Tag Archives: ACCOUNTING

Recent Happenings at the SEC

For those who have had their heads buried in their 10-K process, this is a hit list of things that the SEC has been working on that you might have missed.

FRM Update

The CorpFin staff updated the Financial Reporting Manual in early January. The only changes made related to the FASB’s adoption of pushdown accounting and the SEC’s rescission of the Staff Accounting Bulletin on that topic. You can find the updated manual at: http://www.sec.gov/divisions/corpfin/cffinancialreportingmanual.shtml

New C&DI

The CorpFin staff added a new compliance and disclosure interpretation that addresses the use of graphics in SEC filings. See the C&DI at: http://www.sec.gov/divisions/corpfin/guidance/regs-tinterp.htm#118.01

Staff Review of Conflicting Shareholder Proposals

In light of the review of Exchange Act Rule 14a-8(i)(9) ordered by SEC Chair White, the CorpFin staff will express no views on shareholder proposals that directly conflict with a management proposal during the current proxy season. CD announcements at:

http://www.sec.gov/corpfin/announcement/cf-announcement—rule-14a-8i9-no-views.html#.VPC8Ryk0OJU and

http://www.sec.gov/corpfin/Article/corp-fin-staff-review-of-conflicting-shareholder-proposals.html#.VPC8lyk0OJU

Rule Proposal for Hedging Disclosure

In February, the SEC issued a rule proposal that would enhance corporate disclosure of company hedging policies for directors and employees, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The proposal would require disclosure about whether directors, officers and other employees are permitted to hedge or offset any decrease in the market value of equity securities granted by the company as compensation or held, directly or indirectly, by employees or directors.

You can find the rule proposal at: http://www.sec.gov/rules/proposed/2015/33-9723.pdf

Disclosure Effectiveness

As we discussed in our one hour briefing earlier this year, disclosure effectiveness is on the front burner of projects in CorpFin. What you may not have realized is that it is on the agenda of others at the SEC and outside the building. See for example:

It’s 10-K Time!

As we move into February, the filing deadlines for Form 10-K annual reports for calendar year-end companies are approaching quickly! And, as we do every year, we are all thinking about two key issues:

1. Are there any new issues that should be dealt with in this year’s 10-K, and

2. Are there any areas where I can make the 10-K better.

At the end of January Carol and George presented a One-Hour Briefing to help start the 10-K Tune-Up process. We are going to present a series of blog entries to explore some of those issues and dig a bit more deeply into some of them than we could in the One-Hour Briefing.

(In case you missed it the One-Hour Briefing is archived at:

www.pli.edu/Content/OnDemand/First_Annual_Form_10_K_Tune_Up/_/N-4nZ1z122ez?fromsearch=false&ID=250112 )

These are the topics we addressed:

New and emerging Issues

Conflict minerals & Form SD disclosure
SAB 74 disclosures for the new Revenue Recognition standard
Disclosure effectiveness
Changes in key assumptions for defined benefit plans
Operations in highly-inflationary countries
ICFR and COSO
Optional IFRS

Frequent SEC Comment Areas:

Segments – a new approach?
Statement of Cash Flows
Critical accounting estimates

So, for this first follow-on, as review, check out our latest posts on:

Cybersecurity – seciblog.pli.edu/318

SAB 74 Disclosures for the new Rev Rec Standard- seciblog.pli.edu/171

These are two key areas to address in this year’s 10-K.

Later this week – Critical Accounting Estimates – The SEC’s Current Focus

Cybersecurity – What the what??

After all the chaos and drama surrounding the most recent cybersecurity hack at Sony, the focus on this area has become even more intense.

