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U.S. Securities and Exchange Commission

Speech by SEC Staff:
SEC Update:
Transparent Financial Reporting and Disclosures

Remarks by

by Lynn E. Turner

Chief Accountant
U.S. Securities & Exchange Commission

Interagency Accounting Conference
Denver, Colorado

April 3, 2001

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 Mr. Turner and do not necessarily reflect the views of the Commission, the Commissioners, or other members of the Commission's staff.

I want to thank Bob Storch and the rest of the staff at the FDIC for inviting me to this important conference. It is great to be back in Colorado, and I welcome the opportunity to speak to the banking agencies' accounting specialists and field examiners.

Before I continue, I must remind you that the Commission, as a matter of policy, disclaims responsibility for any statement of its employees. Therefore, the views I express here today are my own, and do not necessarily reflect the views of the Commission or other members of the staff.

I was asked if I would like to share with you some of the views, concerns, and plans of the SEC staff as we work to assure that investors are receiving transparent, high quality financial reporting and disclosures. As you are no doubt aware, in times of fluctuating markets and uncertain economic trends, transparency and financial reporting quality take on even greater importance. As we all know too well from the past, including our experiences here in the US, in the Asian market, and with the Long-Term Capital Management crisis, it is important for financial institutions of all types, including banks, securities firms, insurance companies, and finance companies, to provide complete, clear transparent information to investors, depositors, and regulators on a global basis. We believe it is important that the financial reporting and disclosures reflect, on a timely basis, the underlying economics of the transactions in which these institutions are engaged. For example, as a lender's credit portfolio deteriorates or improves, we believe investors and depositors should see that information clearly reflected in both the financial reporting and disclosures. In addition, the disclosures in filings provided to investors, the capital markets, and regulators should clearly state, in plain English, the business and economic risks the institutions currently have, face, and are managing.

Focus on Annual Reports

Although many people are concerned about the recent activity in the stock markets, recent conditions have resulted in one benefit for the SEC staff and for investors: a renewed focus on reviewing periodic filings. A significant drop in the number of initial public offerings has occurred given the current market conditions. As opposed to the past few years when the staff was busy reviewing initial public offerings to ensure timely access to the markets for those seeking capital, this year the staff expects much more of its time will be spent on the reviews of Annual Reports on Form 10-K.

To assist companies and their auditors in preparing this year's Annual Reports on Form 10-K, the staff issued to the public its Annual Audit Risk Alert letter last October. It is available on the website at www.sec.gov/info/accountants/staffletters/audrsk2k.htm. I believe you will find it addresses many of the issues I am discussing today. I will also note we recently sent a letter to the top eight accounting firms reiterating the comments in the audit risk alert letter and the requirements in GAAP and the SEC's disclosure requirements for restructuring charges and asset impairments.

Transparent Disclosures

As you might expect, the staff this year will focus on the timeliness, completeness, transparency, and quality of financial disclosures being made in filers' financial statements, Management's Discussion and Analysis (MD&A), and Description of Business included in Annual Reports. In general, registrants should ensure those disclosures provide investors with the ability to see the company through the "eyes of management." The disclosures should reflect, in a timely manner, the actual economic results and trends in operations and liquidity of the business, and the industry and environment in which it is operating.

Management's Discussion and Analysis

Last November, Jackson Day from our office spoke at the AICPA's National Conference on Banks and Savings Institutions. He mentioned several recent developments in the economy and business environment that financial institution registrants might want to consider discussing in the MD&A section of their annual reports. Undoubtedly, you will be focusing on similar types of information when conducting your examinations or reviewing a financial institution's financial reports. These include:

  • Changes in interest rates;
  • Potential credit deterioration in loan portfolios;
  • Participation in highly leveraged transactions that can significantly increase a lender's exposure to risk associated with changes in the borrower's business, industry, and economic developments;
  • Liquidity or short-term funding issues;
  • Changes in the value of foreign currencies and the U.S. dollar that may impact institutions with significant foreign operations or those companies to which a financial institution has extended credit;
  • Acquisitions by companies of their own stock, which may materially impact trends in earnings per share, and, if financed by incurring debt, may affect companies' liquidity, financial condition, and current and future operations due to increased borrowing costs;
  • Market changes that may affect pension assets and related returns thereon;
  • Changes in trends of revenue growth;
  • Acquisitions of businesses resulting in new segments; and
  • The effect of increasing oil prices on those companies to which a financial institution has extended credit.

