Commission Guidance Regarding the Financial Accounting Standards Board's Accounting Standards Codification
Federal Register: August 25, 2009 (Volume 74, Number 163)
Rules and Regulations
Page 42772-42773
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
DOCID:fr25au09-2
SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts 211, 231, and 241
Release Nos. 33-9062A; 34-60519A; FR-80A
Commission Guidance Regarding the Financial Accounting Standards
Board's Accounting Standards Codification
AGENCY: Securities and Exchange Commission.
ACTION: Interpretation.
SUMMARY: The Securities and Exchange Commission (the ``Commission'') is publishing interpretive guidance regarding the release by the Financial
Accounting Standards Board (``FASB'') of its FASB Accounting Standards
Codification\TM\ (``FASB Codification'').
DATES: Effective Date: August 25, 2009.
FOR FURTHER INFORMATION CONTACT: Questions about specific filings should be directed to staff members responsible for reviewing the documents the registrant files with the Commission. General questions about this release should be referred to Jenifer Minke-Girard, Senior
Associate Chief Accountant, or Jeffrey S. Cohan, Senior Special
Counsel, Office of the Chief Accountant, at (202) 551-5300, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-6628.
SUPPLEMENTARY INFORMATION:
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Background
Section 108 of the Sarbanes-Oxley Act of 2002 \1\ amended Section 19(b) of the Securities Act of 1933 \2\ to provide that the Commission may recognize, as generally accepted for purposes of the securities laws, any accounting principles established by a standard setting body that meets specified criteria. On April 25, 2003, the Commission issued a policy statement concluding that the FASB and its parent organization, the Financial Accounting Foundation, satisfied the criteria for an accounting standard setting body under the Act, and recognizing the FASB's financial accounting and reporting standards as
``generally accepted'' for purposes of the federal securities laws.\3\
\1\ Public Law 107-204, 116 Stat. 745 (2002).
\2\ 15 U.S.C. 77s(b).
\3\ See Commission Statement of Policy Reaffirming the Status of the FASB as a Designated Private-Sector Standard Setter, Release
Nos. 33-8221; 34-47743; IC-26028; FR-70 (April 25, 2003) [68 FR 23333 (May 1, 2003)].
On June 30, 2009, the FASB issued FASB Statement of Financial
Accounting Standards No. 168, The FASB Accounting Standards
Codification\TM\ and the Hierarchy of Generally Accepted Accounting
Principles--a replacement of FASB Statement No. 162 (Statement No. 168), to establish the FASB Codification as the source of authoritative non-Commission accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. generally accepted accounting principles (``U.S. GAAP''). Statement No. 168 is effective for financial statements issued for interim and annual periods ending after
September 15, 2009. The FASB Codification reorganizes existing U.S. accounting and reporting standards issued by the FASB and other related private-sector standard setters, and all guidance contained in the FASB
Codification carries an equal level of authority.\4\
\4\ The FASB Codification is available at http://asc.fasb.org/ home.
The FASB Codification directly impacts certain of the Commission's rules, regulations, releases and staff bulletins (collectively referred to in this release as ``Commission's rules and staff guidance''), which refer to specific FASB standards or other private sector standard- setter literature under U.S. GAAP, because such references are now superseded by the FASB Codification. The Commission is therefore issuing interpretive guidance to avoid confusion on the part of issuers, auditors, investors, and other users of financial statements and Commission rules and staff guidance.
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Discussion
Many parts of the Commission's rules and staff guidance include direct references to specific standards under U.S. GAAP. For example,
Regulation S-X, which, together with the Commission's Financial
Reporting Releases, sets forth the form and content of and requirements for financial statements required to be filed with the Commission,\5\ includes specific references to specific standards under U.S. GAAP.\6\
In addition, some parts of the Commission's rules and staff guidance outside of the financial statement context include specific references to specific standards under U.S. GAAP, such as in Item 402 of
Regulation S-K regarding disclosure of executive compensation.\7\
\5\ 17 CFR 210.1-01.
\6\ See, e.g., Rule 1-02(u) of Regulation S-X [17 CFR 210.1- 02(u)], which defines the term ``related parties'' by reference to
FASB Statement of Financial Accounting Standards No. 57, Related
Party Disclosures.
\7\ 17 CFR 229.402.
Given the possible confusion between the Commission's rules and staff guidance, on the one hand, and the FASB Codification, on the other hand, the Commission believes it is necessary to publish the guidance in this release. Concurrent with the effective date of the
FASB Codification, references in the Commission's rules and staff guidance to specific standards under U.S. GAAP should be understood to mean the corresponding reference in the FASB Codification. We note that the FASB Codification includes a cross-reference finding tool that can assist users in identifying where previous accounting literature resides in the FASB Codification. The Commission and its staff also intend to embark on a longer term rulemaking and updating initiative to revise comprehensively specific
Page 42773
references to specific standards under U.S. GAAP in the Commission's rules and staff guidance.
It should be noted that although the FASB has stated that the FASB
Codification supersedes existing references in U.S. GAAP, the FASB
Codification does not supersede Commission rules or regulations. We understand that the FASB Codification, as a service to users, includes references to some Commission rules and staff guidance. However, the
FASB Codification is not the authoritative source for such content, nor does its inclusion in the FASB Codification affect how such content may be updated in the future.
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Codification Update
The ``Codification of Financial Reporting Policies'' announced in
Financial Reporting Release No. 1 (April 15, 1982) [47 FR 21028] is updated by adding at the end of Section 101, under the Financial
Reporting Number (FR-80A) assigned to this interpretive release, the text in Sections I and II of this release.
The Codification is a separate publication of the Commission. It will not be published in the Federal Register/Code of Federal
Regulations.
List of Subjects 17 CFR Part 211
Reporting and recordkeeping requirements, Securities. 17 CFR Parts 231 and 241
Securities.
Amendments to the Code of Federal Regulations 0
For the reasons set out in the preamble, the Commission is amending title 17, chapter II of the Code of Federal Regulations as set forth below:
PART 211--INTERPRETATIONS RELATING TO FINANCIAL REPORTING MATTERS 0
Part 211, Subpart A, is amended by adding Release No. FR-80A and the release date of August 18, 2009 to the list of interpretive releases.
PART 231--INTERPRETATIVE RELEASES RELATING TO THE SECURITIES ACT OF 1933 AND GENERAL RULES AND REGULATIONS THEREUNDER 0
Part 231 is amended by adding Release No. 33-9062A and the release date of August 18, 2009 to the list of interpretive releases.
PART 241--INTERPRETATIVE RELEASES RELATING TO THE SECURITIES
EXCHANGE ACT OF 1934 AND GENERAL RULES AND REGULATIONS THEREUNDER 0
Part 241 is amended by adding Release No. 34-60519A and the release date of August 18, 2009 to the list of interpretive releases.
By the Commission.
Dated: August 19, 2009.
Florence E. Harmon,
Deputy Secretary.
FR Doc. E9-20381 Filed 8-24-09; 8:45 am
