
[Federal Register: August 5, 2008 (Volume 73, Number 151)]
[Notices]               
[Page 45495-45505]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr05au08-95]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-58259; File No. PCAOB-2008-01]

 
Public Company Accounting Oversight Board; Notice of Filing of 
Proposed Rule on Auditing Standard No. 6, Evaluating Consistency of 
Financial Statements and Conforming Amendments

July 30, 2008.
    Pursuant to Section 107(b) of the Sarbanes-Oxley Act of 2002 (the 
``Act''), notice is hereby given that on February 1, 2008, the Public 
Company Accounting Oversight Board (the ``Board'' or the ``PCAOB'') 
filed with the Securities and Exchange Commission (the ``Commission'' 
or ``SEC'') the proposed rule described in Items I and II below, which 
items have been prepared by the Board. The Commission is publishing 
this notice to solicit comments on the proposed rule from interested 
persons.

I. Board's Statement of the Terms of Substance of the Proposed Rule

    On January 29, 2008, the Board adopted Auditing Standard No. 6, 
Evaluating Consistency of Financial Statements, and amendments to the 
Board's interim auditing standards (``the proposed rules''). The 
proposed rules text is set out below.

Auditing Standard No. 6

Supersedes AU Secs. 420 and 9420

Evaluating Consistency of Financial Statements

Consistency and the Auditor's Report on Financial Statements

    1. This standard establishes requirements and provides direction 
for the auditor's evaluation of the consistency of the financial 
statements, including changes to previously issued financial 
statements, and the effect of that evaluation on the auditor's report 
on the financial statements.
    2. To identify consistency matters that might affect the report, 
the auditor should evaluate whether the comparability of the financial 
statements between periods has been materially affected by changes in 
accounting principles or by material adjustments to previously issued 
financial statements for the relevant periods.
    3. The periods covered in the auditor's evaluation of consistency 
depend on the periods covered by the auditor's report on the financial 
statements. When the auditor reports only on the current period, he or 
she should evaluate whether the current-period financial statements are 
consistent with those of the preceding period. When the auditor reports 
on two or more periods, he or she should evaluate consistency between 
such periods and the consistency of such periods with the period prior 
thereto if such prior period is presented with the financial statements 
being reported upon.\1\ The auditor also should evaluate whether the 
financial statements for periods described in this paragraph are 
consistent with previously issued financial statements for the 
respective periods.\2\
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    \1\ For example, assume that a company presents comparative 
financial statements covering three years and has a change in 
auditors. In the first year in which the successor auditor reports, 
the successor auditor evaluates consistency between the year on 
which he or she reports and the immediately preceding year. In the 
second year in which the successor auditor reports, the successor 
auditor would evaluate consistency between the two years on which he 
or she reports and between those years and the earliest year 
presented.
    \2\ When a company uses retrospective application, as defined in 
Statement of Financial Accounting Standards No. 154, Accounting 
Changes and Error Corrections (``SFAS No. 154''), to account for a 
change in accounting principle, the financial statements presented 
generally will be consistent. However, the previous years' financial 
statements presented with the current year's financial statements 
will reflect the change in accounting principle and, therefore, will 
appear different from those previous years' financial statements on 
which the auditor previously reported. This standard clarifies that 
the auditor's evaluation of consistency should encompass previously 
issued financial statements for the relevant periods.

    Note: The term ``current period'' means the most recent year, or 
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period of less than one year, upon which the auditor is reporting.

    4. The auditor should recognize the following matters relating to 
the consistency of the company's financial statements in the auditor's 
report if those matters have a material effect on the financial 
statements:
    a. A change in accounting principle
    b. An adjustment to correct a misstatement in previously issued 
financial statements.\3\
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    \3\ The term ``error,'' as used in SFAS No. 154, is equivalent 
to ``misstatement,'' as used in the auditing standards.
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Change in Accounting Principle

    5. A change in accounting principle is a change from one generally 
accepted accounting principle to another generally accepted accounting 
principle when (1) there are two or more generally

[[Page 45496]]

accepted accounting principles that apply, or when (2) the accounting 
principle formerly used is no longer generally accepted. A change in 
the method of applying an accounting principle also is considered a 
change in accounting principle.\4\
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    \4\ See SFAS No. 154, paragraph 2c.

    Note: A change from an accounting principle that is not 
generally accepted to one that is generally accepted is a correction 
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of a misstatement.

    6. The auditor should evaluate and report on a change in accounting 
estimate effected by a change in accounting principle like other 
changes in accounting principle.\5\ In addition, the auditor should 
recognize a change in the reporting entity \6\ by including an 
explanatory paragraph in the auditor's report, unless the change in 
reporting entity results from a transaction or event. A change in 
reporting entity that results from a transaction or event, such as the 
creation, cessation, or complete or partial purchase or disposition of 
a subsidiary or other business unit does not require recognition in the 
auditor's report.
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    \5\ SFAS No. 154, paragraph 2e, defines a ``change in accounting 
estimate effected by a change in accounting principle'' as ``a 
change in accounting estimate that is inseparable from the effect of 
a related change in accounting principle.''
    \6\ ``Change in reporting entity'' is a change that results in 
financial statements that, in effect, are those of a different 
reporting entity. See SFAS No. 154, paragraph 2f.
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    7. The auditor should evaluate a change in accounting principle to 
determine whether--
    a. The newly adopted accounting principle is a generally accepted 
accounting principle,
    b. The method of accounting for the effect of the change is in 
conformity with generally accepted accounting principles,
    c. The disclosures related to the accounting change are 
adequate,\7\ and
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    \7\ Newly issued accounting pronouncements usually set forth the 
method of accounting for the effects of a change in accounting 
principle and the related disclosures. SFAS No. 154 sets forth the 
method of accounting for the change and the related disclosures when 
there are no specific requirements in the new accounting 
pronouncement.
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    d. The company has justified that the alternative accounting 
principle is preferable.\8\
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    \8\ The issuance of an accounting pronouncement that requires 
use of a new accounting principle, interprets an existing principle, 
expresses a preference for an accounting principle, or rejects a 
specific principle is sufficient justification for a change in 
accounting principle, as long as the change in accounting principle 
is made in accordance with the hierarchy of generally accepted 
accounting principles. See SFAS No. 154, paragraph 14.
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    8. A change in accounting principle that has a material effect on 
the financial statements should be recognized in the auditor's report 
on the audited financial statements. If the auditor concludes that the 
criteria in paragraph 7 have been met, the auditor should add an 
explanatory paragraph to the auditor's report, as described in AU sec. 
508, Reports on Audited Financial Statements. If those criteria are not 
met, the auditor should treat this accounting change as a departure 
from generally accepted accounting principles and address the matter as 
described in AU sec. 508.

    Note: If a company's financial statements contain an investment 
accounted for by the equity method, the auditor's evaluation of 
consistency should include consideration of the investee. If the 
investee makes a change in accounting principle that is material to 
the investing company's financial statements, the auditor should add 
an explanatory paragraph (following the opinion paragraph) to the 
auditor's report, as described in AU section 508.

Correction of a Material Misstatement in Previously Issued Financial 
Statements

    9. The correction of a material misstatement in previously issued 
financial statements should be recognized in the auditor's report on 
the audited financial statements through the addition of an explanatory 
paragraph, as described in AU sec. 508.
    10. The accounting pronouncements generally require certain 
disclosures relating to restatements to correct misstatements in 
previously issued financial statements. If the financial statement 
disclosures are not adequate, the auditor should address the inadequacy 
of disclosure as described in AU sec. 431, Adequacy of Disclosure in 
Financial Statements, and AU sec. 508.

