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Remarks before the 35th Annual SEC and Financial Reporting Institute Conference

Wesley R. Bricker, Deputy Chief Accountant

Los Angeles, California

June 9, 2016

The Securities and Exchange Commission, as a matter of policy, disclaims responsibility for any private publication or statement by any of its employees. The views expressed herein are those of the author and do not necessarily reflect the views of the Commission or of the author’s colleagues upon the staff of the Commission.

Introduction

Thank you, Dean [Holder], for the kind introduction and invitation to speak at today’s 35th annual SEC and Financial Reporting Institute Conference.  As has been the case at each of these prior events, today, you will hear from a number of accounting experts — among them staff from the Commission’s Office of the Chief Accountant and Division of Corporation Finance.  You will hear about a number of accounting and financial reporting matters, including those of particular focus for the staff.  
 
Before I continue, let me remind you that for me and all of the SEC staff speaking at this conference, the views expressed are each speaker’s own and not necessarily those of the Commission, the individual Commissioners, or other colleagues on the Commission staff.
 
This morning I would like to talk about ways management, audit committees, auditors, and other constituents can reinforce the credibility, reliability, and usefulness of financial reporting for investors.  I will address:
  • Implementation activities related to the recently issued standards on revenue recognition and leasing;
  • Continued focus on internal control over financial reporting (ICFR);
  • Opportunities to provide input to the Public Company Accounting Oversight Board (PCAOB) regarding its important standard setting activities; and
  • Continued vigilance on the responsibilities for maintaining auditor independence.
Brian Croteau, Deputy Chief Accountant for the Professional Practice Group in OCA, is here today and will address ICFR matters and elaborate on a few of the auditing and audit committee topics in later panel discussions.  Mark Kronforst, Chief Accountant for the Division of Corporation Finance, is also here today and will address the recently issued Compliance and Disclosure Interpretations regarding non-GAAP financial measures.[1]  I look forward to each of the panel discussions today as they will address a number of priorities of the staff.
 
Within each of these areas, there are new and emerging issues to be identified, managed, and overseen by those with financial reporting preparation and oversight responsibilities.  Investors are counting on each of you to fulfill your respective responsibilities for high quality financial reporting.

Implementation activities  

In December, Chair White spoke about the priority of revenue recognition and other new standards.[2]  So I would like to turn first to observations about those activities.
 
I expect the FASB will soon issue a standard for credit impairment of financial instruments.[3]  If issued, the standard will join other recently issued guidance on revenue,[4] leases,[5] and financial instruments classification and measurement,[6] thereby completing the key priorities identified in the FASB and IASB’s 2008 Memorandum of Understanding.[7]  I commend the FASB and IASB’s efforts, through these standard setting activities, to enhance the quality, consistency, and comparability of financial reporting across the globe.  
 
To provide perspective on the magnitude of the transactions addressed by the new revenue and leasing standards, consider the following:
  • In 2014, the S&P 1500 companies, which cover approximately 90% of the U.S. market capitalization, recognized revenue in their financial statements that sums to over $12.8 trillion.[8]  The new revenue standard, when adopted by public companies as early as next year, will enhance the reporting and disclosures for the vast majority of those revenue transactions by providing comprehensive guidance that will apply across industries and registrants, whether domestic or foreign.
  • For leases, the magnitude is also significant.  In 2005, the SEC staff estimated the value of off-balance sheet lease obligations of SEC registrants to total $1.25 trillion.  The new standard, which permits early application and is effective in 2019 for calendar year-end public companies, will enhance transparency of lease obligations and assets by requiring that these previously unrecorded off-balance sheet items generally be reported on the balance sheet.[9]  
Given the pervasiveness of these changes, now is a good time for companies to focus on audit committee and investor outreach and education regarding the effect of the new standards on companies’ financial reporting.[10]  It is also a good time for companies, their audit committees, and their auditors to assess the quality and status of implementation plans so that the implementation of the standards achieves the financial reporting objectives intended by the standard setters.  Without an appropriate allocation of time and resources, companies risk a financial reporting failure along with oftentimes significant, adverse consequences for shareholders.    