Disclosure of Risks and Uncertainties

The profession has established disclosure standards for risks and uncertainties facing a company. They are set forth in Statement of Position (SOP) 94-6, Disclosure of Certain Significant Risks and Uncertainties. The need for transparent disclosures that meet the requirements of the SOP is very real in today's fast moving and quickly changing environment.

For example, the SOP notes that companies must disclose:

  • The relative importance of operations in each business when an entity operates in more than one business and the basis for that determination. This is consistent with the Commission's recent enforcement actions regarding disclosure of segment information. (See, for example, In the Matter of Sony Corporation and Sumio Sano, AAER No. 1061, and In the Matter of W.R. Grace & Co., AAER No. 1140 and related AAER Nos. 1141 and 1142.)
  • Disclosure of estimates when there is (1) a reasonably possibility that the estimate will change in the near term and (2) the effect of the change would be material. The disclosure should indicate the nature of the uncertainty and that there is a reasonable possibility the change will occur. The SOP provides examples of estimates that are particularly sensitive to change, such as those for inventory obsolescence, contingent liabilities, valuation allowances, deferral of costs, and long-term contracts.
  • Vulnerability to concentrations associated with customers, suppliers, product lines, or market and geographic operations.

I have strongly encouraged all companies and their auditors to focus on this important guidance. The disclosures need to be consistent with disclosures to analysts, to the board of directors, with budgets and business plans, with monthly operating results and key indicators such as changing industry and market trends, sales to top 10 customers, and orders placed with suppliers. All of this information also needs to be consistent with Management's Discussion and Analysis disclosures to investors and to the capital markets.

Market Risk Disclosures

Let me say a few words about market risk disclosures, as this is an area for special focus in filing reviews. Financial volatility has become a permanent feature of the environment. Whether or not a registrant uses derivatives, its investors need to understand how it is likely to be affected by changes in interest rates, currency exchange rates, equity prices, or commodity prices. What market risks may affect the company and how are they managed? Companies need to be explicit about their policies and the intended effects of their hedging activities. Describe the extent to which derivatives alter the magnitude, or perhaps even the direction, of exposure relative to a "pure play" on the basic risk in the industry. Describe the company's vulnerability to large swings in risk factors, including potential illiquidity given the rights of counterparties to demand settlement before volatility returns to "normal" levels. Some companies with brilliant hedging programs can face bankruptcy nearly overnight because the cash needed to keep their hedges rolling during a market "hiccup" isn't there. Disclosure responsive to Item 305 of Regulation S-K need not be obscure or voluminous in order to be accurate and informative.

Credit Risk

Given the current set of economic forecasts, disclosures about credit risk also will be read closely by investors and the SEC staff. Which of the registrant's counterparties are giving rise to credit risk? Are there concentrations of credit risk exposures with respect to individual parties, industry groups, geographical areas, income classes or other groups that may be similarly affected by environmental factors? What changes in the environment, or in the company's credit terms, customer profile, or policies or procedures, may affect loss experience? Expect the SEC staff to look for the financial statement disclosures specified by FASB Statement No. 114, Accounting by Creditors for Impairment of a Loan (SFAS No. 114), as amended by SFAS No. 118, concerning the loan loss allowance, and for disclosures specified by FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments (SFAS No. 107), as amended by SFAS No. 133, for concentrations of credit risk. Also expect the staff to look for the disclosures required by Industry Guide 3, Statistical Disclosure by Bank Holding Companies, about loans, including risk elements of the loan portfolio and the summary of loan loss experience.

It is important that all of these disclosures are consistent and are appropriately documented in the company's books and records. Obviously, there should be internal accounting controls that result in timely recognition and disclosure in the financial statements of changing credit risks, as they occur – not before or after. It is also important that the financial reporting is consistent with the information presented to boards of directors, audit committees, and in the monthly management and financial operating reports.

"Shipley Group" Report

Earlier this year, the private sector Working Group on Public Disclosure (commonly referred to as the "Shipley Group") issued a report recommending several enhancements to public disclosure for large banking organizations and securities firms in the areas of credit and market risk. I recently sent a letter to the major accounting firms encouraging them to discuss this report with their audit clients.