Change in Classification

    11. Changes in classification in previously issued financial 
statements do not require recognition in the auditor's report, unless 
the change represents the correction of a material misstatement or a 
change in accounting principle. Accordingly, the auditor should 
evaluate a material change in financial statement classification and 
the related disclosure to determine whether such a change also is a 
change in accounting principle or a correction of a material 
misstatement. For example, certain reclassifications in previously 
issued financial statements, such as reclassifications of debt from 
long-term to short-term or reclassifications of cash flows from the 
operating activities category to the financing activities category, 
might occur because those items were incorrectly classified in the 
previously issued financial statements. In such situations, the 
reclassification also is the correction of a misstatement. If the 
auditor determines that the reclassification is a change in accounting 
principle, he or she should address the matter as described in 
paragraphs 7 and 8 and AU sec. 508. If the auditor determines that the 
reclassification is a correction of a material misstatement in 
previously issued financial statements, he or she should address the 
matter as described in paragraphs 9 and 10 and AU sec. 508.

Amendments to PCAOB Auditing Standards

Auditing Standards

AU Sec. 328, ``Auditing Fair Value Measurements and Disclosures''

    Statement on Auditing Standards (``SAS'') No. 101, ``Auditing Fair 
Value Measurements and Disclosures,'' (AU sec. 328, ``Auditing Fair 
Value Measurements and Disclosures''), as amended, is amended as 
follows:
    a. The text of footnote 4 to paragraph .19 is replaced with the 
following: Statement of Financial Accounting Standard No. 157, Fair 
Value Measurements, states that a change in valuation technique or its 
application is appropriate if the change results in a measurement that 
is equally or more representative of fair value in the circumstances.

AU Sec. 410, ``Adherence to Generally Accepted Accounting Principles''

    SAS No. 1, ``Codification of Auditing Standards and Procedures,'' 
section 410 (AU sec. 410, ``Adherence to Generally Accepted Accounting 
Principles''), as amended, is amended as follows:
    a. Paragraph .02 is replaced with following paragraph, and the 
reference to footnote 1 is moved to the end of the new paragraph .02.
    The fourth standard of reporting is:
    The report shall either contain an expression of opinion regarding 
the financial statements, taken as a whole, or an assertion to the 
effect that an opinion cannot be expressed. When an overall opinion 
cannot be expressed, the reasons therefor should be stated. In all 
cases where an auditor's name is associated with financial statements, 
the report should contain a clear-cut indication of the character of 
the auditor's work, if any, and the degree of responsibility the 
auditor is taking.

AU Sec. 411, ``The Meaning of Present Fairly in Conformity With 
Generally Accepted Accounting Principles''

    SAS No. 69, ``The Meaning of Present Fairly in Conformity With 
Generally Accepted Accounting Principles'' (AU

[[Page 45497]]

sec. 411, ``The Meaning of Present Fairly in Conformity With Generally 
Accepted Accounting Principles''), as amended, is amended as follows:
    a. The third sentence of paragraph .01 is replaced with the 
following:
    The purpose of this section is to explain the meaning of ``present 
fairly'' as used in the phrase ``present fairly * * * in conformity 
with generally accepted accounting principles.'' In applying this 
section, the auditor should look to the requirements of the Securities 
and Exchange Commission for the company under audit with respect to the 
accounting principles applicable to that company.
    b. Paragraphs .02, .05, .07, and .09-.18 are deleted.

AU Sec. 9411, ``The Meaning of Present Fairly in Conformity With 
Generally Accepted Accounting Principles, Auditing Interpretations of 
Section 411''

    Auditing Interpretation No. 3, ``The Auditor's Consideration of 
Management's Adoption of Accounting Principles for New Transactions or 
Events'' of the auditing interpretations of AU sec. 411 (AU sec. 
9411.11-.15) is deleted.

AU Sec. 420, ``Consistency of Application of Generally Accepted 
Accounting Principles,'' and AU Sec. 9420, ``Consistency of Application 
of Generally Accepted Accounting Principles, Auditing Interpretations 
of Section 420''

    SAS No. 1, ``Codification of Auditing Standards and Procedures,'' 
section 420 (AU sec. 420, ``Consistency of Application of Generally 
Accepted Accounting Principles''), as amended, and the related auditing 
interpretations (AU sec. 9420) are superseded by PCAOB Auditing 
Standard No. 6, Evaluating Consistency of Financial Statements.

AU Sec. 431, ``Adequacy of Disclosure in Financial Statements''

    SAS No. 32, ``Adequacy of Disclosure in Financial Statements'' (AU 
sec. 431, ``Adequacy of Disclosure in Financial Statements'') is 
amended as follows:
    a. Footnote 1 is deleted.
    b. Paragraph .04 is deleted.

AU Sec. 508, ``Reports on Audited Financial Statements''

    SAS No. 58, ``Reports on Audited Financial Statements'' (AU sec. 
508, ``Reports on Audited Financial Statements''), as amended, is 
amended as follows:
    a. In Paragraph .03, footnote 2 is deleted.
    b. In Paragraph .11, item .11b is deleted; item .11c is reordered 
as .11b; .11d is reordered as .11c; the paragraph references in .11c 
(formerly .11d) to paragraphs .16 through .18 are replaced with 
paragraph references .17A through .17E; and a new item .11d is added as 
follows:
    ``A material misstatement in previously issued financial statements 
has been corrected (paragraphs .18A through .18C).''
    c. Paragraphs .14-.15 are deleted, along with the preceding heading 
``Departure From a Promulgated Accounting Principle,'' and the note 
following the paragraph.
    d. The text of paragraph .16 is replaced with the following:
    The auditor should recognize the following matters relating to the 
consistency of the company's financial statements in the auditor's 
report if those matters have a material effect on the financial 
statements:
    a. A change in accounting principle
    b. An adjustment to correct a misstatement in previously issued 
financial statements
    e. Paragraphs .17-.18 and related footnotes 12 and 13 are replaced 
with the following:

Change in Accounting Principle

    .17A As discussed in PCAOB Auditing Standard No. 6, Evaluating 
Consistency of Financial Statements, the auditor should evaluate a 
change in accounting principle to determine whether (1) the newly 
adopted accounting principle is a generally accepted accounting 
principle, (2) the method of accounting for the effect of the change is 
in conformity with generally accepted accounting principles, (3) the 
disclosures related to the accounting change are adequate, and (4) the 
company has justified that the alternative accounting principle is 
preferable.12 A change in accounting principle that has a 
material effect on the financial statements should be recognized in the 
auditor's report on the audited financial statements through the 
addition of an explanatory paragraph following the opinion paragraph. 
If the auditor concludes that the criteria in this paragraph have been 
met, the explanatory paragraph in the auditor's report should include 
identification of the nature of the change and a reference to the note 
disclosure describing the change.

    12 The issuance of an accounting pronouncement that 
requires use of a new accounting principle, interprets an existing 
principle, expresses a preference for an accounting principle, or 
rejects a specific principle is sufficient justification for a 
change in accounting principle, as long as the change in accounting 
principle is made in accordance with the hierarchy of generally 
accepted accounting principles. See FASB Statement 154, paragraph 
14.

    .17B Following is an example of an explanatory paragraph for a 
change in accounting principle resulting from the adoption of a new 
accounting pronouncement:
    As discussed in Note X to the financial statements, the company has 
changed its method of accounting for [describe accounting method 
change] in [year(s) of financial statements that reflect the accounting 
method change] due to the adoption of [name of accounting 
pronouncement].
    .17C Following is an example of an explanatory paragraph when the 
company has made a change in accounting principle other than a change 
due to the adoption of a new accounting pronouncement.
    As discussed in Note X to the financial statements, the company has 
elected to change its method of accounting for [describe accounting 
method change] in [year(s) of financial statements that reflect the 
accounting method change].
    .17D The explanatory paragraph relating to a change in accounting 
principle should be included in reports on financial statements in the 
year of the change and in subsequent years until the new accounting 
principle is applied in all periods presented. If the accounting change 
is accounted for by retrospective application to the financial 
statements of all prior periods presented, the additional paragraph is 
needed only in the year of the change.
    .17E If the auditor concludes that the criteria in paragraph .17A 
for a change in accounting principle are not met, the auditor should 
consider the matter to be a departure from generally accepted 
accounting principles and, if the effect of the change in accounting 
principle is material, issue a qualified or adverse opinion.