Revenue recognition

Chief Accountant Jim Schnurr and I have repeatedly spoken on the topic of revenue recognition, including through prepared remarks on ten separate occasions.[11]  These remarks reflect our individual views about the value of the new standard, the value of communication and disclosure during this implementation phase, and the need for reasonable judgment in order to achieve the objectives of the standard.  We have also highlighted the importance to implementation of the role for audit committee oversight and dialogue with external auditors and to application of ICFR.  Successful implementation requires the engagement of senior management throughout an organization.  If there are individuals within your organization that underestimate the efforts required, or the overall importance of a successful implementation of the new revenue recognition standard, you might consider sharing some of our staff remarks on the topic.
 

Interpretative activities

Given the importance of implementation, my staff continues to actively monitor the profession’s transition efforts including the FASB’s Revenue Transition Resource Group (“TRG”) and the AICPA’s Financial Reporting Executive Committee, among others, to identify the nature and volume of implementation questions and views on those questions.  While I am optimistic that the key practice issues that require standard setting have been identified through the implementation activities of preparers, auditors, and standard setters, I am concerned that other application questions have not yet been fully resolved by the AICPA industry groups or, if needed, presented to the TRG for resolution.  I encourage all constituents to communicate their views timely so that investors, companies, auditors, and regulators can understand and evaluate remaining implementation questions.     
 
To the extent that preparers, industry groups, or other constituents have identified questions but have chosen not to raise them in hopes of preserving their current accounting, let me caution you that auditors, regulators, and others will look to understand those revenue policies and how they are consistent with the principles in the new revenue recognition standard.  It’s just a matter of timing as to when we gain that understanding, whether before or after companies implement the standard.
 
With two TRG meetings tentatively scheduled for the remainder of 2016, the time to escalate implementation questions is now.  The later a registrant or industry group waits, the less opportunity it has to weigh in on the outcome, and the greater the possibility of needing to narrow diversity through subsequent standard setting or, if the principles in the standard were not appropriately applied, through a potential correction in the financial statements. 
 

Recent OCA consultations relating to revenue recognition

The staff in OCA has received consultations from registrants on their particular accounting policies for revenue recognition under the new standard.  In forming our views, the staff considers first the nature, design, and economic substance of the transaction, then the:
  • language in the standard and the related basis for the standard setters’ conclusions;
  • implementation discussions, such as those at the TRG; and
  • objectives expressed in the standard for consistency and comparability.
OCA’s consultations with registrants have addressed the following:
  • The application of the definition of a “contract” within Topic 606.  While a future contract might appear to be likely or even compelled economically or by regulation, in the staff’s view it would be inappropriate to recognize revenue except for a contract with enforceable rights and obligations.
  • The contract combination guidance. The guidance in Topic 606 explicitly limits which contracts may be combined to those with the same customer or related parties of the same customer and OCA objected to a registrant’s planned extension of the contract combination guidance beyond those parties.  
  • The application of the guidance for royalties based on when a report with the amount of revenues earned is received, not when the royalty sale or use occurred.  The standard setters did not provide a lagged reporting exception with the new standard.  Accordingly, I believe companies should apply the sales- and usage-based royalty guidance as specified in the new standard.  The reporting, which may require estimation of royalty usage, should be supported by appropriate internal accounting controls. 

Presentation and disclosure policies

The new revenue standard, as with the current standard, provides presentation and disclosure guidance.  The new standard, for example, requires an analysis of consideration paid to customers or other parties that purchase the entity’s goods or services from the customer to determine when to recognize and how to classify those payments.  A company must support its presentation – whether gross or net – according to the principles in the standard, so that investors can understand the nature of the transactions and relationships represented within the presentation.   
 
