54644 Federal Register / Vol. 73, No. 184 / Monday, September 22, 2008 / Notices 

amount for the month to which such 

deductions apply. LPE generally refers 

to an annuitant’s last employment with 

a non-railroad person, company, or 

institution prior to retirement which 

was performed whether at the same time 

of, or after an annuitant stopped railroad 

employment. The collection obtains 

earnings information needed by the RRB 

to determine if possible reductions in 

annuities because of Last Pre-Retirement 

Non-Railroad Employment Earnings 

(LPE) are in order. The RRB utilizes 

Form G–19L to obtain LPE earnings 

information from annuitants. 

Companion Form G–19L.1, which 

serves as an instruction sheet and 

contains the Paperwork Reduction/ 

Privacy Act Notice for the collection 

accompanies each Form G–19L sent to 

an annuitant. One response is requested 

of each respondent. Completion is 

required to retain a benefit. The RRB 

proposes the addition of a subitem 

requesting that an annuitant provide an 

Employer’s Identification Number (EIN). 

Non-burden impacting editorial and 

reformatting changes are also proposed. 

The estimated annual respondent 

burden is as follows: 

Form #(s) Annual 

responses Time (min) Burden (hrs) 

G–19L ............................................................................................................................................................ 300 15 75 

Total ........................................................................................................................................................ 300 .................. 75 

Additional Information or Comments: 

To request more information regarding 

either of the information collections 

listed above or to obtain copies of the 

information collection justifications, 

forms, and/or supporting material, 

please call the RRB Clearance Officer at 

(312) 751–3363 or send an e-mail 

request to Charles.Mierzwa@RRB.GOV. 

Comments regarding the information 

collections should be addressed to 

Ronald J. Hodapp, Railroad Retirement 

Board, 844 North Rush Street, Chicago, 

Illinois 60611–2092 or via an e-mail to 

Ronald.Hodapp@RRB.GOV. Written 

comments should be received within 60 

days of this notice. 

Charles Mierzwa, 

Clearance Officer. 

[FR Doc. E8–22076 Filed 9–19–08; 8:45 am] 

BILLING CODE 7905–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Public Law 94–409, that 

the Securities and Exchange 

Commission will hold a Closed Meeting 

on Tuesday, September 23, 2008 at 10 

a.m. 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the Closed Meeting. Certain 

staff members who have an interest in 

the matters also may be present. 

The General Counsel of the 

Commission, or his designee, has 

certified that, in his opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (5), (7), 9(B) and (10) 

and 17 CFR 200.402(a)(3), (5), (7), 9(ii) 

and (10), permit consideration of the 

scheduled matters at the Closed 

Meeting. 

Commissioner Paredes, as duty 

officer, voted to consider the items 

listed for the Closed Meeting in closed 

session, and determined that no earlier 

notice was possible. 

The subject matter of the Closed 

Meeting scheduled for Tuesday, 

September 23, 2008 will be: 

Formal orders of investigation; 

Institution and settlement of injunctive 

actions; 

Institution and settlement of administrative 

proceedings of an enforcement nature; and 

Other matters relating to enforcement 

proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. 

For further information and to 

ascertain what, if any, matters have been 

added, deleted or postponed, please 

contact: 

The Office of the Secretary at (202) 

551–5400. 

Dated: September 17, 2008. 

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–22081 Filed 9–19–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Pub. L. 94–409, that the 

Securities and Exchange Commission 

will hold a Closed Meeting on 

Wednesday, September 17, 2008, at 2 

p.m. 

Commissioners and certain staff 

members who have an interest in the 

matter will attend the Closed Meeting. 

The General Counsel of the 

Commission, or his designee, has 

certified that, in his opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(8) and (9) and 17 CFR 

200.402(a)(8) and (9), permit 

consideration of the scheduled matter at 

the Closed Meeting. 

Commissioner Paredes as duty officer, 

voted to consider the item listed for the 

closed meeting in closed session, and 

determined that no earlier notice thereof 

was possible. 