Correction of a Material Misstatement in Previously Issued Financial 
Statements

    .18A Correction of a material misstatement in previously issued 
financial statements should be recognized in the auditor's report 
through the addition of an explanatory paragraph following the opinion 
paragraph.13 The explanatory paragraph should include (1) a 
statement that the previously issued financial statements have been 
restated for the correction of a misstatement in the respective period 
and (2) a reference to the company's disclosure of the correction of 
the misstatement. Following is an example of an appropriate explanatory 
paragraph when there has been a correction of a

[[Page 45498]]

material misstatement in previously issued financial statements.
    As discussed in Note X to the financial statements, the 20X2 
financial statements have been restated to correct a misstatement.

    13 The directions in paragraphs .68-.69 apply when 
comparative financial statements are presented and the opinion on 
the prior-period financial statements differs from the opinion 
previously expressed.

    .18B This type of explanatory paragraph in the auditor's report 
should be included in reports on financial statements when the related 
financial statements are restated to correct the prior material 
misstatement. The paragraph need not be repeated in subsequent years.
    .18C The accounting pronouncements generally require certain 
disclosures relating to restatements to correct a misstatement in 
previously issued financial statements. If the financial statement 
disclosures are not adequate, the auditor should address the lack of 
disclosure as discussed beginning at paragraph .41 and in AU sec. 431.
    f. Paragraph .50 is deleted.
    g. The text of paragraph .51 is replaced with the following:
    Departures from generally accepted accounting principles related to 
changes in accounting principle. Paragraph .17A states the criteria for 
evaluating a change in accounting principle. If the auditor concludes 
that the criteria have not been met, he or she should consider that 
circumstance to be a departure from generally accepted accounting 
principles and, if the effect of the accounting change is material, 
should issue a qualified or adverse opinion.
    h. In paragraph .52:
     The first three sentences of the paragraph are replaced 
with the following:
    The accounting standards indicate that a company may make a change 
in accounting principle only if it justifies that the allowable 
alternative accounting principle is preferable. If the company does not 
provide reasonable justification that the alternative accounting 
principle is preferable, the auditor should consider the accounting 
change to be a departure from generally accepted accounting principles 
and, if the effect of the change in accounting principle is material, 
should issue a qualified or adverse opinion. The following is an 
example of a report qualified because a company did not provide 
reasonable justification that an alternative accounting principle is 
preferable:
     In the second sentence of the first paragraph of the 
example report, the phrase ``for making this change'' is replaced with 
the phrase ``that this accounting principle is preferable.''
    In the text of footnote 17, the first two sentences are deleted; 
the word, ``However'' is deleted at the beginning of the third 
sentence; the word ``because'' at the beginning of the third sentence 
is capitalized; the phrase ``the middle paragraph'' is replaced with 
``this paragraph;'' and the references to paragraphs ``.16 through 
.18'' are replaced with references to paragraphs ``17A through 17E.''
    i. The text of paragraph .57 is replaced with the following:
    If the auditor issues a qualified or adverse opinion because the 
company has not justified that an allowable accounting principle 
adopted in an accounting change is preferable, as described in 
paragraph .52, the auditor should continue to express that opinion on 
the financial statements for the year of change as long as those 
financial statements are presented and reported on. However, the 
auditor's qualified or adverse opinion relates only to the accounting 
change and does not affect the status of a newly adopted principle as a 
generally accepted accounting principle.
    Accordingly, while expressing a qualified or adverse opinion for 
the year of change, the independent auditor's opinion regarding the 
subsequent years' statements need not express a qualified or adverse 
opinion on the use of the newly adopted principle in subsequent 
periods.
    j. In the text of footnote 19 to paragraph .59, ``(b)'' is added to 
the beginning of the list of subsections.
    k. The first sentence of footnote 20 to paragraph .62 is deleted.
    l. In the second sentence of footnote 25 to paragraph .67, replace 
the phrase ``section 420, Consistency of Application of Generally 
Accepted Accounting Principles,'' with the phrase ``PCAOB Auditing 
Standard No. 6, Evaluating Consistency of Financial Statements''.
    m. In the second sentence of paragraph .69:
     Item (c) is inserted as follows:
    (c) if applicable, a statement that the previously issued financial 
statements have been restated for the correction of a misstatement in 
the respective period,
     Item (c) is changed to (d)
     Item (e) is inserted as follows:
    (e) if applicable, a reference to the company's disclosure of the 
correction of the misstatement,
     Item (d) is changed to (f) and the words ``the fact'' are 
inserted at the beginning of the item.
    n. In the third sentence of paragraph .73, the word ``restated'' is 
replaced with the word ``adjusted.''
    o. In paragraph .74:
     In the first sentence of the third text paragraph, the 
word ``restated'' is replaced with the word ``adjusted,'' and the word 
``restatement'' is replaced with the words ``the adjustments.''
     In the second sentence of the third text paragraph, the 
word ``restatement'' is deleted, and the word ``his'' is replaced with 
the words ``the auditor's.''

AU sec. 561, Subsequent Discovery of Facts Existing at the Date of the 
Auditor's Report

    SAS No. 1, ``Codification of Auditing Standards and Procedures,'' 
section 561, ``Subsequent Discovery of Facts Existing at the Date of 
Report,'' as amended, is amended as follows:
    a. The text of footnote 3 to paragraph .06 is replaced with the 
following: See paragraphs 26 and 27 of Accounting Principles Board 
Opinion No. 9 and paragraphs 25 and 26 of FASB Statement No. 154, 
regarding disclosure of adjustments applicable to prior periods.

II. Board's Statement of the Purpose of, and Statutory Basis for, the 
Proposed Rule

    In its filing with the Commission, the Board included statements 
concerning the purpose of, and basis for, the proposed rule and 
discussed any comments it received on the proposed rule. The text of 
these statements may be examined at the places specified in Item IV 
below. The Board has prepared summaries, set forth in sections A, B, 
and C below, of the most significant aspects of such statements.

