SEC Staff Issues Guidance for Accounting Impact of US Tax Law Changes

Staff of the US Securities and Exchange Commission (SEC) have published guidance relating to the accounting effects of the recently passed amendments to the US tax law under the Tax Cuts and Jobs Act (Tax Act). The guidance, issued by the staff of the Office of the Chief Accountant and the Division of Corporation Finance, includes the following interpretations:

  • Staff Accounting Bulletin (SAB) No. 118 discusses application of US GAAP when preparing an initial accounting of the income tax effects of the Tax Act
  • Compliance and Disclosure Interpretation 110.02 provides guidance on the applicability of Item 2.06 of Form 8-K with respect to reporting the impact of a change in tax rate or tax laws pursuant to the Tax Act.

In a statement released in conjunction with this guidance (Statement), SEC Chairman Jay Clayton, joined by Commissioners Kara M. Stein and Michael S. Piwowar, noted that that “staff guidance, which reflects the approach taken in prior situations where legislative changes could significantly affect financial reporting, provides a ‘measurement period’ for issuers to evaluate the impacts of the [Tax Act] on the their financial statements. Importantly, the guidance also sets forth staff expectations for disclosure to investors during the measurement period. New C&DI 110.02 similarly provides guidance on how issuers are to comply with obligations under Item 2.06 of Form 8-K as they consider the implications of the [Tax Act] on their financial reporting”.

The Statement is available on this link. https://www.sec.gov/news/public-statement/statement-clayton-piwowar-stein-122217

SAB 118 is available on this link. https://www.sec.gov/interps/account/staff-accounting-bulletin-118.htm

C&DI 110.02 is available on this link. https://www.sec.gov/divisions/corpfin/guidance/8-kinterp.htm#110.02

SEC Updates EDGAR Filer Manual 

The US Securities and Exchange Commission (SEC) has adopted revisions to the Electronic Data Gathering, Analysis, and Retrieval System (“EDGAR”) Filer Manual and related rules to reflect updates to the EDGAR system. Among other things, the manual has been updated to allow, but not require, asset-backed securities filers to submit a combined Form 10-D and Form ABS-EE. The manual has also been updated to allow, but not require, national securities exchanges to submit a new certification form type on EDGAR to evidence the approval of securities for listing on an exchange.

The EDGAR Filer Manual contains all the technical specifications for filers to submit filings using the EDGAR system. Filers must comply with the applicable provisions of the manual in order to assure the timely acceptance and processing of filings made in electronic format.

This final rule is effective upon publication in the Federal Register.

The updates are available on this link. https://www.sec.gov/rules/final/2017/33-10444.pdf

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