While presentation is just one aspect of the new revenue standard, it highlights several key themes as we think about transition. 
  • First, revenue recognition policies should be consistent with the principles in the standard.  Often, this will require a careful evaluation of the:
    • detailed information regarding the specific facts and circumstances within the arrangement;
    • relevant accounting and reporting issues raised;
    • conclusions reached (and basis for those conclusions);
    • analysis of the possible alternative answers considered and rejected;
    • disclosure about the accounting; and
    • any audit committee views on management’s accounting and financial reporting conclusions.
  • Second, the guidance has changed.  Existing revenue recognition was primarily a risk and rewards based model, while the new standard is focused on control.  Companies should not assume their existing conclusions, such as its principal versus agent assessment, will remain unchanged under the amended guidance. 
  • Third, given the possible changes in the accounting determinations, companies will need to design and implement internal controls to evaluate the application of the standard to a company’s specific facts and circumstances. 
  • And finally, I encourage companies to provide useful disclosures to investors with appropriate investor education on the impact of adoption of the new standard.
Speaking of disclosures, the SEC staff has long advised that a registrant should provide transition disclosures to investors of the impact that a recently issued accounting standard will have on its financial statements when that standard is adopted in a future period.[12] 
 
The preparation of the transition disclosures should be subject to effective ICFR and disclosure controls and procedures.  As management completes portions of its implementation plan and develops an assessment of the anticipated impact the standard will have on the company’s financial statements, internal and disclosure controls should be designed and implemented to timely identify relevant disclosure content from the implementation assessments and to ensure, where necessary, that appropriately informative disclosure is made.
 
Investors should expect the level of transition disclosures to increase as a company progresses in its implementation plans and, when necessary, engage with company management to understand these disclosures.

Leasing

Turning to leasing, the FASB’s new standard on leasing will also require careful implementation planning, management, and oversight.
 
Under the new guidance, lessees will recognize an asset and liability for nearly all of their leases.  This requirement is applicable even if the lease is embedded in other arrangements, such as for information processing, outsourcing, and long-term supply contracts.  While current leasing guidance also requires that embedded leases be identified and accounted for separately, the new guidance will require most leases to be accounted for on-balance sheet.  
 
Each lease also needs to be classified as an operating or finance lease.  The classification will determine the specific balance sheet presentation and the expense recognition model, whether straight-line rent expense for an operating lease or uneven expense for a finance lease.
 
As with revenue recognition, I encourage companies to assess the quality and status of implementation plans to achieve the financial reporting objectives intended by the standard setters, while also providing timely investor education on the anticipated effect of the lease standard prior to adoption.

Importance of ICFR

As I mentioned earlier, well-designed controls support the process by which accounting judgments and estimates are made and the resulting quality of the financial reporting.  Our capital markets expect that companies present reliable and complete financial data for investment and policy decision making.  Central to this expectation is that public companies maintain reliable and trustworthy accounting records that are supported by appropriate internal controls.  Being able to represent that an effective system of ICFR is in place and, where appropriate, has been audited by an independent accountant, strengthens public confidence, promotes reliable financial reporting, and encourages investment in our nation’s capital markets.  
 
We are routinely reminded that investors view management’s ICFR assessments, and independent auditors’ attestation on ICFR, as beneficial and important to investor protection.  For these reasons, ICFR remains a high priority for the OCA staff, and we continue to work closely with our colleagues in the Divisions of Corporation Finance and Enforcement to help ensure that ICFR matters are appropriately addressed.  
 
I am very pleased to see the amount of attention that ICFR assessments will be given during this conference, including the ICFR panel discussion to be held later today and will include my colleague, Brian Croteau, Deputy Chief Accountant in OCA.  While I will leave it to the panel to address a number of more specific ICFR matters, I would like to share a few thoughts on several higher-level developments impacting ICFR.
 