A. Board's Statement of the Purpose of, and Statutory Basis for, the 
Proposed Rule

(a) Purpose
    Section 103(a) of the Act directs the Board, by rule, to establish, 
among other things, ``auditing and related attestation standards * * * 
to be used by registered public accounting firms in the preparation and 
issuance of audit reports, as required by th[e] Act or the rules of the 
Commission, or as may be necessary or appropriate in the public 
interest or for the protection of investors.'' The Board proposed 
certain changes to its auditing standards in response to two actions of 
the Financial Accounting Standards Board (``FASB'').
    First, in May 2005, the FASB issued Statement of Financial 
Accounting Standards (``SFAS'') No. 154, Accounting Changes and Error

[[Page 45499]]

Corrections,\9\ which superseded Accounting Principles Board (``APB'') 
Opinion No. 20, Accounting Changes.\10\ SFAS No. 154 establishes, 
unless impracticable, retrospective application as the required method 
for reporting a change in accounting principle in the absence of 
explicit transition requirements specific to a newly adopted accounting 
principle. SFAS No. 154 also redefines the term ``restatement'' to 
refer only to ``the process of revising previously issued financial 
statements to reflect the correction of an error in those financial 
statements.'' \11\ Under SFAS No. 154, therefore, the term 
``restatement'' does not refer to changes made to previously issued 
financial statements to reflect a change in accounting principle.
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    \9\ Financial Accounting Standards Board (``FASB''), Statement 
of Financial Accounting Standards (``SFAS'') No. 154, Accounting 
Changes and Error Corrections (2005) (``SFAS No. 154'').
    \10\ Accounting Principles Board (``APB'') Opinion No. 20, 
Accounting Changes (1971). SFAS No. 154 also superseded SFAS No. 3, 
Reporting Accounting Changes in Interim Financial Statements.
    \11\ See SFAS No. 154, paragraph 2j.
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    AU sec. 420, Consistency of Application of Generally Accepted 
Accounting Principles, the Board's interim standard on the auditor's 
responsibilities for evaluating the consistency of the application of 
generally accepted accounting principles (``GAAP''), generally 
reflected the provisions of APB Opinion No. 20, which was superseded by 
SFAS No. 154. To better align the Board's standards with the new 
accounting standard, the Board adopted a new auditing standard on 
evaluating consistency, which will supersede AU sec. 420, and 
conforming amendments to AU sec. 508, Reports on Audited Financial 
Statements, of its interim auditing standards.
    Second, the FASB has also issued an exposure draft of a proposed 
Statement of Financial Accounting Standards, The Hierarchy of Generally 
Accepted Accounting Principles.\12\ The FASB's proposed standard would 
incorporate the hierarchy found in the auditing standards into the 
accounting standards. Historically, a description of the GAAP hierarchy 
has resided only in the auditing standards. Because the GAAP hierarchy 
identifies the sources of accounting principles and the framework for 
selecting principles to be used in preparing financial statements, the 
Board believed that these requirements are more appropriately located 
in the accounting standards. Accordingly, the Board adopted amendments 
to its auditing standards to remove the GAAP hierarchy.\13\
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    \12\ FASB, Proposed Statement of Financial Accounting Standards, 
The Hierarchy of Generally Accepted Accounting Principles, Exposure 
Draft (April 2005).
    \13\ If the amendments are approved by the SEC, the effective 
date for the removal of the GAAP hierarchy from the auditing 
standards will be 60 days after the standard and amendments are 
approved by the SEC. The Board has coordinated with the FASB and 
understands that the FASB intends to coincide the effective date of 
its standard on the GAAP hierarchy with that of the PCAOB.
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    The proposed standard and amendments to the Board's interim 
standards are intended to update and clarify the auditing standards in 
light of SFAS No. 154 and the FASB's proposal on the GAAP hierarchy. In 
particular, these updates and clarifications should enhance the clarity 
of auditor reporting on accounting changes and corrections of 
misstatements by distinguishing between these events.
(b) Statutory Basis
    The statutory basis for the proposed rule is Title I of the Act.

B. Board's Statement on Burden on Competition

    The Board does not believe that the proposed rules will result in 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. The proposed rules would apply 
equally to all registered public accounting firms and their associated 
persons.

C. Board's Statement on Comments on the Proposed Rule Received From 
Members, Participants or Others

    The Board released the proposed rules for public comment in PCAOB 
Release No. 2007-003 (April 3, 2007). A copy of PCAOB Release No. 2007-
003 and the comment letters received in response to the PCAOB's request 
for comment are available on the PCAOB's Web site at http://
www.pcaobus.org. The Board received 11 written comments. The Board has 
carefully considered all comments it has received. In response to the 
written comments received, the Board has clarified and modified certain 
aspects of the proposed rules, as discussed below.
Evaluating Consistency
    Under Auditing Standard No. 6, auditors are required to evaluate 
the consistency of a company's financial statements and report on 
inconsistencies. The new standard updates these requirements and aligns 
them more closely with SFAS No. 154 \14\ by requiring the auditor's 
report to recognize a company's correction of a material misstatement, 
regardless of whether it involves the application of an accounting 
principle. Based on a discussion at an October 2005 meeting of the 
Board's Standing Advisory Group, the Board understands that this 
requirement is consistent with current practice. The new standard 
focuses on the auditor's responsibilities regarding events that warrant 
recognition in the auditor's report on the financial statements--
changes in accounting principles and corrections of misstatements in 
previously issued financial statements.\15\ The standard also clarifies 
that the auditor's report should indicate whether an adjustment to 
prior-period financial statements results from a change in accounting 
principle or the correction of a misstatement.
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    \14\ Because SFAS No. 154 provides comprehensive, authoritative 
accounting guidance on changes in accounting principle and 
corrections of errors, Auditing Standard No. 6 omits the accounting 
guidance that was included in AU sec. 420.
    \15\ AU sec. 420 also required recognition of those events. 
However, it only required recognition in the auditor's report of the 
correction of a misstatement involving an accounting principle. In 
addition, unlike AU sec. 420, the new standard does not describe the 
accounting changes that do not require recognition in the auditor's 
report.
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Materiality
    There were several comments on materiality. Some commenters 
suggested that the standard should specifically state that the auditor 
need not recognize the correction of a misstatement that is immaterial 
to the previously issued financial statements. Another suggested that 
the standard should remind the auditor that professional judgment is 
required to evaluate consistency. Another commenter said that 
additional guidance on materiality as applied to individual matters in 
the financial statements would be helpful in applying the standard. 
Others suggested that clarity would be improved by inserting the word 
``material'' in several places.
    In general, the Board's view is that the purpose of the standard is 
to provide direction on evaluating consistency; for example, the 
accounting periods the auditor should evaluate, the recognition in the 
auditor's report of consistency matters prescribed by the accounting 
standards, and the related audit reporting requirements. Because an 
audit is predicated on the use of reasoned judgment and the 
consideration of materiality in planning, performing, and reporting on 
the audit, the Board does not believe it is necessary for this standard 
to specifically direct the auditor to exercise judgment and apply 
materiality. Further, materiality is a concept that is defined under 
the federal

[[Page 45500]]

securities laws, and it is not the objective of this standard to alter 
or interpret that concept.
    The Board did agree that clarity could be improved in some areas by 
inserting the word ``material'' to modify the word ``misstatement.'' 
The Board added ``material'' to AU secs. 508.18A and B to be consistent 
with paragraph 4 of Auditing Standard No. 6. However, AU sec. 508.18C 
does not include ``material'' because that sentence summarizes the SFAS 
No. 154 requirement for correcting a misstatement, which does not 
directly mention materiality.
Periods Covered by the Evaluation of Consistency
    The new standard describes the scope of the required evaluation of 
consistency in terms that are similar to the description in AU sec. 
420. Under the new standard, when the auditor reports only on the 
current period, the auditor should evaluate whether the financial 
statements of the current period are consistent with those of the 
preceding period. When the auditor reports on two or more years, the 
auditor should evaluate whether the financial statements reported on 
are consistent with each other and with the prior year's financial 
statements, if presented. For example, assume that a company presents 
comparative financial statements covering three years and has a change 
in auditors. In the first year in which the successor auditor reports, 
the successor auditor evaluates consistency between the year on which 
he or she reports and the immediately preceding year. In the second 
year in which the successor auditor reports, the successor auditor 
would evaluate consistency between the two years on which he or she 
reports and between those years and the earliest year presented. In 
response to comments, the Board added this example to the final 
standard.
    When a company uses retrospective application, as defined in SFAS 
No. 154, to account for a change in accounting principle, the financial 
statements presented generally will be consistent. However, the 
previous years' financial statements presented with the current year's 
financial statements will reflect the change in accounting principle 
and, therefore, will appear different from those previous years' 
financial statements on which the auditor previously reported. For 
example, consider a company that adopts a new accounting standard in 
2007 that requires retrospective application to 2006 and 2005. The 
financial statements for 2006 and 2005 will be consistent, as presented 
with 2007. However, the financial statements for the years 2006 and 
2005 that were issued a year earlier will not reflect the retrospective 
application and hence will not be consistent with 2007 and will be 
different from the 2006 and 2005 financial statements that are 
presented with 2007. The new standard clarifies that the auditor's 
evaluation of consistency should encompass previously issued financial 
statements for the relevant periods.
    Paragraph 3 of the proposed standard described the financial 
statement periods covered by the evaluation of consistency. The third 
sentence of that paragraph was intended to be a clarification of the 
requirement in AU sec. 420.22 regarding the evaluation of two or more 
years. However, some commenters found the third sentence of paragraph 3 
to be confusing and recommended retaining the language in AU sec. 
420.22, unless the Board had intended to change the auditor's 
responsibilities for evaluating the consistency of GAAP. Because the 
Board wanted to be clear that the auditor's responsibilities had not 
changed, the Board decided to retain the original sentence from AU sec. 
420.22, with some changes, instead of the proposed third sentence of 
paragraph 3. The inserted sentence, adapted from AU sec. 420.22, reads 
as follows (additions are in italics and deletions are in brackets):