The Working Group was established by the Federal Reserve Board in April 2000 to develop options for improving the public disclosure of financial information by banking and securities organizations. The Office of the Comptroller of the Currency and the Commission participated with the Federal Reserve Board in support of that effort.

In its report, the Working Group recommended several specific practices to enhance current disclosures. These include quarterly disclosure of some market risk information now disclosed annually, and enhanced quarterly disclosures about credit concentrations and credit quality of portfolios. In particular, the Working Group recommended that firms disclose:

(1)Aggregate high, average and low trading value-at-risk (VAR) over the quarter;
(2)High, average, and low trading VAR by major risk category (e.g., fixed income, currency, commodity and equity) over the quarter, including diversification effects;
(3)Quantification of how well market risk models performed (e.g., histogram of daily trading revenues compared to average VAR over the quarter);
(4)Current credit exposures by internal rating, reflecting the effects of netting, collateral and other credit protection;
(5)Information about the maturity profile of transactions giving rise to material current credit exposures; and
(6)Insight into credit concentrations (e.g., industry sector and country risk).

A copy of the report of the Working Group on Public Disclosure is available on the Commission's web site at http://www.sec.gov/pdf/wgdisclose.pdf. [Webmaster note: this is a PDF file]

The Commission has long supported meaningful voluntary public disclosure that provides investors with greater transparency and enhances market discipline and stability. Transparent financial information allows market participants to better evaluate counterparty risks and adjust the availability and pricing of funds in ways that can promote more efficient financial markets. Accordingly, the Commission encourages all large registrants involved in lending and trading activities to use these recommendations as they develop enhanced disclosures about their risk portfolios.

In the meantime, the staff is continuing to discuss the report with your agencies and other regulators and financial institutions and explore additional ways of enhancing disclosures. As many of you are probably aware, the staff is working on revisions to Industry Guide 3 to recommend to the Commission. As part of this project, the staff will need to carefully consider the recommendations of the Shipley Group and those in the "Pillar 3-Market Discipline" section of the recently issued New Basel Capital Accord from the Basel Committee on Banking Supervision. It certainly appears to me that these recommendations move towards greater transparency for investors and depositors.


Let me move on to briefly touch on the implementation of FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133). Some have asked the SEC staff to clarify which of SFAS No. 133's disclosures we expect registrants to provide in their Forms 10-Q when they adopt the standard in an interim period. Article 10 of Regulation S-X requires disclosure in an interim period of significant changes in accounting principles and practices that have occurred since the end of the most recently completed fiscal year. It has been the staff's interpretation that when a new standard is adopted in an interim period, all disclosures prescribed by the standard should be included in the interim financial statements, in addition to any transitional disclosures required by the standard. Accordingly, this means that when a registrant adopts SFAS No. 133 in an interim period, the SEC staff believes the registrant should provide the standard's required disclosures in its Form 10-Q in the period of adoption, and these disclosures would include the following:

  • The qualitative (see paragraph 44 of the standard) and the quantitative (see paragraph 45 of the standard) disclosures about derivative instruments and hedging activities;
  • Disclosure of transition adjustments reported in net income or other comprehensive income (OCI);
  • Disclosure of changes in the components of OCI associated with hedging transactions (see paragraphs 46 and 47);
  • Disclosure of the amount of gains and losses reported in accumulated OCI and associated with the transition adjustment that are being reclassified into earnings in the 12 months following the date of initial application (see paragraph 53);
  • Disclosure of any reclassifications of SFAS No. 115 securities performed in accordance with SFAS No. 133 (see paragraphs 54 and 55); and
  • Disclosure of any restratifications of servicing rights performed in accordance with SFAS No. 133 (see paragraph 56).

Some also have asked what disclosures the staff expects to see in subsequent interim reports. The staff believes that the qualitative disclosures about derivative instruments and hedging activities (outlined in paragraph 44 of the standard) should be updated when a registrant significantly changes its objectives for holding or issuing derivative instruments and/or its strategies for achieving those objectives. In addition, for interim reporting purposes, registrants should consider the quantitative disclosures in paragraph 45 of the standard when complying with Item 303 of Regulation S-K (MD&A disclosures) and Rule 10-01(a)(5) of Regulation S-X (disclosures in interim financial statements). If material events occur during an interim period related to hedging activities, registrants should provide the paragraph 46 and 47 disclosures about the impact of hedging transactions on OCI.