As you know, the FASB’s Conceptual Framework for accounting is premised on providing users with relevant financial information that faithfully represents the economics of a transaction.  Management’s ability to consistently exercise sound professional judgment to meet financial reporting objectives depends, to a large degree, on the effective design and operation of ICFR. 
 
In the words of the COSO 2013 Framework,[13] an effective system of ICFR must include a process to identify and assess those internal and external factors that can significantly affect a company’s ability to achieve the objective of reliable financial reporting.  Such factors include the major changes in GAAP that will become effective over the next several years.  While I have said the same relating to revenue, it is important to give current and ongoing consideration to implementing or redesigning controls as necessary in connection with the application of the many new standards. 
 
Such changes in accounting have the potential to significantly impact many important areas of financial reporting and may extend beyond simple tweaks to the process-level control activities.  For example, a key consideration for all issuers should be setting the right “tone at the top” by creating an environment in which management and employees from all relevant levels and areas in the organization can combine their respective expertise in performing the analysis and evaluating alternatives to arrive at well-reasoned professional judgments.  In those situations where material changes are made to ICFR in advance of the adoption of a new standard that also impact current period financial reporting, management has an obligation to disclose such changes in its quarterly filings with the Commission. 
 
ICFR remains a significant area of focus not only for OCA but also for our colleagues in the Divisions of Corporation Finance and Enforcement.  A recent enforcement action against an issuer and several individuals, including company management, the company’s auditors, and a company consultant, for deficient evaluation of the company’s ICFR, demonstrates our coordinated efforts related to ICFR as well as some of the challenges that remain in this area.[14]  From my perspective, there are three important takeaways from that case: 
  • The first is that management has the responsibility to carefully evaluate the severity of identified control deficiencies and to report, on a timely basis, all identified material weaknesses in ICFR.  Any required disclosure should allow investors to understand the cause of the control deficiency and to assess the potential impact of each for disclosure as a material weakness.
  • The second is the importance of maintaining, or augmenting with, competent and adequate accounting staff resources to keep books, records, and accounts that accurately reflect the company's transactions and to maintain internal accounting controls designed to ensure that company transactions are recorded in accordance with management's authorization and in conformity with GAAP.  Qualified accounting resources will be of vital importance in connection with the adoption of the new accounting standards that I mentioned earlier.
  • And finally, management has to take responsibility for its assessment of ICFR.  That responsibility cannot be outsourced to third party consultants.  At the same time, third party consultants have obligations to uphold when assisting management in its evaluation of ICFR.
Opportunities for improvement related to ICFR assessments are also reflected in the fact that the PCAOB continues to identify frequent deficiencies in the audits of ICFR.  OCA staff continues to encourage all stakeholders to take a broader view of the PCAOB inspection findings.[15]  The ICFR auditing issues identified by the PCAOB may not be just a problem of audit execution but rather, at least in part, be indicative of deficiencies in management’s controls and assessments.
 
Notwithstanding the need for continued improvement in the assessments and reporting of ICFR by both management and auditors, both the PCAOB and the SEC staff are keenly aware of the ongoing discussions regarding the impact of some of the changes made by audit firms to their audit methodologies, policies, and procedures in response to the PCAOB inspection findings in this area.
 
In 2015, the PCAOB, with SEC staff observing, conducted a number of outreach meetings with preparers, auditors, and other constituents to better understand the concerns of the various groups regarding the ICFR assessments by companies, their interaction with the audits of ICFR, and related inspection findings of the PCAOB.  The staff continues to encourage regular discussions among management, auditors, and audit committees on existing and emerging issues in assessments of ICFR.  This appears to be particularly important for matters such as changes being made to the firm’s audit approach and methodology, assessment of risks for the audit, and selection of relevant controls to be tested and relied on by the auditors in the context of the existing guidance from the SEC and the PCAOB.
 
With the 2015 financial reporting season behind us, the staff has recently reengaged with the various stakeholders in order to assess progress on the issues previously discussed and to stay informed of new issues that might have emerged.  Much of what we have heard thus far tends to be fact specific and necessitates a focused discussion, but Brian Croteau will share some additional information with respect to this ongoing outreach on the later panel. 
 