    When the [independent] auditor reports on two or more periods 
[years], he or she should evaluate [address the] consistency [of the 
application of accounting principles] between such periods [years] 
and the consistency of such periods [years] with the period [year] 
prior thereto if such prior period [year] is presented with the 
financial statements being reported upon.

The Board did not include the reference to ``the application of 
accounting principles'' because paragraph 3 also relates to the 
auditor's evaluation of a company's correction of a material 
misstatement, regardless of whether it involves the application of an 
accounting principle. The Board also used the word ``evaluate'' because 
it describes the auditor's responsibilities consistently with the rest 
of the paragraph.
    Two commenters suggested that the last sentence of proposed 
paragraph 3, which described the auditor's responsibility to evaluate 
whether the financial statements are consistent with previously issued 
financial statements for the same period, was confusing and 
unnecessary. These commenters suggested deleting the last sentence of 
paragraph 3. In addition, one commenter suggested that paragraph 3 of 
the proposed standard could be clarified by including the explanatory 
language from the proposing release regarding retrospective application 
under SFAS No. 154. As discussed above, the new standard is intended to 
clarify that the auditor's evaluation of consistency should include an 
evaluation of previously issued financial statements for the relevant 
periods. Accordingly, the Board believed that the final sentence of 
paragraph 3 is necessary. However, the Board agreed that including the 
suggested explanatory language from the proposing release regarding 
retrospective application would clarify the paragraph and has added 
that language as a footnote to paragraph 3.
Reference to Application of Accounting Principles
    Consistent with the discussion above related to paragraph 3 of the 
proposed standard, the Board also removed the reference to 
``application of accounting principles'' from the first paragraph of 
Auditing Standard No. 6. Because the auditor's evaluation of 
consistency under this standard includes errors not involving an 
accounting principle, the consistency evaluation is broader than that 
described under the second standard of reporting. Accordingly, the 
Board also removed the reference to the second standard of reporting 
from paragraph 2 of Auditing Standard No. 6.
Change in Accounting Principle
    The new standard requires the auditor to evaluate a change in 
accounting principle \16\ that has a material effect on the financial 
statements to determine whether: (1) The newly adopted accounting 
principle is a generally accepted accounting principle, (2) the method 
of accounting for the effect of the change is in conformity with GAAP, 
(3) the disclosures related to the accounting change are adequate, and 
(4) the company justifies that the alternative accounting principle is 
preferable,\17\ as required by SFAS No. 154.\18\ Under the amendments 
to AU

[[Page 45501]]

sec. 508, if the four criteria are met,\19\ the auditor would recognize 
the change in accounting principle in the auditor's report through the 
addition of an explanatory paragraph consisting of an identification of 
the nature of the change and a reference to the issuer's note 
disclosure describing the change. If those criteria are not met, the 
auditor would issue a qualified or adverse opinion.\20\
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    \16\ The proposed and final standards use the definition of a 
change in accounting principle found in SFAS No. 154, paragraph 2c.
    \17\ In certain circumstances, SEC rules require issuers to file 
a letter from the auditor indicating whether or not a change is to 
an alternative accounting principle that is preferable. See Rule 10-
01(b)(6) of Regulation S-X, 17 CFR 210.10-01(b)(6).
    \18\ Under SFAS No. 154, the issuance of an accounting 
pronouncement that requires use of a new accounting principle, 
interprets an existing principle, expresses a preference for an 
accounting principle, or rejects a specific principle is sufficient 
justification for a change in accounting principle as long as the 
change in accounting principle is made in accordance with the GAAP 
hierarchy. See SFAS No. 154, paragraph 14.
    \19\ The auditor has substantially the same responsibility for 
evaluating a change in accounting principle as under AU sec. 431, 
Adequacy of Disclosure in Financial Statements, and paragraph .50 of 
AU sec. 508, Reports on Audited Financial Statements. The language 
in Auditing Standard No. 6 has, however, been updated to be 
consistent with SFAS No. 154.
    \20\ This responsibility is substantially unchanged from AU sec. 
508.51.
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    Some commenters recommended that the Board reconsider whether it 
was necessary for the auditor to recognize in the audit report changes 
that result when a company is required to adopt a newly issued 
accounting standard. They indicated that the significance of a 
company's discretionary change in accounting principle may be diluted 
if the auditor recognizes both discretionary changes and those changes 
in accounting principles required by a newly-issued standard in the 
report. Another commenter suggested that the auditor should not be 
required to include an explanatory paragraph in the audit report when 
changes in accounting principle have been applied retrospectively 
because, in such cases, the financial statements included in the filing 
will appear consistent. As noted above, the Board believes that it is 
important for investors to be informed when the prior year financial 
statements presented with the current year are different from 
previously issued financial statements. In addition, the Board believes 
that the different language in the auditor's report for discretionary 
changes and those required by a newly-issued standard provides 
sufficient notification to investors of the general nature of the 
change. Therefore, the Board adopted the requirement as proposed.\21\
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    \21\ In addition, one commenter suggested that the standard 
include an example of a change in the method of applying an 
accounting principle. The final standard, like the proposed 
standard, notes that under SFAS No. 154 a change in the method of 
applying an accounting principle is also a change in accounting 
principle. While the Board believes that it is helpful for the 
standard to reference the accounting requirement, it also believes 
that it is not appropriate for the auditing standard to provide 
accounting guidance.
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    One commenter suggested that the proposed standard deleted useful 
information about a change in accounting principle that also involves a 
change in an estimate. The proposed standard did not carry forward the 
requirement of AU sec. 420.13 that the auditor should recognize in his 
or her report a change in accounting principle that is inseparable from 
a change in estimate. After considering this comment, the Board 
concluded that the requirement in AU sec. 420.13 does result in useful 
information being included in the auditor's report. Accordingly, the 
Board updated the language in AU sec. 420 to reflect the term used in 
SFAS 154, and included the requirement in Auditing Standard No. 6.\22\
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    \22\ The new standard uses the term ``change in accounting 
estimate effected by a change in accounting principle,'' which is 
defined in SFAS No. 154 as ``a change in accounting estimate that is 
inseparable from the effect of a related change in accounting 
principle.''
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    Some commenters asked the Board to clarify the reporting 
requirement related to a change in reporting entity. According to AU 
sec. 420.08, a change in reporting entity resulting from a transaction 
or event, such as the creation, cessation, or complete or partial 
purchase or disposition of a subsidiary or other business unit, does 
not require that the auditor include an explanatory paragraph in the 
auditor's report. Under the proposed standard, the auditor may have 
been required to report on, for example, the disposition of a 
subsidiary or business unit because SFAS No. 154 (and its predecessor, 
APB Opinion No. 20) did not specifically exempt such a transaction from 
the definition of a change in reporting entity. Generally, dispositions 
or spin-offs have specific disclosure requirements in the accounting 
standards and the Board did not intend to change practice and require 
the auditor to report on these events through an explanatory paragraph. 
Accordingly, the Board carried forward the requirement from AU sec. 
420.08 regarding a transaction or event. In addition, the Board also 
added a reference to paragraph 2f in SFAS No. 154, which describes a 
change in reporting entity, as suggested by some commenters.
    In response to comments, the Board also modified paragraph 8 of the 
proposed standard, which provided direction for reporting a change in 
accounting principle. Some commenters noted that the proposed 
conforming amendments to AU sec. 508.17 had a more clearly stated 
version of the number of years that the auditor is required to include 
an explanatory paragraph related to a change in principle than did 
footnote 5 to paragraph 8. After considering the commenters' 
recommendation that the language in the footnote be changed, the Board 
decided that the footnote was not necessary because paragraph 8 
referred the auditor directly to the reporting requirements in AU sec. 
508. The Board therefore removed footnote 5 from the final standard.
Correction of a Material Misstatement in Previously Issued Financial 
Statements
    Under Auditing Standard No. 6, the correction of a material 
misstatement in previously issued financial statements (i.e., a 
``restatement'') is recognized in the auditor's report through the 
addition of an explanatory paragraph. Under the conforming amendments 
to AU sec. 508, the explanatory paragraph in the auditor's report 
regarding a restatement should include (1) a statement that the 
previously issued financial statements have been restated for the 
correction of a misstatement in the respective period and (2) a 
reference to the company's disclosure of the correction of the 
misstatement. The first statement in the explanatory paragraph 
distinguishes restatements from adjustments to prior-period financial 
statements resulting from changes in accounting principle. Previously, 
the auditor's responsibilities for reporting on most restatements were 
the same as for reporting on changes in accounting principle.
    One commenter suggested that the proposed standard did not clearly 
explain whether corrections of an error not involving a principle would 
require recognition in the auditor's report. Unlike the previous 
requirement, the proposed standard did not distinguish between the 
``correction of an error in principle'' and an ``error correction not 
involving a principle.''\23\ Rather, the proposed standard required 
recognition in the auditor's report of any correction of a material 
misstatement, whether or not the error involved a principle. The Board 
reconsidered the language and concluded that the requirement as 
proposed was sufficiently clear. The new standard aligns the auditor's 
reporting responsibilities with the accounting standards, which require 
disclosure of all restatements, by requiring an explanatory paragraph 
when the company has restated the financial statements.
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    \23\ This distinction previously was in paragraphs .12 and .16 
of AU sec. 420, Consistency of Application of Generally Accepted 
Accounting Principles.
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    Some commenters suggested that it would not improve clarity to have 
the auditor's report include a statement that the financial statements 
were restated

