's Report ....... .

D. Consolidated Financial Statements

CHAPTER VI - A FURTHER EXAMINATION OF THE INCOME STATEMENT

A.

B.

C.

D.

Significance of the Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Definitiops . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Exhibit 6.1: Schedule of Cost of Goods Manufactured and Sold for a Manufacturing Firm

The Income Statement in the Context of Other Financial Statements

Forms of the Income Statement

1. Single-Step Format

Exhibit 6.2: A Single-Step Income Statement

2. Multiple-Step Format . . . . . . . . . . . . . .

Exhibit 6.3: A Multiple-Step Income Statement

E. Extraordinary Items and Adjustments . . . . . . . .

F. The Time Period for Reflecting Expenses and Revenues

1. Cash Basis . .

2. Accrual Basis

a. Accrued expenses

b. Accrued income

c. Deferred expenses

d. Deferred income

CHAPTER VII - THE STATEMENT OF CASH FLOWS

A. What is this Statement All About? . . . . . . . . . . . . . . . . . . . . . . . . . . .

B. What Does the Statement of Cash Flows Tell Us about Sources and Uses of Cash?

C. Noncash Transactions . . . . . . . . . . . . . . . . .

D. Methods of Preparing the Statement of Cash Flows

E. Actually Preparing the SCF . . . . . . . . . .

1. Simplified SCF

Exhibit 7.1: Comparative Balance Sheets

Exhibit 7.2: Income Statement

a. Operating Activities . . . . .

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F.

b. Investing Activities

c. Financing Activities

d. Netting Cash Flows

Exhibit 7.3: Statement of Cash Flows (Indirect)

Exhibit 7.4: Statement of Cash Flows (Direct)

2. More Complex SCF . . . . . . . . . . . . . . . .

Exhibit 7.5: Comparative Balance Sheets and Analysis of Increases and Decreases

Exhibit 7.6: Income Statement

Exhibit 7.7: Statement of Cash Flows (Indirect)

Exhibit 7.8: Schedule of Investing and Financing Activities Not Affecting Cash

Exhibit 7 .9: Schedule of Cash Flows (Direct)

What the SCF Reveals . . . . . . . . . . . . . . .

CHAPTER VIII - FINANCIAL ANALYSIS

A.

B.

Evaluating the Accounting Entity

Methods of Analysis .

I. Horizontal Analysis

Exhibit 8.1: Horizontal Analysis: Comparative Balance Sheets

Exhibit 8.2: Horizontal Analysis: Comparative Income Statements

2. Vertical Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Exhibit 8.3: Comparative Vertical Analysis: Comparative Balance Sheets

Exhibit 8.4: Comparative Vertical Analysis: Comparative Income Statements

3. Standard Ratios

a. Liquidity Ratios

i. Current ratio

ii. Acid test ratio

b. Long-term solvency and capital structure

i. Debt-to-equity ratio ....

ii. Times-interest-earned ratio

iii. Book value per share

c. Efficiency ratios . . . . . .

i. Accounts receivable turnover

Exhibit 8.5: Current Assets

ii. Inventory turnover .

iii. Asset turnover ratio

d. Profitability ratios . . .

i. Earnings per share

ii. Price-earnings ratio

iii. Return on total assets

iv. Rate of return on investment

v. Profit margin on sales ....

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a. Ratio of net income to sales . . . . . . . 82

b. Gross profit ratio and inventory mark-up 82

c. Caveat on the utility of ratios . . . . . . 83

CHAPTER IX - PUTTING THE ACCOUNTING PROCESS TO WORK TO ASSIST IN MAKING LEGAL DECISIONS ABOUT DISTRIBUTIONS

A. Accounting and Corporate Distributions to Shareholders

B. Types of Corporate Distributions

I. Cash Dividends

2. Stock Dividends

3. Stock Repurchases

4. Caveats ..... .

5. When Does the Corporation Decide to Make Distributions?

C. Restrictions on Distributions . . . . . . .

I. Earned Surplus Test . . . . . . . . . . . . .

2. Balance Sheet or Capital Surplus Test . . .

3. Nimble-Dividend or Current Earnings Test

4. Insolvency Test

5. Restrictions on Share Reacquisition

6. Restrictions on Stock Dividends . .

7. Distributions by Wasting Asset Corporations

8. Inadequacies of the Distribution Restriction Statutes

a. Reducing stated capital . . .

b. Nimble-dividend distribution

c. Low-par and no-par shares .

d. Writing-up assets . . . . . .

9. The Solutions Offered by the RMBCA

CHAPTER X - SHARE ISSUANCE AND CAPITAL CONTRIBUTION REQUIREMENTS

A. Protection Afforded by Equity Issuance Statutes

B. Operation of Equity Issuance Statutes

C. Why Low Par and No Par Stock

1. Watered Stock .......... .

2. Subsequent Stock Issuance . . . .

3. Allocation of Shareholder Control in Disproportion to Capital Contributions

4. Flexibility for Distributions . . . . . . . . . . .

D. The RMBCA Has Eliminated the Concept of Par . . . . . . . . . . . . . . . .

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CHAPTER XI - ACCOUNTING FOR SOLE PROPRIETORSHIPS AND PARTNERSHIPS

A. Introduction: Differences from Other Business Forms . . . . . . . . . . . . . . . . . . . . . . . . 103

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B.