While the staff has heard of some success stories that could be attributed to greater communication among auditors, management, and audit committees, it appears that the steps outlined last year[16] have not yet in all instances yielded the full level of potential benefits.  Undoubtedly, this is due, at least in part, to the timing of our outreach and communications, which took place in late 2015 when much of the audit planning and ICFR assessment work had already been completed.  Therefore, I would like to encourage all of you to engage in audit planning and risk assessment discussions now as it relates to the current year audit.  There is no doubt in my mind that an effective dialogue around ICFR will ultimately lead to more reliable financial reporting for the benefit of investors.
 
It is clear that investors view ICFR assessments as beneficial and important to investor protection.  Therefore, the staff remains sharply focused on overseeing the requirements for ICFR assessments and reporting and is committed to resolving any challenges that may remain in this area.

PCAOB standard setting

I would like to now turn to the PCAOB and its role in enhancing the credibility of public company financial reporting.  The PCAOB’s inspections program has undoubtedly played an important role in improving the quality of independent audits over the past several years.  While the inspection program is an essential element of the Board’s oversight work, inspections have the natural limitation of only being able to identify, report, and require remediation of deficiencies in auditors’ performance that have already taken place.  While there is certainly an element of learning that comes with an inspection experience that should inform auditors’ future performance, inspections cannot fully achieve their objective without the complement of rigorous and high-quality auditing standards that keep pace with the evolution in financial reporting.
 
Over the past couple of years, Commissioners and staff alike have spoken[17] about the need for the PCAOB to take a fresh look at its standard setting process with the objective of making more significant progress on some important longstanding projects on the Board’s standard setting agenda.  These projects include, among others, auditing standards in the area of accounting estimates, including fair value measurements, auditors’ use of the work of specialists, and use of other auditors.  There is also important work to be done to modernize the PCAOB’s existing quality control standards.  Investors are counting on the continued development and maintenance of a set of high-quality standards that establish the expectations for auditor performance.
 
Over the past year, the PCAOB has undertaken significant efforts to evaluate and re-design its standard setting process.  Those efforts have included, among others, the Board retaining the services of an external consultant to take an independent look at its existing processes.  The staff has already seen encouraging results from some of the initial changes as a result of these efforts.  Overall, I commend the PCAOB for its commitment to high-quality auditing standards.
 
One natural outcome of the Board’s review of its standard setting process should be increased transparency into the PCAOB’s work and more opportunities for stakeholder input throughout the lifecycle of a standard setting project.  I believe the standard setting process of the PCAOB, or any standard setting body for that matter, can benefit greatly from increased engagement of all relevant stakeholder groups in a process that is transparent and supports open communication regarding a diversity of viewpoints. 
 
Additionally, based on comments made by Marty Baumann, the PCAOB’s Chief Auditor, during a recent meeting of the PCAOB’s Standing Advisory Group, it appears that in redesigning its standard setting approach, the Board is appropriately focused on establishing processes that will help it to timely identify, understand, and address the implications to audit quality of new and emerging risks.[18]  These risks include the impact of changes in technology and the growing use of big data on the manner in which audits are conducted – that is, risks that are inherent in the dynamic environment in which today’s public companies operate.  Other risks may emerge as a result of business or regulatory trends, such as continuously evolving accounting frameworks, new business models, ever more complex transactions, and continued globalization.  In order to preserve and, where necessary, strengthen the quality of independent audits in the years to come, it is essential to ensure that auditing standards are appropriately responsive to these developments.

Independence

Finally, investor confidence in financial reporting is highly dependent on auditors’ commitment to maintaining independence from issuers.  Auditor independence lies at the very foundation of the profession and is necessary to maintain auditors’ objectivity and lend credibility to the fair presentation of the financial statements.
 
