Staff Accounting Bulletin (SAB) Revises Or Rescinds Portions of the Interpretive Guidance Included in the Codification of the Staff Accounting Bulletin Series
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SECURITIES AND EXCHANGE COMMISSION 17 CFR PART 211 [Release No. SAB 114] Staff Accounting Bulletin No. 114 AGENCY: Securities and Exchange Commission. ACTION: Publication of Staff Accounting Bulletin. SUMMARY: This Staff Accounting Bulletin (SAB) revises or rescinds portions of the interpretive guidance included in the codification of the Staff Accounting Bulletin Series. This update is intended to make the relevant interpretive guidance consistent with current authoritative accounting guidance issued as part of the Financial Accounting Standards Board’s Accounting Standards Codification. The principal changes involve revision or removal of accounting guidance references and other conforming changes to ensure consistency of referencing throughout the SAB Series. EFFECTIVE DATE: March 28, 2011 FOR FURTHER INFORMATION CONTACT: Lisa Tapley, Assistant Chief Accountant, or Annemarie Ettinger, Senior Special Counsel, Office of the Chief Accountant, at (202) 551-5300, or Craig Olinger, Deputy Chief Accountant, Division of Corporation Finance, at (202) 551-3400, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. SUPPLEMENTARY INFORMATION: The statements in staff accounting bulletins are not rules or interpretations of the Commission, nor are they published as bearing the Commission’s official approval. They represent interpretations and practices followed by the 1 Division of Corporation Finance and the Office of the Chief Accountant in administering the disclosure requirements of the Federal securities laws. Elizabeth M. Murphy Secretary Date: March 7, 2011 PART 211 — [AMENDED] Accordingly, Part 211 of Title 17 of the Code of Federal Regulations is amended by adding Staff Accounting Bulletin No. 114 to the table found in Subpart B. Staff Accounting Bulletin No. 114 This Staff Accounting Bulletin (SAB) revises or rescinds portions of the interpretive guidance included in the codification of the Staff Accounting Bulletin Series. This update is intended to make the relevant interpretive guidance consistent with current authoritative accounting guidance issued as part of the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC). The principal changes involve revision or removal of accounting guidance references and other conforming changes to ensure consistency of referencing throughout the SAB Series. The following describes the changes made to the Staff Accounting Bulletin Series and certain specific topics that are presented at the end of this release: a. The SAB Series is amended to update authoritative accounting literature references to the FASB ASC throughout. In addition, several conforming formatting changes were made for consistency across SAB topics. Due to the number of these changes, the SAB Series is 2 represented in its entirety in this release. All of the changes are technical in nature, and none of the changes are intended to change the guidance provided in the SAB Series. Topic 1: Financial Statements a. Topic 1.D.1, the introductory facts are amended to conform to changes made to Items 17 and 18 of Form 20-F to reflect that certain disclosures are required only if a basis of accounting other than U.S. generally accepted accounting principles (GAAP) or International Financial Reporting Standards as issued by the International Accounting Standards Board is used. The introductory facts are also amended to remove the reference to Form F-2, as this form was eliminated effective December 1, 2005. Finally, the introductory facts are amended to reflect the foreign issuer reporting enhancements contained in SEC Release No. 33-8959. b. Topic 1.I, the footnote previously numbered 6 within the interpretive response to question 1 is removed as the referenced guidance is now within the FASB ASC, and thus a history of the prior source is no longer relevant. c. Topic 1.I, the footnote previously numbered 7 within the interpretive response to question 2 is removed as the term “ADC” is now defined within the body of SAB Topic 1.I. d. Topic 1.K, the interpretive response to question 3 is amended to conform to the accounting guidance contained in FASB ASC Topic 350, Intangible Assets – Goodwill and Other. This conforming change reflects the fact that goodwill is no longer subject to amortization. The interpretive response to question 3 is also amended to replace the term “carrying value” with the term “fair value” to reflect the measurement guidance for financial assets and liabilities as stated in FASB ASC Topic 820, Fair Value Measurements and Disclosures. 