[[Page 45502]]

``to correct a material misstatement.'' They noted that SFAS No. 154 
already defines a restatement as the revision of previously issued 
financial statements to reflect the correction of an error. The Board 
decided to retain the reporting requirement as proposed because it 
clearly distinguishes corrections of misstatements from changes in 
accounting principle. Also, the required reporting language regarding 
restatements is more informative because it does not rely entirely on 
the user's knowledge of the definition of ``restatement'' in the 
accounting standard.\24\
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    \24\ Two commenters suggested that the standard include the 
explanation from the release that the term ``error,'' as used in 
SFAS No. 154, is equivalent to ``misstatement,'' as used in the 
auditing standards. The Board agreed and has included that 
explanation in the final standard.
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    One commenter also recommended that the auditor's explanatory 
paragraph about the correction of a misstatement should contain 
additional information. The commenter recommended that the explanatory 
paragraph include a statement that (1) the previously issued auditor's 
report should not be relied on because the previously issued financial 
statements were materially misstated, and (2) the previously issued 
report is replaced by the auditor's report on the restated financial 
statements.
    The Board believes that the recommended additional language is not 
necessary because existing PCAOB standards and rules of the SEC are 
sufficient to inform users about misstatements in previously issued 
financial statements. Specifically, AU sec. 561, Subsequent Discovery 
of Facts Existing at the Date of the Auditor's Report, requires the 
auditor to take specific action when he or she concludes that 
information discovered after the financial statements have been issued 
would have affected his or her report if the company had not reflected 
the information in the financial statements and people are currently 
relying or are likely to rely on the financial statements and auditor's 
report. According to AU sec. 561.06, the auditor should advise the 
company to make appropriate disclosure of the newly discovered facts 
and their impact on the financial statements to persons who are known 
to be currently relying or who are likely to rely on the financial 
statements and the related auditor's report.\25\
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    \25\ AU sec. 561.06 also requires that if the effect on the 
financial statements or auditor's report can promptly be determined, 
disclosure should consist of issuing, as soon as practicable, 
revised financial statements and auditor's report. If issuance of 
the financial statements with an auditor's report for a later period 
is imminent, a company is permitted to disclose the revision to the 
financial statements instead of reissuing earlier statements. When 
the effect on the financial statements cannot be determined without 
a prolonged investigation, appropriate disclosure would consist of 
notification that the financial statements and auditor's report 
should not be relied on and that revised financial statements and 
auditor's report will be issued upon completion of an investigation.
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    A U.S. public company that is not a foreign private issuer under 
SEC rules also is required to file a Form 8-K current report, if it 
concludes that any previously issued financial statements should no 
longer be relied upon because of an error in such financial 
statements.\26\ If the auditor has notified the issuer that action 
should be taken to prevent future reliance on a previously issued audit 
report, the company also must disclose that information in the Form 8-
K.
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    \26\ See Securities Exchange Act Rule 13a-11, 17 CFR 240.13a-11.
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Changes in Classification
    Auditing Standard No. 6 does not require the auditor's report to 
recognize a change in classification \27\ in previously issued 
financial statements, except for a reclassification that is also a 
change in accounting principle or correction of a material 
misstatement.\28\ Accordingly, the new standard clarifies that the 
auditor should evaluate a material change in financial statement 
classification and the related disclosure to determine whether such a 
change is also a change in accounting principle or a correction of a 
material misstatement. For example, in some circumstances, a change in 
financial statement classification also may be the correction of a 
misstatement. A restatement to correct the misclassification of an 
account as short- or long-term or misclassification of cash flows would 
be both a restatement and reclassification. Therefore, the auditor 
should evaluate these matters as part of the evaluation of corrections 
of misstatements. Under Auditing Standard No. 6, a classification 
change that is also a change in accounting principle should be reported 
on as a change in accounting principle, and a classification change 
that is also a correction of a material misstatement should be reported 
on by the auditor as a restatement.
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    \27\ AU sec. 420.17 also did not require recognition of a change 
in financial statement classification in the auditor's report.
    \28\ SFAS No. 154 uses the term ``presentation'' in its 
definition of an error in previously issued financial statements. 
The directions in paragraph 11 of the new standard address the 
auditor's responsibilities for changes in classification, which is 
an element of the presentation and disclosure financial statement 
assertion under the auditing standards. See, e.g., paragraph .08 of 
AU sec. 326, Evidential Matter.
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    Some commenters recommended slight revisions to the first sentence 
of paragraph 11 to clarify the auditor's responsibilities. The first 
sentence stated that changes in classification in previously issued 
financial statements do not require recognition in the auditor's 
report. This seemed to conflict with the second sentence which required 
the auditor to review a material change in classification and related 
disclosure to determine whether such a change also is a change in 
accounting principle or a correction of a material misstatement. The 
Board agreed with the comments and modified the first sentence to state 
that a change in classification does not require audit report 
recognition unless the change represents the correction of a material 
misstatement or a change in accounting principle. Additionally, in the 
proposed standard, the Board used the word ``review'' to describe the 
auditor's responsibility when there has been a material change in 
financial statement classification. The Board concluded that the word 
``evaluate'' better describes the auditor's responsibilities in this 
area and is more consistent with the other requirements in Auditing 
Standard No. 6. Accordingly, the Board replaced ``review'' with 
``evaluate.''
Description of GAAP and Removal of the GAAP Hierarchy From the Auditing 
Standards
    As discussed previously, the FASB has proposed to incorporate the 
GAAP hierarchy into its own standards. The Board believes that it is 
appropriate to locate the GAAP hierarchy in the accounting standards 
rather than in the auditing standards. Thus, the Board amended its 
interim standards to remove the GAAP hierarchy from the auditing 
standards. These amendments do not change the principles in AU sec. 411 
for evaluating fair presentation of the financial statements in 
conformity with GAAP.
    Commenters strongly supported removing the GAAP hierarchy from the 
auditing standards and stated that it was appropriate for the GAAP 
hierarchy to be contained in the accounting standards. However, one 
commenter observed that the proposed amendments contain significant 
differences from the American Institute of Certified Public 
Accountants' (``AICPA'') Auditing Standards Board's (``ASB'') proposed 
amendment to AU sec. 411 of the ASB's standards.\29\
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    \29\ In addition, this commenter suggested that U.S. auditing 
standard-setters should work together to achieve consistency on core 
auditing standards that are used by almost all auditors of U.S. 
entities. This commenter also suggested that if the Board continues 
issuing its own standards for audits of public companies, it should 
adopt alternative numbering/referencing schemes in order to reduce 
confusion between its interim standards and the AICPA standards. The 
Board is considering these comments as it seeks to make continuous 
improvements to its standard-setting and other programs.