When speaking about independence, the staff often emphasizes that it is important for auditors to remain independent of issuers in both fact and appearance.  Indeed, in today’s world, where quick headlines spread within seconds through a multitude of alternative media outlets, being perceived as independent may be every bit as important as consistently remaining independent in fact.
 
While compliance with the letter of the law and the specific restrictions delineated in the Commission’s Rule 2-01(c)[19] are critical to auditor independence, it is equally important to consider the general standard and the fundamental principles of auditor independence and investors’ perception.  Reflecting on the staff’s experiences with recent issuer and auditor consultations as well as enforcement investigations, I encourage all of you to consider the services and relationships between issuers and auditors and their potential impact on independence more broadly.  Consider, for example, whether the services or relationships:
  • Create a mutual or conflicting interest between the auditor and the audit client;
  • Place the accountant in a position of being an advocate for the audit client;
  • Place the accountant in the position of auditing its own work; or
  • Result in the accountant acting as management or an employee of the audit client.
The last two points potentially will be of increased importance in connection with companies’ implementation of the new accounting standards that I mentioned earlier.  As companies make changes in their systems, processes, and controls, auditors should be careful not to assume the role of management in re-designing these elements of the companies’ financial reporting infrastructure.[20]
 
Business and close personal relationships between an auditor and its issuer audit client, including the issuer’s affiliates and other associated parties, are another good example of an area that could generate serious questions about an audit firm’s independence.  This is, at least in part, due to the natural tension that exists between an audit firm’s desire to build a good working relationship with management at its audit client and the need to avoid situations that may lead outsiders to question the auditor’s independence.  Similarly, independence conflicts may also arise as a result of an audit firm’s pursuit of its otherwise legitimate business strategies, such as pursuing marketing alliances.
 
While Rule 2-01[21] lists explicit types of relationships between the auditor and the audit client that are independence impairing, the Commission’s rules and guidance did not identify all circumstances that might bear on the auditor’s independence.  Therefore, it is particularly important for auditors, management, and audit committees to be continually cognizant of other circumstances that might bear on independence and evaluate them against the fundamental principles that I mentioned a moment ago. 
 
Audit firms should also have sufficient training, policies, and procedures in place to provide the firm personnel with appropriate guidance for maintaining independence in fact and appearance in all required situations.  Given the complexity of some of the judgments involved, auditor independence is a shared responsibility among auditors, audit committees, and management.  Accordingly, I believe it is equally important for management and audit committees to have appropriate policies and procedures in place that are consistently executed to promote a thorough identification and evaluation of potential auditor independence conflicts.  I encourage you to continue consulting with the staff in OCA as you find appropriate, as we have specific staff members who specialize in addressing questions on independence matters.
 
Lastly, I mentioned the important role that audit committees play in the oversight of auditor independence.  Assessing auditor independence is an important aspect of the auditor oversight responsibilities, which have been vested in audit committees since the Sarbanes Oxley Act of 2002.[22]  Under its provisions, audit committees of listed companies are directly responsible for the appointment, compensation, and oversight of the work of any registered public accounting firm employed by the issuer.
 
As you have heard in other forums,[23] investors appear to be keenly interested in learning more about how audit committees discharge these and other responsibilities vested in them.  In this respect, the SEC staff continues to evaluate the feedback received on the Commission’s concept release regarding possible revisions to audit committee disclosures.[24]  The staff also monitors the trends in additional voluntary disclosures made by audit committees of some issuers and considers how rules of the Commission could best facilitate disclosure of additional information sought by investors.

Conclusion

In closing, I look forward to working with the accounting profession as we collectively embark on this period of change and implementation.  Within each of the areas that will be discussed today, there are new and emerging issues to be identified, managed, and overseen by those with financial reporting preparation and oversight responsibilities.  Investors are counting on each of you to fulfill your respective responsibilities for high-quality financial reporting.
 
Thank you for your kind attention and I look forward to discussing these matters further later in the session.
 
