
[Federal Register Volume 79, Number 225 (Friday, November 21, 2014)]
[Rules and Regulations]
[Pages 69373-69374]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-27618]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 211

[Release No. SAB 115]


Staff Accounting Bulletin No. 115

AGENCY: Securities and Exchange Commission.

ACTION: Publication of Staff Accounting Bulletin.

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SUMMARY: This staff accounting bulletin rescinds portions of the 
interpretive guidance included in the Staff Accounting Bulletin Series 
in order to make the relevant interpretive guidance consistent with 
authoritative accounting guidance and Securities and Exchange 
Commission rules and regulations. Specifically, the staff is updating 
the Series in order to bring existing guidance into conformity with a 
recent consensus of the Financial Accounting Standards Board Emerging 
Issues Task Force, Accounting Standards Update No. 2014-17--Business 
Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB 
Emerging Issues Task Force).

DATES: Effective Date: November 21, 2014.

FOR FURTHER INFORMATION CONTACT: Christopher D. Semesky, Professional 
Accounting Fellow, Office of the Chief Accountant, at (202) 551-7678, 
or Todd E. Hardiman, Associate Chief Accountant, Division of 
Corporation Finance, at (202) 551-3516, 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 Division of Corporation 
Finance and the Office of the Chief Accountant in administering the 
disclosure requirements of the Federal securities laws.

    Dated: November 18, 2014.
Brent J. Fields,
Secretary.

PART 211--[AMENDED]

    Accordingly, Part 211 of Title 17 of the Code of Federal 
Regulations is amended by adding Staff Accounting Bulletin No. 115 to 
the table found in Subpart B.

Staff Accounting Bulletin No. 115

    This staff accounting bulletin rescinds portions of the 
interpretive guidance included in the Staff Accounting Bulletin Series 
in order to make the relevant interpretive guidance consistent with 
current authoritative accounting and auditing guidance and Securities 
and Exchange Commission (``Commission'') rules and regulations. 
Specifically, the staff is updating the Series in order to bring 
existing guidance into conformity with a recent consensus of the 
Financial Accounting Standards Board Emerging Issues Task Force, 
Accounting Standards Update No. 2014-17--Business Combinations (Topic 
805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task 
Force) (ASU No. 2014-17).
    The following describes the changes made to the Staff Accounting 
Bulletin Series that are presented at the end of this release:

1. Topic 5: Miscellaneous Accounting

    a. Topic 5.J is removed. This topic provided guidance on the 
application of the ``push down'' basis of accounting in the separate 
financial statements of entities acquired in purchase transactions. 
Under this guidance, when a purchase transaction results in an entity 
becoming substantially wholly owned,\1\ a new basis of accounting 
should be established in the acquired entity's financial statements to 
reflect the acquirer's basis in the purchased assets and liabilities. 
Further, this guidance indicates circumstances when an acquired 
entity's financial statements should reflect the acquirer's debt, 
related interest expense, and allocable debt issuance costs, when the 
acquirer borrows funds to acquire substantially all of the common stock 
of the acquired entity. ASU No. 2014-17 establishes new guidance on the 
recognition of a new accounting basis. That guidance provides an option 
to apply ``push down'' accounting in the separate financial statements 
of an acquired entity upon the occurrence of an event in which an 
acquirer obtains control of the acquired entity. In addition, any 
acquisition-related debt incurred by the acquirer would be recognized 
in the acquired entity's separate financial statements only if the 
acquired entity is required to recognize a liability for the debt in 
accordance with other applicable U.S. generally accepted accounting 
principles.
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    \1\ As defined in Rule 1-02(aa) of Regulation S-X.
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    Accordingly, the staff hereby amends the Staff Accounting Bulletin 
Series as follows:



[[Page 69374]]


    Note: The text of SAB 115 will not appear in the Code of Federal 
Regulations.

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TOPIC 5: MISCELLANEOUS ACCOUNTING

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J. Removed by SAB 115

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[FR Doc. 2014-27618 Filed 11-20-14; 8:45 am]
BILLING CODE 8011-01-P