3 e. Topic 1.K, the interpretive response to question 4, is amended to replace Item 7 of Form 8-K with Item 9.01 of Form 8-K. Topic 3: Senior Securities a. Topic 3.A, the interpretive response is amended to replace Rule 11-02(a)(7) of Regulation S-X with Rule 11-02(b)(7) of Regulation S-X. Topic 5: Miscellaneous Accounting a. Topic 5.F, the introductory facts and interpretive response are amended to replace the term “restatement” with the term “retrospective adjustment,” to replace the term “restate(d)” with the term “retrospectively adjust(ed)” and to replace the term “retroactively” with the term “retrospectively” to conform to the accounting guidance contained in FASB ASC Topic 250, Accounting Changes and Error Corrections. b. Topic 5.F, the interpretive response is amended to remove an unnecessary reference to FASB Statement No. 5 and FASB Statement No. 13. c. Topic 5.M, the footnote previously numbered 8 within the interpretive response is removed to delete a reference which is not included in the FASB ASC. d. Topic 5.S, the interpretive responses to questions 2, 4 (including footnote 29) and 5 are amended to revise the quoted accounting guidance to conform to the language as published in the FASB ASC. The interpretive response to question 4 is amended to remove guidance which is not included in the FASB ASC. The footnote previously numbered 31 within the interpretive response to question 4 is removed to delete a reference which is not included in the FASB ASC. e. Topic 5.V, the interpretive response to question 1 is amended to remove an unnecessary reference to SAB Topic 5.E, as the referenced guidance in SAB Topic 5.E was 4 removed with the issuance of SAB No. 112. As a result, the related footnote previously numbered 38 is removed. f. Topic 5.Y, the interpretive response to question 3 is amended to remove the reference to Regulation S-B, as this Regulation was eliminated effective February 4, 2008. g. Topic 5.Z.4, footnote 51 is amended to remove an unnecessary reference to SAB Topic 5.E. h. Topic 5.BB, the introductory facts are amended to revise the quoted accounting guidance to conform to the language as published in the FASB ASC. Topic 6: Interpretations of Accounting Series Releases and Financial Reporting Releases a. Topic 6.K.3, the interpretive response is amended to conform to the accounting guidance contained in FASB ASC Topic 350, Intangible Assets – Goodwill and Other. This conforming change reflects the fact that goodwill is not amortized, but rather only tested for impairment. b. Topic 6.L is amended throughout to update the references to the AICPA Audit and Accounting Guide, Depository and Lending Institutions with Conforming Changes as of June 1, 2009 (Audit Guide). Quoted guidance has been amended to conform to the language as published in the Audit Guide. Topic 8: Retail Companies a. Topic 8.A, the interpretive response is amended to remove unnecessary background information on the issuance of pre-FASB Codification standards. Topic 13: Revenue Recognition a. Topic 13.A.4.c, the interpretive response is amended to revise the quoted accounting guidance to conform to the language as published in the FASB ASC. 5 b. Topic 13.B, questions 2, 3, 4 and 5 and the interpretive responses and footnotes related to questions 2, 3, 4 and 5 are removed to eliminate unnecessary references and guidance specifically related to the original adoption of this SAB Topic. Topic 14: Share-Based Payment a. Topic 14.G is removed to eliminate unnecessary guidance on non-GAAP financial measures. Staff guidance on non-GAAP financial measures can be found in the Division of Corporation Finance’s Compliance and Disclosure Interpretations. b. Topics 14.H, 14.J, 14.K and 14.M are removed to eliminate unnecessary transition guidance specifically related to the first time adoption of FASB Statement No. 123(R), Share-Based Payment. Companies that had share-based payment arrangements prior to the adoption of FASB Statement No. 123(R) were required to apply this transition guidance in 2006 and therefore for these companies the guidance in Topics 14.H, 14.J, 14.K and 14.M is no longer relevant. For companies now entering into share-based payment arrangements for the first time, the guidance in FASB ASC Topic 718, Compensation – Stock Compensation, should be applied. c. Topic 14.L is removed to conform to changes made to Items 17 and 18 of Form 20-F to reflect that reconciling items are required for disclosure only if a basis of accounting other than U.S. generally accepted accounting principles or International Financial Reporting Standards as issued by the International Accounting Standards Board is used. [Note: The text of SAB 114 will not appear in the Code of Federal Regulations.] TABLE OF CONTENTS TOPIC 1: FINANCIAL STATEMENTS A. Target Companies B. Allocation Of Expenses And Related Disclosure In Financial Statements Of 6 Subsidiaries, Divisions Or Lesser Business Components Of Another Entity 1. Costs reflected in historical financial statements 2. Pro forma financial statements and earnings per share 3. Other matters C. Unaudited Financial Statements For A Full Fiscal Year D. Foreign Companies 1. Disclosures required of companies complying with Item 17 of Form 20-F 2. “Free distributions” by Japanese companies E. Requirements For Audited Or Certified Financial Statements 1.