[1] See Non-GAAP Financial Measures, Questions and Answers of General Applicability available at: https://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.
[2] See Keynote Address at the 2015 AICPA National Conference: “Maintaining High-Quality, Reliable Financial Reporting: A Shared and Weighty Responsibility” December 9, 2015 – Chair Mary Jo White, available at: https://www.sec.gov/news/speech/keynote-2015-aicpa-white.html.
[3] Proposed Accounting Standards Update, Financial Instruments-Credit Losses (Subtopic 825-15).  See http://www.fasb.org/cs/ContentServer?c=FASBContent_C&pagename=FASB%2FFASBContent_C%2FNewsPage&cid=1176168101253.
[4] Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606).
[5] Accounting Standards Update No. 2016-02, Leases (Topic 842).
[6] Accounting Standards Update No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.
[7] See the 2008 Memorandum of Understanding available at: http://www.fasb.org/jsp/FASB/Document_C/DocumentPage&cid=1175801856967 as well as “The Norwalk Agreement” available at http://www.fasb.org/jsp/FASB/Document_C/DocumentPage&cid=1218220086560.
[8] Amount represents total sales reported for fiscal year 2014 by the S&P 1500 index companies.  See http://us.spindices.com/indices/equity/sp-composite-1500.  This number does not reflect the impact of the new standard including, for instance, the potential recognition of revenue that is deferred under the current guidance.
[9] See Report and Recommendations Pursuant to Section 401(c) of the Sarbanes-Oxley Act of 2002 On Arrangements with Off-Balance Sheet Implications, Special Purpose Entities, and Transparency of Filings by Issuers available at http://www.sec.gov/news/studies/soxoffbalancerpt.pdf as well as FASB Understanding Costs and Benefits, ASU: Leases (Topic 842) available at: http://www.fasb.org/cs/ContentServer?c=Document_C&pagename=FASB%2FDocument_C%2FDocumentPage&cid=1176167901882.
[10] See Remarks before the 2016 Baruch College Financial Reporting Conference, May 5, 2016 – Wesley R. Bricker, Deputy Chief Accountant, available at: https://www.sec.gov/news/speech/speech-bricker-05-05-16.html.
[11] Remarks before the 2016 Baruch College Financial Reporting Conference, May 5, 2016 – Wesley R. Bricker, Deputy Chief Accountant, available at: https://www.sec.gov/news/speech/speech-bricker-05-05-16.html;
Remarks before the 12th Annual Life Sciences Accounting and Reporting Congress, March 22, 2016 – James V. Schnurr, Chief Accountant, available at: https://www.sec.gov/news/speech/schnurr-remarks-12th-life-sciences-accounting-congress.html;
Remarks before the 2015 AICPA Conference on Current SEC and PCAOB Developments, December 9, 2015 – Wesley R. Bricker, Deputy Chief Accountant, available at: https://www.sec.gov/news/speech/bricker-remarks-2015-aicpa-conference-sec-pcaob-developments.html;
Remarks Before the 2015 AICPA National Conference on Current SEC and PCAOB Developments, December 9, 2015 – James V. Schnurr, Chief Accountant, available at: https://www.sec.gov/news/speech/schnurr-remarks-aicpa-2015-conference-sec-pcaob-developments.html;
Remarks Before the UCI Audit Committee Summit, October 23, 2015 – James Schnurr, Chief Accountant, available at: https://www.sec.gov/news/speech/schnurr-speech-uci-audit-committee-summit.html;
Remarks at the Bloomberg BNA Conference on Revenue Recognition, September 17, 2015 — Wes Bricker, Deputy Chief Accountant, available at: http://www.sec.gov/news/speech/wesley-bricker-remarks-bloomberg-bna-conf-revenue-recognition.html;