Clearly, the first priority is doing whatever is possible to manage cybersecurity risk. Action steps must depend on each company’s specific situation, and there is no one-size-fits-all solution. To help in this regard PLI is presenting a One Hour Briefing on February 18, 2015 titled “ Cyber Security After Sony: Practice Points and Risk Mitigation Strategies”. You can learn more about the program at:

www.pli.edu/Content/Seminar/Cyber_Security_After_Sony_Practice_Points/_/N-4kZ1z120mn?fromsearch=false&ID=247142

We also have archived the webcast of our one-day program on managing cybersecurity at:

www.pli.edu/Content/OnDemand/Cybersecurity_2014_Managing_the_Risk/_/N-4nZ1z12f7s?fromsearch=false&ID=178337

From a disclosure perspective, the issues and the high public profile of the Sony hack raise the question whether cybersecurity risk should be disclosed in more detail or depth in upcoming filings. As a reminder, the SEC’s current guidance for cybersecurity risk disclosures is in CorpFin Disclosure Guidance Topic 2 at:

www.sec.gov/divisions/corpfin/guidance/cfguidance-topic2.htm

A point to remember for now, which is brought out in the Disclosure Guidance Topic, is this area may not be just a risk factor disclosure. Depending on the nature of the cybersecurity risk your company faces and cybersecurity issues you have encountered, disclosure in:

The business section
Legal proceedings
MD& A, and
The financial statements

may be necessary.

As always, we welcome your thoughts and feedback!

IFRS – The SAGA Continues

As most accountants have heard, Jim Schnurr, the new Chief Accountant at the SEC has been speaking about the SEC possibly continuing to consider the use of IFRS by domestic companies.

At the AICPA’s annual SEC/PCAOB conference in Washington, DC on Monday he delivered his latest update on the status of IFRS, and you can read that speech at:

www.sec.gov/News/Speech/Detail/Speech/1370543609306#.VIcHnYupqrI

In his speech he said “When I arrived at the Commission two months ago, Chair White asked me to take a hard look at where the staff had been on the issue and make a recommendation to her as to the path forward.”

While he did not say anything definite, it is clear the IFRS is no longer on the back burner!

He also said “Based on the progress of our collective efforts, I am hopeful to be in a position in the coming months to commence discussions with the Chair and the Commissioners about the different alternatives for potential further incorporation of IFRS and the related issues/concerns of each alternative with the objective of reaching a recommendation on what, if any, further incorporation or use of IFRS by US registrants would be permitted or required. And, of course, any rulemaking proposal that the Commission decides to consider would be subject to the normal notice and comment process.”

In the Q&A session Mr Schnurr elaborated on some ideas to incorporate, perhaps electively, IFRS information (in adition to US GAAP financial statements) into US registrant’s filings that would be useful for investors when comparing US registrants using US GAAP and those using IFRS. The ideas run the gamut of including IFRS measures in Selected Financial Data, IFRS data in MD&A, non-GAAP measures calculated using IFRS, and full financial statements in IFRS. He asked for feedback on these areas and input on additional ideas to consider.

So, this will not be a speedy process……

As always, your comments and thoughts are welcome!

XBRL Starting to Bubble-Up to the Comment Letter Surface?

One of the questions that SEC reporting companies have asked about XBRL (among the many questions we ask about XBRL!) is when will the SEC start to write comments about XBRL submissions?

Very few companies have ever seen a comment letter include any mention of their XBRL submissions.

It appears that comments may be starting to be issued about XBRL.  One of the ways the SEC sends messages in in a kind of generic comment letter that they call a “Sample Letter Sent to Public Companies”, which we refer to as a “Dear CFO Letter”.

While this seems to lack the impact of a comment letter sent directly to a company, the Dear CFO Letter is actually just as important as a directly received comment letter.  It is a message to a broad group of companies about an issue that the SEC thinks is pervasive, and is, in essence, a broadly transmitted comment letter.

The most recent Dear CFO Letter actually deals with XBRL!  You can find it at:

http://www.sec.gov/divisions/corpfin/guidance/xbrl-calculation-0714.htm

The letter reminds registrants to be sure to include all calculation relationships.

It also includes this language:

“Acceptance of your filing by EDGAR does not mean that your filing is complete or in compliance with the Commission’s requirements.”

This Dear CFO letter coupled with the XBRL report we blogged about last week could be the start of a greater emphasis on XBRL matters in filings.

We would love to hear your comments!  Leave them here or email Carol or George.