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[[Page 45503]]

    The Board believes that the amendments to AU sec. 411 are 
consistent with the Board's objective of removing the GAAP hierarchy 
from the auditing standards, and retaining, or providing, direction 
necessary for audits of public companies. The significant differences 
between the ASB's amendments to its AU sec. 411 and the Board's 
amendments primarily are related to sources of GAAP for governmental 
entities and direction on the application of accounting principles, 
which the Board did not believe was appropriate for inclusion in the 
proposed amendments. In addition, the Board deleted references to Rule 
203 of the AICPA's Code of Professional Conduct. Rule 203 prohibits 
auditors from expressing an opinion on financial statements that do not 
conform to GAAP unless the auditor can demonstrate that due to unusual 
circumstances the financial statements would have been misleading 
without departing from GAAP. In 2003, when the Board adopted certain 
AICPA rules and ASB standards as interim Board standards, the Board did 
not adopt Rule 203. Consistent with that action, the proposed 
amendments did not include a reference to Rule 203.
Section-by-Section Description of Amendments to the Interim Auditing 
Standards
    In addition to proposing an auditing standard on evaluating 
consistency of financial statements, the Board also proposed amendments 
to other interim auditing standards and related interpretations. The 
following sections describe key aspects and elements of the amendments 
to the standards and interpretations, comments received, and changes 
incorporated in the final amendments.
AU Sec. 410, Adherence to Generally Accepted Accounting Principles
    The Board proposed to delete AU sec. 410.02 which discussed the 
meaning of ``generally accepted accounting principles'' and included 
other matters that are addressed elsewhere in the standards. However, 
some commenters suggested that, to improve clarity, AU sec. 410 should 
retain the sentence in existing AU sec. 410.02 which states that the 
``first standard is construed not to require a statement of fact by the 
auditor but an opinion.''
    The Board agreed that, when viewed alone, the first standard of 
reporting, contained in AU sec. 410.01, does not provide a complete 
description of the auditor's responsibilities related to fair 
presentation in conformity with GAAP. However, the first standard of 
reporting combined with the fourth standard clearly indicates that the 
auditor is providing a statement of an opinion and not a statement of 
fact. The fourth standard of reporting provides that the auditor's 
report shall contain either an expression of opinion regarding the 
financial statements taken as a whole, or an assertion to the effect 
that an opinion cannot be expressed. To emphasize that the first and 
fourth reporting standards must be read together, the Board is 
including the fourth standard of reporting in the final amendment to AU 
sec. 410. However, as proposed, the prior statement on the meaning of 
``generally accepted accounting principles'' has been deleted from AU 
sec. 410.02.
AU Sec. 411, The Meaning of Present Fairly in Conformity With Generally 
Accepted Accounting Principles
    The Board proposed to delete AU sec. 411.02, which was a detailed 
description of GAAP, and AU secs. 411.05, .07 and .09-.15, which 
described the application of the GAAP hierarchy. The Board proposed to 
replace the description of GAAP in AU 411.02, with a statement that 
GAAP refers ``to the accounting principles recognized in the standards 
of the Financial Accounting Standards Board or in the standards of any 
other standard-setting body recognized by the U.S. Securities and 
Exchange Commission.''
    However, commenters had concerns about the proposal. One commenter 
noted that the SEC might allow companies to file a financial statement 
prepared in conformity with international financial reporting standards 
(``IFRS'') but not recognize the International Accounting Standards 
Board, which issues IFRS, as a standard-setting body. Another commenter 
suggested that to avoid potential confusion by users, the Board should 
acknowledge that there are other sources of GAAP for entities other 
than public companies.
    In response to these comments, the Board decided to modify its 
proposed amendment of AU 411. It deleted AU sec. 411.02, which 
described GAAP, and revised AU sec. 411.01 to indicate that the auditor 
should look to the requirements of the SEC for the company under audit 
to identify the accounting principles that are applicable to that 
company. This change should also clarify that the standard is focused 
only on the accounting principles that may be used for purposes of the 
federal securities laws. Other accounting principles may apply to 
financial statements prepared for other purposes or by entities that 
are not issuers. The Board also modified AU 411.01 to better emphasize 
that standard's focus on the meaning of the phrase ``present fairly.''
    Finally, as proposed, the Board eliminated AU secs. 411.16 and .17 
which set an effective date and transition requirements that are no 
longer applicable.
AU Sec. 420, Consistency of Application of Generally Accepted 
Accounting Principles
    AU sec. 420 has been superseded by Auditing Standard No. 6, 
Evaluating Consistency of Financial Statements. However, some 
commenters suggested that parts of AU sec. 420 should have been 
incorporated into Auditing Standard No. 6. Commenters suggested that 
guidance on the objective of the consistency standard and the 
relationship of consistency and comparability, matters that may not 
affect consistency, and changes expected to have a material future 
effect provided useful direction.
    The Board believes that it is unnecessary to include the preceding 
direction. The proposed standard clarified that the auditor's report 
should recognize only those matters that require recognition under the 
existing auditing standards--i.e., a change in accounting principle or 
the correction of a material misstatement. The Board does not believe 
it is necessary to list in a standard those matters that do not require 
recognition in the auditor's report. Also, the Board believes that 
paragraph 1 clearly describes the objective of the standard. Paragraph 
2 makes it clear that the standard considers comparability to be 
between periods for the company under audit.
AU Sec. 431, Adequacy of Disclosure in Financial Statements
    AU sec. 431 describes the auditor's responsibilities for evaluating 
the adequacy of disclosures in the financial statements. The amendments 
address two technical matters relating to that section.
    Footnote 1 to AU sec. 431.03 is not consistent with the SEC's 
independence rules regarding non-audit services and therefore has been 
eliminated.