Remarks at the AICPA National Conference on Banks and Savings Institutions, September 17, 2015 – James Schnurr, Chief Accountant, available at: https://www.sec.gov/news/speech/schnurr-remarks-aicpa-national-conf-banks-savings-institutions.html;
Remarks at the 34th Annual SEC and Financial Reporting Institute Conference, June 5, 2015 – James Schnurr, Chief Accountant, available at: https://www.sec.gov/news/speech/remarks-34th-sec-financial-reporting-institute-conference.html;
Remarks before the 2015 Baruch College Financial Reporting Conference, May 7, 2015 – James Schnurr, Chief Accountant, available at: https://www.sec.gov/news/speech/schnurr-remarks-before-the-2015-baruch-college-financial-reporti.html;
Remarks before the 2014 AICPA National Conference on Current SEC and PCAOB Developments, December 8, 2014 – James Schnurr, Chief Accountant, available at: https://www.sec.gov/News/Speech/Detail/Speech/1370543609306.
[12] See SEC Staff Accounting Bulletin (SAB) No. 74 (Topic 11:M), Disclosure of the Impact that Recently Issued Accounting Standards Will Have on the Financial Statements of the Registrant When Adopted in a Future Period.
[13] See Internal Control – Integrated Framework, published by the Committee of Sponsoring Organizations of the Treadway Commission (May 2013) (“COSO 2013 Framework”), available at: www.coso.org/IC.htm.
[14] See SEC Press Release 2016-48, SEC Charges Company and Executives for Faulty Evaluations of Internal Controls (Mar. 10, 2016), available at https://www.sec.gov/news/pressrelease/2016-48.html.
[15] See Remarks Before the 2015 AICPA National Conference on Current SEC and PCAOB Developments, December 9, 2015 – James V. Schnurr, Chief Accountant, available at: https://www.sec.gov/news/speech/schnurr-remarks-aicpa-2015-conference-sec-pcaob-developments.html.
[16] See, for example, Remarks before the 2015 AICPA National Conference on Current SEC and PCOAB Developments, December 9, 2015 – Brian T. Croteau, Deputy Chief Accountant, available at: https://www.sec.gov/news/speech/croteau-2015-aicpa.html.  
[17] See, for example, Remarks before the 2014 AICPA National Conference on Current SEC and PCAOB Developments, December 8, 2014 – James Schnurr, Chief Accountant, available at: https://www.sec.gov/News/Speech/Detail/Speech/1370543609306; Remarks before the 2014 AICPA National Conference on Current SEC and PCAOB Developments, December 8, 2014 – Brian Croteau, Deputy Chief Accountant, available at http://www.sec.gov/News/Speech/Detail/Speech/1370543616539; and Statement at Open Meeting on the PCAOB Proposed Budget and Accounting Support Fee for 2015, February 4, 2015 – Chair Mary Jo White,  available at: http://www.sec.gov/news/statement/2015-spch020415mjw.html.
[18] PCAOB Standard Advisory Group Meeting, May 18-19, 2016: https://pcaobus.org/News/Events/Pages/SAG-meeting-May-2016.aspx.
[19] See Rule 2-01(c) of Regulation S-X.
[20] See Remarks Before the 2015 AICPA National Conference on Current SEC and PCAOB Developments, December 9, 2015 – Michael W. Husich, Senior Associate Chief Accountant, available at: https://www.sec.gov/news/speech/husich-remarks-2015-aicpa-conference-sec-pcaob-developments.html.
[21] See Rule 2-01 of Regulation S-X.
[22] See Section 301 of the Sarbanes Oxley Act of 2002.
[23] See, for example, Keynote Address at the 2015 AICPA National Conference: “Maintaining High-Quality, Reliable Financial Reporting: A Shared and Weighty Responsibility” December 9, 2015 – Chair Mary Jo White, available at: https://www.sec.gov/news/speech/keynote-2015-aicpa-white.html.
[24] SEC Release No. 33-9862, Possible Revisions to Audit Committee Disclosures (July 1, 2015) [80 FR 38995], available at: http://www.sec.gov/rules/concept/2015/33-9862.pdf.