The subject matter of the Closed 

Meeting scheduled for Wednesday, 

September 17, 2008, will be: Matters 

related to the financial markets. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. For further 

information and to ascertain what, if 

any, matters have been added, deleted 

or postponed, please contact: The Office 

of the Secretary at (202) 551–5400. 

Dated: September 17, 2008. 

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–22133 Filed 9–22–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58555; File No. PCAOB– 

2008–01] 

Public Company Accounting Oversight 

Board; Order Approving Proposed 

Rule on Auditing Standard No. 6, 

Evaluating Consistency of Financial 

Statements, and Conforming 

Amendments 

September 16, 2008. 

I. Introduction 

On February 1, 2008, the Public 

Company Accounting Oversight Board 

(the ‘‘Board’’ or the ‘‘PCAOB’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) 

Proposed Auditing Standard No. 6, 

Evaluating Consistency of Financial 

Statements, (‘‘Auditing Standard No. 


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Federal Register / Vol. 73, No. 184 / Monday, September 22, 2008 / Notices 54645 

1The FASB issued SFAS No. 162 on May 9, 2008. 

SFAS No. 162 becomes effective 60 days after the 

date of this approval order. 

2Release No. 34–58259 (July 30, 2008). 3See SFAS No. 154, paragraph 2j. 

6’’), and Conforming Amendments, 

pursuant to Section 107 of the SarbanesOxley Act of 2002 (the ‘‘Act’’) and 

Section 19(b) of the Securities Exchange 

Act of 1934 (the ‘‘Exchange Act’’). 

Auditing Standard No. 6 will 

supersede the PCAOB’s interim auditing 

standard on evaluating consistency, AU 

section 420, Consistency of Application 

of Generally Accepted Accounting 

Principles. Auditing Standard No. 6 will 

establish requirements and provide 

direction for an auditor’s evaluation of 

the consistency of financial statements, 

including changes to previously issued 

financial statements, and the effect of 

that evaluation on the auditor’s report 

on financial statements. 

The Board’s proposed conforming 

amendments affect several of the 

Board’s interim auditing standards. 

Those standards are: AU section 328, 

Auditing Fair Value Measurements and 

Disclosures, AU section 410, Adherence 

to Generally Accepted Accounting 

Principles, AU section 411, The 

Meaning of Present Fairly in Conformity 

With Generally Accepted Accounting 

Principles, AU section 431, Adequacy of 

Disclosure in Financial Statements, AU 

section 508, Reports on Audited 

Financial Statements, and AU section 

561, Subsequent Discovery of Facts 

Existing at the Date of the Auditor’s 

Report. With the exception of the 

proposed amendment to AU section 

411, the Commission believes the 

aforementioned amendments are 

generally technical or conforming in 

nature, such as updating references in 

the interim standards to the proposed 

new standard’s paragraph numbers and 

definitions. 

The proposed amendment to AU 

section 411 will have the effect of 

removing the hierarchy for accounting 

principles generally accepted in the 

United States (the ‘‘U.S. GAAP 

hierarchy’’) from the PCAOB’s auditing 

standards. The Financial Accounting 

Standards Board (the ‘‘FASB’’) recently 

issued Statement of Financial 

Accounting Standards (‘‘SFAS’’) No. 

162, The Hierarchy of Generally 

Accepted Accounting Principles, which 

will include the current U.S. GAAP 

hierarchy going forward.1

Notice of the proposed standard and 

the conforming amendments was 

published in the Federal Register on 

August 5, 2008.2 The Commission 

received three comment letters on the 

proposed rules and amendments. For 

the reasons discussed below, the 

Commission is granting approval of the 

proposed standard and conforming 

amendments. 

II. Description 

The Act established the PCAOB to 

oversee the audits of public companies 

and related matters, in order to protect 

the interests of investors and further the 

public interest in preparation of 

informative, accurate and independent 

audit reports. Section 103(a) of the Act 

directs the PCAOB to establish auditing 

and related attestation standards, 

quality control standards, and ethics 

standards to be used by registered 

public accounting firms in the 

preparation and issuance of audit 

reports as required by the Act or the 

rules of the Commission. 