C.

D.

E.

F.

Financial Statements of the Sole Proprietorship

Exhibit 11.1: Balance Sheet . .

Exhibit 11.2 : Income Statement

Exhibit 11.3: Statement of Capital

Financial Statements of the Partnership

Exhibit 11.4: Balance Sheet . . .

Exhibit 11.5: Statement of Capital

Sharing of Net Income . . . . . .

Exhibit 11 .6: Allocation of Profit

Partners' Salaries and Interest on Capital

Exhibit 11.7: Income Statement

Partnership Liquidation . . . . .

CHAPTER XII - ACCOUNTING FOR NON-PROFIT ORGANIZATIONS

A. Introduction : Basic Understanding

B. Fund Accounting . .

C. Categories of Funds

1. Restricted Funds .

2. Unrestricted Funds

3. Endowment Funds

4. Board-designated Funds

5. Plant and Building Funds

D. Financial Statements

E. The Balance Sheet .

Exhibit 12.1: Statement of Financial Position (Philanthropic Welfare Agency)

F. Statement of Activities . . . . . . . . . . . . . . . . . . . . . . . . . .

Exhibit 12.2: Statement of Activities (Philanthropic Welfare Agency)

G. Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . .

Exhibit 12.3 : Statement of Cash Flows (Philanthropic Welfare Agency)

H. Statement of Functional Allocation of Expenses . . . . . . . .

Exhibit 12.4: Statement of Functional Allocation of Expenses (Philanthropic Welfare Agency) ................ .

APPENDIX A - THE MECHANICS OF ACCOUNTING

1. Introduction . . . . . . . . . . . .

2. Manual and Computer Recording

3. Accounts ........... .

a. Real and nominal accounts

4. Ledger ............ .

5. Form of Account ...... .

Exhibit App. 1: Account Form

6. Debits and Credits: Double Entry Accounting

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Illustrative transactions, real accounts only . . . . . . . . . . . . . A-5

Rationale and illustrative transactions involving nominal accounts A-6

Typ ical account balances . A-7

Mixed accounts

7. Illustrative "T" Account Ledger

Exhibit Ap p. 2 : "T'' Account Ledger

8. Trial Balances . . . . . . . . .

Exhibit Ap p. 3: Trial Balance

9. Adjusting and Closing Entries

Exhibit Ap p. 4 : "T" Account Ledger

Exhibit App. 5: "T" Account Ledger

Exhibit App. 6: Post-Closing Trial Balance .

10. Summary of the Accounting Sequence

11. Basic Documents

12. Journals .....

Illustration of general journal format

Exhibit Ap p, 7 : General J.ournal ...

Special journals and p osting . . . . .

Exhibit Ap p. 8: Cash Disbursements Journal

13. Controlling Accounts and Subsidiary Ledgers

14. Merchandising Accounts . . . . . . . . . . . .

Periodic contrasted with p erpetual inventory .

Merchandising accounts and illustrative entries

Beginning inventory

Purchases

Sales ...

Cost of sales ( cost of goods sold)

Exhibit Ap p. 9: Comp arative "T" Accounts

Physical inventory and inventory discrep ancies

Adjusting and summarizing entries . . . . . .

Exhibit Ap p. 10: Comp arative Merchandising "T" Accounts

Exhibit Ap p. 11: Comp arative Merchandising "T" Accounts

15. Prep aration of Financial Statements ............. .

APPENDIX B - PORTION OF FINANCIAL STATEMENTS FROM 1997 H.J. HEINZ

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COMPANY ANNUAL REPORT . . . . . . . . . . . . . . . . . . . . . . . . ......... B-1

APPENDIX C - AMERICAN ACCOUNTING ASSOCIATION ANNUAL REPORT: INDEPENDENT AUDITORS' REPORT (1996) ........................... C-1

APPENDIX D - AMERICAN ACCOUNTING ASSOCIATION ANNUAL REPORT: INDEPENDENT AUDITORS' REPORT (1991) . . . . . . . . . . . . . . . . . . . . . D-1

APPENDIX E - NATIONAL CHARITIES INFORMATION BUREAU, INC: FINANCIAL STATEMENTS (1996) . . . . . . . . . . . . . . . . . . . . . . . . . . . .E-1

APPENDIX F - NATIONAL CHARITIES INFORMATION BUREAU, INC: FINANCIAL STATEMENTS (1991) .. F-1

APPENDIX G - GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1

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APPENDIX H - PROBLEMS . . . . . . . . . . . . . . .

APPENDIX I - SOLUTIONS TO PROBLEMS . . . . .

INDEX

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