FASB Statement No. 140 Disclosures

As you know, the FASB issued Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities—a replacement of FASB Statement No. 125 (SFAS No. 140), in September 2000. SFAS No. 140 changes the accounting for financial asset transfers and liability extinguishments that occur after March 31, 2001, while leaving the accounting for previous securitizations and extinguishments unaffected, except in certain circumstances. The standard also requires new disclosures about securitized financial assets and retained interests in securitized financial assets in financial statements for fiscal years ending after December 15, 2000.

Some have asked the SEC staff to clarify which of SFAS No. 140's disclosures we expect non-calendar year registrants to provide in their Forms 10-Q for fiscal year 2001. The staff recently indicated that we believe the following disclosures should be provided by non-calendar year registrants in the period of adoption:

  • Disclosures that mirror existing disclosure requirements.  Paragraphs 17 b, c, d, e, and g(2) were previously required by SFAS No. 107 and SFAS No. 125. If a registrant failed to provide these disclosures in prior financial statements, it should provide the disclosures in the interim period in which SFAS No. 140 is adopted. Of course, we would still hold registrants responsible for past non-compliance.
  • Disclosures for changes in accounting policy.  As you know, APB Opinion No. 22, Disclosure of Accounting Policies, has long required disclosure of the accounting principles followed by the reporting entity and the methods of applying those principles. Paragraphs 17a(1), f(1), and g(1) of SFAS No. 140 specify the disclosures of accounting policies required by that standard. If adoption of the standard changes a registrant's accounting for securitized financial assets, or if a registrant failed to include this disclosure in prior financial statements, it should provide the disclosures in the interim period in which SFAS No. 140 is adopted. Once again, this should not be considered a waiver of past non-compliance with required disclosures.
  • Transactions requiring disclosure.  Paragraphs 17a(2), a(3), f(2), and f(3) require disclosures related to certain transactions. If a registrant enters into material transactions in an interim period after the adoption date of the standard, the registrant should provide these disclosures.
  • Other disclosures.  Paragraphs 17f(4) and g(4) specify disclosures that we recommend registrants provide in the interim period upon adoption. In addition, in certain instances, these disclosures may be needed in the interim period in order for existing information not to be misleading, or may be necessary to satisfy requirements of Item 303 of Regulation S-K. Paragraph 17g(3) disclosures should be considered by registrants to supplement their market risk disclosures (Item 305 of Regulation S-K) for sensitivity analysis, if material.

Restructuring and Impairment Charges

It seems difficult these days to read the newspaper and not see a story about a company restructuring its business or taking an impairment charge. Typically, events leading up to a restructuring charge or a loss in value of a long-lived asset, such as a plant or intangible asset, do not occur overnight. Instead, they develop and evolve over a number of months or years. When these events begin to occur, they require disclosure unless the registrant can determine it is remote they would result in a material impact on the registrant. As a result, you can expect the staff to review the adequacy of disclosures in the current and earlier filings with the Commission when restructuring changes and asset impairments occur.

And it is not unusual for staff in the Division of Corporation Finance and the Office of the Chief Accountant to look at the disclosures made to a company's Board of Directors and Audit Committee regarding these events. Often, I will look at information such as the company's budgets, operating cash flow forecasts, strategic business plans, level of revenues from major customers, and analysts' reports and assess whether they are consistent with and support the financial reporting and disclosures to investors. Are the cash flows and assumptions used to record restructuring charges and asset impairments the same as those used in the company's budgets and strategic plans that have been provided to the Board of Directors by management?

The staff will also consider whether all the disclosures required by FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and EITF Consensus Nos. 94-3 and 95-3, and discussed in Staff Accounting Bulletin (SAB) No. 100, have been made. For example, do the disclosures set forth an adequate description of the expected impact of a restructuring, the subsequent effect on the business, the number of employees to be laid off, and then, in subsequent periods, the actual numbers of the layoffs that have occurred?