On January 29, 2008, the Board 

adopted Auditing Standard No. 6, 

Evaluating Consistency of Financial 

Statements, and amendments to the 

Board’s interim auditing standards. The 

Board proposed these changes to its 

auditing standards in response to two 

actions of the FASB. 

First, in May 2005, the FASB issued 

SFAS No. 154, Accounting Changes and 

Error Corrections, which superseded 

Accounting Principles Board (‘‘APB’’) 

Opinion No. 20, Accounting Changes. 

SFAS No. 154 establishes, unless 

impracticable, retrospective application 

as the required method for reporting a 

change in accounting principle in the 

absence of explicit transition 

requirements specific to a newly 

adopted accounting principle. SFAS No. 

154 also redefines the term 

‘‘restatement’’ to refer only to ‘‘the 

process of revising previously issued 

financial statements to reflect the 

correction of an error in those financial 

statements.’’ 3 Under SFAS No. 154, 

therefore, the term ‘‘restatement’’ does 

not refer to changes made to previously 

issued financial statements to reflect a 

change in accounting principle. 

AU section 420, Consistency of 

Application of Generally Accepted 

Accounting Principles, the Board’s 

interim standard on the auditor’s 

responsibilities for evaluating the 

consistency of the application of 

generally accepted accounting 

principles (‘‘GAAP’’), generally reflected 

the provisions of APB Opinion No. 20, 

which was superseded by SFAS No. 

154. To better align the Board’s 

standards with the new accounting 

standard, the Board adopted a new 

auditing standard on evaluating 

consistency, which will supersede AU 

section 420, and conforming 

amendments to AU section 508, Reports 

on Audited Financial Statements, of its 

interim auditing standards. 

Second, in 2005, the FASB issued an 

exposure draft of a proposed Statement 

of Financial Accounting Standards, The 

Hierarchy of Generally Accepted 

Accounting Principles. The FASB 

proposed that this standard incorporate 

the hierarchy found in the current 

auditing standards into the accounting 

standards. Historically, a description of 

the U.S. GAAP hierarchy has resided 

only in the auditing standards. 

However, because the current U.S. 

GAAP hierarchy identifies the sources 

of accounting principles and the 

framework for selecting principles to be 

used in preparing financial statements, 

the PCAOB and the FASB believed that 

these requirements are more 

appropriately located in the FASB’s 

accounting standards. Accordingly, the 

PCAOB adopted amendments to its 

auditing standards to remove the U.S. 

GAAP hierarchy. 

In May 2008, the FASB issued in final 

form, SFAS No. 162, The Hierarchy of 

Generally Accepted Accounting 

Principles. SFAS No. 162 will become 

effective 60 days from the date of this 

order approving Auditing Standard No. 

6 and conforming amendments. 

In addition to proposing Auditing 

Standard No. 6 and the amendment to 

AU section 411, the PCAOB proposed 

amendments to other interim auditing 

standards and related interpretations. 

The Commission believes the 

amendments to AU section 328, 

Auditing Fair Value Measurements and 

Disclosures, AU section 410, Adherence 

to Generally Accepted Accounting 

Principles, AU section 431, Adequacy of 

Disclosure in Financial Statements, AU 

section 508, Reports on Audited 

Financial Statements, and AU section 

561, Subsequent Discovery of Facts 

Existing at the Date of the Auditor’s 

Report, are technical or conforming in 

nature. 

As discussed further below, one of the 

proposed amendments to AU section 

431, Adequacy of Disclosure in 

Financial Statements, proposes to delete 

footnote 1 to paragraph 4 of AU section 

431, which is an application of the 

AICPA’s Code of Professional Conduct 

regarding the disclosure of confidential 

client information. In 2003, when the 

Board adopted certain AICPA rules and 

ASB standards as interim Board 

standards, the Board did not adopt Rule 

301. Consistent with that action, the 

proposed amendments would eliminate 

the reference to Rule 301 that is 

included in paragraph 4 of AU section 

Sec. 431. 