[[Page 45504]]

    AU sec. 431.04 is an application of the AICPA's Code of 
Professional Conduct regarding the disclosure of confidential client 
information. In 2003, when the Board adopted certain AICPA rules and 
ASB standards as interim Board standards, the Board did not adopt Rule 
301. Consistent with that action, the proposed amendments would 
eliminate AU sec. 431.04.
    Some commenters expressed concerns that the proposed elimination of 
AU sec. 431.04 would change the auditor's obligations, or reflected 
Board policy, regarding the use of confidential client information in 
connection with evaluating the adequacy of financial statement 
disclosures. Those commenters generally recognized the limited nature 
of AU sec. 431.04 and acknowledged that, since in 2003 the Board did 
not adopt Rule 301, removing a portion of the interim standards based 
on that rule was a conforming amendment. However, they were concerned 
that the Board's action might be construed as minimizing the auditor's 
responsibilities for maintaining the confidentiality of client 
information.
    The Board is aware that many auditors have legal or professional 
obligations to maintain the confidentiality of client information. 
These requirements arise from the rules of state licensing 
authorities,\30\ the rules of professional organizations such as the 
AICPA and the International Federation of Accountants, and the laws of 
some foreign jurisdictions. The Board's decision to omit Rule 301 from 
its interim standards was based on a determination that incorporation 
of that rule was not necessary to fulfill the Board's mandate under 
Section 103(a)(1) and (3) of the Act. It did not reflect a decision 
that auditor confidentiality requirements imposed by other authorities 
were inappropriate. Similarly, in amending AU sec. 431, the Board seeks 
neither to modify nor to detract from existing confidentiality 
requirements.
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    \30\ For example, confidentiality requirements are included in 
the provisions of the Uniform Accountancy Act, which has been 
enacted in some form by many states.
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Interpretations of the Auditing Standards in AU 400 Sections
    The auditing interpretation in AU sec. 9420.52-.54 has been 
incorporated into Auditing Standard No. 6 and therefore has been 
eliminated, as proposed. The auditing interpretations in AU sec. 9411 
and the remaining auditing interpretations in AU sec. 9420 are 
addressed by the accounting standards and therefore also have been 
eliminated as proposed.\31\
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    \31\ One commenter suggested that some of the auditing 
interpretations should be retained because the guidance is still 
relevant. The Board considered the view of this commenter but 
decided to eliminate the interpretations because other auditing 
standards provided the necessary direction regarding the matter 
addressed in the interpretation, the interpretation dealt with items 
not requiring recognition in the auditor's report, or the 
interpretation was related to an accounting consideration of the 
company.
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AU Sec. 508, Reports on Audited Financial Statements
    In general, the Board has adopted the amendments as proposed. The 
amendments have conformed this interim auditing standard to Auditing 
Standard No. 6 on evaluating consistency and the amendments to AU secs. 
410 and 411, described above. For example, AU sec. 508.16 now 
specifically identifies the matters related to consistency of the 
company's financial statements that should be recognized in the 
auditor's report. Similarly, AU sec. 508.17A provides the requirements 
for evaluating consistency, that also is in paragraph 7 of Auditing 
Standard No. 6. AU secs. 508.17B and C, and AU sec. 508.18A provide 
separate requirements for reporting on changes in accounting principles 
and restatements, as discussed previously.
    In addition, the amendments eliminate AU sec. 508.14-.15. Those 
paragraphs were an application of AICPA Ethics Rule 203, which, as 
previously noted, was not adopted as an interim standard by the 
Board.\32\
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    \32\ One commenter expressed concern about deleting these 
paragraphs and suggested that, if the Board's intent was to delete 
all reference to the AICPA Code of Professional Conduct from the 
Board's interim standards, the Board should indicate the 
professional ethics that auditors should follow when conducting 
audits according to PCAOB standards. The Board's Rules 3500T and 
3600T describe the Board's interim ethics and independence 
standards, respectively. These standards include certain provisions 
from the AICPA's Code of Professional Conduct. In addition, the 
Board has adopted ethics and independence rules concerning 
independence, tax services, and contingent fees. See PCAOB Release 
No. 2005-014 (July 26, 2005). State law and membership organizations 
may impose additional requirements.
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    Finally, in light of the definitions in SFAS No. 154, the 
amendments change references to ``restatements'' to the more general 
term ``adjustments'' to refer broadly to changes to previously issued 
financial statements that may result from either a correction of a 
misstatement or a change in accounting principle.\33\
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    \33\ Some commenters suggested that certain other changes were 
needed to AU sec. 508 or that certain amendments were not necessary. 
For example, some commenters suggested eliminating AU sec. 508.57 
and retaining the original terminology in AU secs. 508.73--.74. The 
Board decided that some of the suggested changes would change 
existing practice, such as the elimination of AU sec. 508.57, and 
were outside the scope of this project. For the others, the Board 
concluded that the amendments were consistent with the direction in 
Auditing Standard No. 6. In addition, one commenter believed that 
there were inconsistencies between the proposed amendments to AU 
sec. 508 and Staff Questions and Answers, Adjustments to Prior-
Period Financial Statements Audited By a Predecessor Auditor. 
However, the Board reviewed the Staff Questions and Answers and did 
not agree that there were inconsistencies with the proposed 
amendments to AU sec. 508.
---------------------------------------------------------------------------

References to APB Opinion No. 20
    In addition, the Board has adopted other amendments to update 
references to APB Opinion No. 20, which was superseded by SFAS No. 154. 
Accordingly the Board amended AU sec. 561, Subsequent Discovery of 
Facts Existing at the Date of the Auditor's Report, footnote 3 to 
paragraph .06, to reference paragraphs 25 and 26 of SFAS No. 154. For 
AU sec. 328, Auditing Fair Value Measurements and Disclosures, footnote 
4 to paragraph .19, the Board referenced paragraph 20 of SFAS No. 157, 
Fair Value Measurements, which states that a change in valuation 
technique or its application is appropriate if the change results in a 
measurement that is equally or more representative of fair value in the 
circumstances. This replaces a reference to the preferability 
requirement in SFAS No. 157 because that requirement does not apply to 
a change in a company's method for determining fair value. Paragraph 20 
is the accounting guidance applicable to a company's change in method 
for determining fair value.
Effective Date
    The standard and amendments will be effective 60 days after 
approval by the SEC.

III. Date of Effectiveness of the Proposed Rule and Timing for 
Commission Action

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the Board consents, the Commission will:
    (a) By order approve such proposed rule; or
    (b) Institute proceedings to determine whether the proposed rule 
should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing,

[[Page 45505]]

including whether the proposed rule is consistent with the requirements 
of Title I of the Act. Comments may be submitted by any of the 
following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://
www.sec.gov/rules/pcaob.shtml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
File Number PCAOB 2008-01 on the subject line.

Paper Comments

     Send paper comments in triplicate to Florence Harmon, 
Acting Secretary, Securities and Exchange Commission, 100 F Street, 
NE., Washington, DC 20549-1090.

All submissions should refer to File Number PCAOB 2008-01. This file 
number should be included on the subject line if e-mail is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/pcaob/
shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule that are filed 
with the Commission, and all written communications relating to the 
proposed rule between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for inspection and copying in the 
Commission's Public Reference Room, on official business days between 
the hours of 10 a.m. and 3 p.m. Copies of such filing will also be 
available for inspection and copying at the principal office of the 
PCAOB. All comments received will be posted without change; we do not 
edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File No. PCAOB-2008-01 and should be 
submitted on or before August 26, 2008.

    By the Commission.
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-17893 Filed 8-4-08; 8:45 am]

BILLING CODE 8010-01-P