Segment Disclosures

Let me say a few words about segment disclosures. GAAP is clear and requires specific segment disclosures for those components identified in the reporting packages provided to the chief operating decision maker. Aggregation of segments must be limited to the strict conditions enumerated in FASB Statement No. 131, Disclosures about Segments of an Enterprise and Related Information (SFAS No. 131). When segments are not appropriately identified and disclosed, an auditor is required by GAAS to qualify its report and note the deficiency.

As banking agency accounting specialists and examiners, you may find it helpful to know what the staff's approach has been, and will continue to be, in evaluating whether registrants have complied with SFAS No. 131. Expect the staff to review the company's web site, financial analysts' reports, and other public documents to assess whether the segments included in the footnote appear reasonably disaggregated. In some circumstances, we could assess compliance by requesting a copy of the reports made available to the chief operating decision maker in a particular quarter. Expect the staff to require strict compliance with all parts of the standard, including disclosure of revenues for each group of similar products or services, and meaningful reconciliation of segment items with the financial statements. If segment measurement methods change, expect us to challenge a claim that recasting of prior years is not practicable.

Accounting Issues

Allowances for Loan Losses

Another panel will be addressing the issue of accounting for loan losses, so I will not discuss that topic here. However, I will note that since the Commission and banking regulators issued their joint interagency release in 1999, the chief accountants have been working closely together on a number of issues regarding this topic. The recent release of the banking agencies on loans held for sale is an excellent example of a situation where we all agreed on the need for timely interpretative guidance that will improve the consistency and quality of financial reporting. I have issued a letter to my counterparts at the agencies expressing our support for their guidance.

The chief accountants at all of the agencies have also been working closely together to develop guidance on the adequacy of the documentation for allowances for loan losses. For us at the SEC, this guidance would apply to all registrants with material lending activities and would have to be consistent with the Commission's existing guidance set forth in Financial Reporting Release No. 28, Accounting for Loan Losses by Registrants Engaged in Lending Activities (FRR No. 28), which addresses procedural discipline in determining the allowance and provision for loan losses to be reported. All of the agencies are working together to provide consistent, comparable guidance for the entities we regulate. I hope that guidance will be forthcoming in the not too distant future.

Other Than Temporary Declines

In recent years, the issue of other than temporary declines in security values has not received a great deal of attention due to overall market performance. However, notice needs to be taken of recent events. The NASDAQ has suffered sharp declines, and industries such as telecommunications and technology have been hard hit. Various other market indices have fallen significantly and near term recovery is uncertain. Analysts have lowered earnings expectations in the past couple of months significantly from projections made at the end of 2000. Additionally, newspaper articles and other press reports tell stories of industries and market segments with bleak or clouded futures that appeared bright just a short time ago.

Given these and other events, the staff has reminded registrants that hold marketable debt and equity securities of their need to evaluate these securities, on a periodic basis, for other than temporary declines in value. FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, specifies that "[i]f the decline in fair value is judged to be other than temporary, the cost basis of the individual security shall be written down to fair value… and the amount of the write down shall be included in earnings." This write down results in a new cost basis for the security, which cannot be recovered if the fair value subsequently increases.

The Commission has issued guidance in evaluating whether a security's recent decline in value is other than temporary. This guidance is found in SAB No. 59, Accounting for Noncurrent Marketable Equity Securities (SAB No. 59). The SAB specifies that declines in the value of investments in marketable securities caused by general market conditions or by specific information pertaining to an industry or an individual company, "require further investigation by management." In this regard, SAB No. 59 states: "[a]cting upon the premise that a write-down may be required, management should consider all available evidence to evaluate the realizable value of its investment." Therefore, in conducting its investigation, management should consider the possibility that each decline may be other than temporary and reach its determination only after consideration of all available evidence relating to the realizable value of the security.

SAB No. 59 clearly states that other than temporary does not mean permanent. Thus, the point at which management deems the decline to no longer be temporary triggers the obligation to write down the investment. This point may precede a determination that an investment is permanently impaired.

Furthermore, SAB No. 59 sets forth "… examples of the factors which, individually or in combination, indicate that a decline is other than temporary and that a write-down of the carrying value is required." These factors are (a) the length of the time and the extent to which the market value has been less than cost; (b) the financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer such as changes in technology that may impair the earnings potential of the investment or the discontinuance of a segment of the business that may affect the future earnings potential; or (c) the intent and ability of the holder to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.

