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U.S. Securities and Exchange Commission

SEC Announces Actions for Issuers in Light of Indictment of Arthur Andersen LLP


Washington, DC, March 14, 2002 — The Securities and Exchange Commission announced today that it has approved necessary and immediate regulatory actions to assure a continuing and orderly flow of information to investors and U.S. capital markets and to minimize any potential disruptions that may occur as a result of the indictment of Arthur Andersen LLP.

The Commission has requested and received assurances from Andersen that it will continue to audit financial statements in accordance with generally accepted auditing standards (GAAS) and applicable professional and firm auditing standards, including quality control standards. Andersen has also told the Commission that if it becomes unable to continue to provide those assurances, it will advise the Commission immediately.

Issuers whose audits are completed by Andersen after March 14, 2002, must obtain from Andersen certain representations concerning audit quality controls, including representations regarding the continuity of Andersen personnel working on the audit, the availability of national office consultation, and the availability of personnel at foreign affiliates of Andersen to conduct relevant portions of the audit. So long as Andersen continues to be in a position to provide those assurances, the Commission will continue to accept financial statements audited by Andersen in filings.

In addition, the Commission has taken action for those Andersen clients that are unable to receive services from Andersen to complete their audits or who choose not to have Andersen complete audits that currently are in process. The Commission will require adherence to existing filing deadlines, but will accept filings that include unaudited financial statements from any issuer unable to provide timely audited financial statements because of the cessation of its audit relationship with Andersen. Issuers electing this alternative will generally be required to amend their filings within 60 days to include audited financial statements. The Commission has taken similar actions regarding reviews of interim financial statements.

The relief is intended to minimize disruption to the U.S. capital markets and the affected issuers while those issuers complete certain pending or future filings, offerings and other activities. This relief is procedural in nature, is of finite duration, and is intended solely to address timing constraints and temporary disruptions that the affected issuers may face. The Commission has been in contact with the self-regulatory organizations to assure that they will take a similar approach.

The Commission emphasizes that companies should make their own independent decisions regarding completion of current audits and that these actions are intended only to provide neutral flexibility for companies as they make those decisions. Consistent with this approach, the Commission's actions do not apply to audits by Andersen that have been completed.

The full package of actions taken by the Commission will be published in a separate release.

Issuers, investors, and other market participants are encouraged to contact Commission staff at the hotline numbers listed below if they have questions.

  • Investors with questions can call a special hotline maintained by the Commission's Office of Investor Education at 1-800-SEC-0330 or e-mail the office at help@sec.gov.
  • Issuers with questions regarding Securities Act or Exchange Act filings can call the Division of Corporation Finance's hotline at 202-942-2816 or e-mail the Division at cfhotline@sec.gov.
  • Auditors with transition questions can call the Office of the Chief Accountant at 202-942-4400 or e-mail the office at oca@sec.gov.
  • For questions regarding broker-dealers, self-regulatory organizations, and transfer agents, please call the Division of Market Regulation's hotline at 202-942-0069 or e-mail the Division at marketreg@sec.gov.
  • For questions regarding investment companies, investment advisers or public utility holding companies, please call the Division of Investment Management's hotline at 202-942-0590 or e-mail the Division at IMOCA@sec.gov.



Modified: 03/15/2002