In several Accounting and Auditing Enforcement Releases (AAERs) (see, for example, In the Matter of Fleet/Norstar, AAER No. 309; In the Matter of Excel Bancorp, Inc., AAER No. 316; In the Matter of Abington Bancorp, Inc., AAER No. 370; and In the Matter of Presidential Life Corporation, AAER No. 443), the Commission has taken action in instances when other than temporary declines in value were not reported in a timely and appropriate fashion.

In these releases, the Commission noted a registrant's assessment of the realizable value of a marketable security should begin with its contemporaneous market price because that price reflects the market's most recent evaluation of the total mix of available information. These releases also state that objective evidence is required to support a realizable value in excess of a contemporaneous market price. Such information may include the issuer's financial performance (including such factors as earnings trends, dividend payments, asset quality, and specific events), the near term prospects of the issuer, the financial condition and prospects of the issuer's region and industry, and the registrant's investment intent.

Additionally, the releases state that the Commission expects registrants will employ a systematic methodology that includes documentation of the factors considered. Such methodology should ensure that all available evidence concerning declines in market values below cost will be identified and evaluated in a disciplined manner by responsible personnel. Auditors are reminded of the need to closely examine the documentation concerning their clients' determinations of other than temporary declines in market values.

The staff has asked registrants to demonstrate, with objective evidence, why they believe that a write down in realizable value is not required for those securities that have experienced declines in value that appear to be other than temporary.

Changes in the Numbers

Before I move on to discuss a few audit related matters, I want to mention an issue that has been at the top of our radar screen - combating inappropriate earnings management. The initiatives undertaken by the stock exchanges, the Auditing Standards Board (ASB), and the Commission have all come together to start a cultural change in the way people consider this issue and the quality of financial reporting.

However, we also have seen some innovative ways of playing the "numbers game." For example, now we are starting to see some companies "moving" the numbers around by changing estimates and assumptions, when, in fact, the economics don't support the changes. I would urge companies and their auditors to carefully review such changes to ensure they are appropriate, timely and adequately supported with sufficient competent evidential matter. In addition, companies and their auditors need to be sure their disclosures fully comply with the requirements of Accounting Principles Board Opinion No. 20, Accounting Changes (APB No. 20), regarding the need to disclose changes in accounting estimates. Paragraph 33 of APB No. 20 specifically requires registrants to disclose the effect on income and per share amounts for a change that affects several future periods. The staff expects strict compliance with the provisions of APB No. 20.

Similarly, as required by Item 303 of Regulation S-K, registrants should also disclose in MD&A changes in accounting estimates that have a material effect on the financial condition or results of operation of the company, or trends in earnings, or would cause reported financial information not to be necessarily indicative of future operating results or of future financial condition.

While I am on this topic, I want to emphasize the need to follow SAB No. 100's guidance with respect to accruals for loss contingencies. SAB No. 100 explains that GAAP requires that such accruals for loss contingencies must be reversed when they are no longer supportable. I direct you to SAB No. 32 on this matter as well. We will be looking at loss accruals very carefully for compliance with GAAP.

Audit Related Matters

In a later panel, I will provide remarks on the SEC's auditor independence rules. I want to mention here the performance of audits and their effectiveness, which is another issue that has received a great deal of attention in the past year, in large part as a result of the work of the O'Malley Panel. We expect to closely monitor the profession as it begins to consider and implement the Panel's more than 200 recommendations.

Non-Standard Journal Entries

In connection with the Panel's study, the Panel analyzed certain SEC AAERs. The Panel reviewed the AAERs to obtain additional insights regarding the characteristics that frequently were present in actual or alleged instances of fraudulent financial reporting and audit failures, as well as insights regarding the auditors' work that either resulted in detecting or not detecting material misstatements. The Panel's analysis, consistent with observations of the SEC staff, indicates that all too often the auditor fails to detect non-standard journal entries that result in material entries in the financial statements that are at variance with GAAP. In addition, the SEC's enforcement cases have also highlighted that auditors often identify improper financial reporting and confront the client with the issue. However, management then provides an explanation that the auditor accepts without obtaining appropriate verifiable evidence.

Given the observations of the Panel and SEC staff, auditors should be aware of these and other techniques to materially misstate financial statements. Generally Accepted Auditing Standards (GAAS) require an auditor to obtain sufficient competent evidential matter to form a basis for his or her conclusions about the fair presentation of the financial statements. For example, the staff expects that in performing appropriate audit procedures, the auditor will gain an understanding of the nature and volume of non-standard journal entries, how non-standard journal entries are processed, what controls exist that are effective in ensuring that non-standard journal entries are properly recorded, and to what extent there is adequate segregation of duties and supervision. The auditor should ensure that sufficient, competent, verifiable evidential matter is obtained to support the auditor's conclusion that the non-standard journal entries selected for testing are properly recorded. Auditors would also be well served to consider the Panel's observations in assessing the risk of material misstatement arising from fraudulent financial reporting in connection with the performance of procedures required by Statement on Auditing Standards (SAS) No. 82, Consideration of Fraud in a Financial Statement Audit.

It is of utmost importance to keep in mind that the Statements on Auditing Standards require the auditor to obtain sufficient competent evidential matter. I do not see how an audit can be considered to be a GAAS audit if the auditor has not looked at non-standard journal entries that individually OR in the aggregate, are material to the financial statements.

"Iron Curtains and Rollovers"

Let me now turn to a step every auditor performs at the conclusion of each and every audit, the assessment of the materiality of the entries on the score sheet. The pertinent guidance for this assessment is in SAS No. 47, Audit Risk and Materiality in Conducting an Audit, which permits the use of either the "iron-curtain" or "rollover" method in evaluating audit differences.

As you probably know, under the iron curtain method, the auditor compares all misstatements, regardless of the period for which the misstatement relates, against current year results of operations, balance sheet, and cash flows. Under the rollover method, the auditor only compares the misstatements that affect the current year against current year operations. Let me provide an illustration. Assume, for example, that a client's finished goods inventory was overstated by $100 in the year 1999 and no adjustment was made by the client in 1999 to fix the misstatement. Further assume that in the year 2000, the client's inventory is now overstated by $150. For the year 2000 under the iron curtain method, the auditor would record $150 against current year cost of sales. Under the rollover method, only $50 would be recorded against current year cost of sales.

As I noted above, SAS No. 47 permits, when appropriately applied, the auditor to use either the iron curtain or rollover method to dispose of audit differences. The staff believes the iron curtain method, which compares all misstatements, regardless of the period for which the misstatement relates, against current year results of operations, balance sheet, and cash flows, is the preferable method for disposing of audit differences and the staff would challenge any change from the iron curtain method to the rollover approach.

The staff believes that the method the auditor chooses to dispose of audit differences should be applied consistently for all accounts and for all audit periods. The staff has taken exception to situations where the audit work papers document the use of the iron curtain method in one year and then a change to the rollover method in the subsequent year when difficult accounting issues arise. Similarly, the staff questions auditors that use the iron curtain method for all but a few specific accounts for which the rollover method is used.

Additionally I should note that both SAB No. 99 and SAB No. 32 provide the appropriate guidance with respect to adjustments that may be immaterial in one period, but are material in a future period.

Required auditor communications with audit committees are set forth in SAS No. 61, Communication With Audit Committees. One such communication requires the auditor to inform the audit committee about uncorrected misstatements aggregated by the auditor during the current engagement that were determined by management to be immaterial, both individually and in the aggregate, to the financial statements taken as a whole. The staff believes that best practices would result in this communication including a discussion of the methodology (iron curtain or rollover) used by the auditor to dispose of audit differences. If the rollover method is used, the auditor should inform the audit committee of any risks associated with the use of that methodology.


Let me finish by noting that we are in changing times. To be successful during these times, management of businesses, of all sizes and types, including financial institutions, will need to make appropriate changes in strategies, budgets, and operations. Management will no doubt need to manage the various types of risks they face as well as those factors critical to their success. Auditors will also need to be cognizant on a timely basis of the changes affecting their audit clients.

For both auditors and management, this process will need to include closely examining the transparency, completeness, and quality of the financial reporting and disclosures made to investors and the markets. To that end, today I have highlighted a number of areas in the realm of financial reporting on which the SEC staff is focusing its time. We continue to strive to uphold investors' rights to high quality, transparent financial reporting. I look forward to continuing to work with the banking agencies in this endeavor. Thank you once again for inviting me to speak at this important conference.


Modified: 05/31/2001