The proposed Auditing Standard No. 

6 and amendments to the Board’s 


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54646 Federal Register / Vol. 73, No. 184 / Monday, September 22, 2008 / Notices 

4 Deloitte and Touche LLP, Grant Thornton LLP, 

and PricewaterhouseCoopers LLP. 

5One commenter also noted that the adoption of 

Auditing Standard No. 6 would cause existing 

published PCAOB Staff Questions and Answers to 

require updating. The Commission encourages the 

PCAOB to ensure that its guidance is up to date 

with its current standards and presumes the PCAOB 

will update these Questions and Answers once 

these amendments are approved. 

1 15 U.S.C. 78q(d). 

2 17 CFR 240.17d–2. 

3See Securities Exchange Act Release No. 58350 

(August 13, 2008), 73 FR 48248 (File No. 4–566) 

(‘‘Notice’’). 

4 15 U.S.C. 78s(g)(1). 

5 15 U.S.C. 78q(d). 

6 15 U.S.C. 78s(g)(2). 

7 15 U.S.C. 78q(d)(1). 

8See Securities Act Amendments of 1975, Report 

of the Senate Committee on Banking, Housing, and 

Urban Affairs to Accompany S. 249, S. Rep. No. 94– 

75, 94th Cong., 1st Session 32 (1975). 

interim standards are intended to 

update and clarify the auditing 

standards in light of SFAS No. 154 and 

SFAS No. 162. In particular, these 

updates and clarifications are intended 

to enhance the clarity of auditor 

reporting on accounting changes and 

corrections of misstatements by 

distinguishing between these events. 

III. Discussion 

The Commission received three 

comment letters in response to its 

request for comments on Auditing 

Standard No. 6 and conforming 

amendments. The comment letters came 

from three registered public accounting 

firms.4 All three commenters expressed 

support for the Commission’s approval 

of the proposed standard. 

As noted above, the PCAOB’s 

proposed amendment to AU section 431 

deletes a reference to Rule 301 of the 

AICPA’s Code of Professional 

Conduct—a rule the PCAOB did not 

adopt as part of its original interim 

standards. Similar to comments made to 

the PCAOB during its comment period, 

one commenter believed concerns exist 

that the Board’s action in removing a 

reference to a rule the PCAOB did not 

adopt might be construed as minimizing 

the auditor’s responsibilities for 

maintaining the confidentiality of client 

information. The commenter requested 

that the Commission encourage the 

PCAOB to adopt a rule establishing the 

auditor’s responsibility with respect to 

maintaining the confidentiality of client 

information. 

In its adopting release, the PCAOB 

discussed the concerns the comments 

raised about client confidentiality and 

noted its awareness of many auditors’ 

legal or professional obligations to 

maintain the confidentiality of client 

information, and made reference to the 

confidentiality requirements included 

in the provisions of the Uniform 

Accountancy Act and the provisions of 

the International Federation of 

Accountants’ Code of Ethics for 

Professional Accountants. The PCAOB 

also noted that its decision to omit Rule 

301 from its interim standards was 

based on a determination that 

incorporation of that rule was not 

necessary to fulfill the Board’s mandate 

under Section 103(a)(1) and (3) of the 

Act at that time, and that it did not 

reflect a decision that auditor 

confidentiality requirements imposed 

by other authorities were inappropriate. 

Similarly, in amending AU section 431, 

the PCAOB noted that it seeks neither 

to modify nor detract from existing 

confidentiality requirements. 

The Commission agrees with the 

Board’s proposed action to remove from 

its interim standards a reference to a 

rule it did not adopt. However, the 

Commission encourages the PCAOB to 

develop and adopt a rule addressing the 

auditor’s responsibility with respect to 

maintaining the confidentiality of client 

information.5

IV. Conclusion 

On the basis of the foregoing, the 

Commission finds that proposed 

Auditing Standard No. 6 and the 

Conforming Amendments are consistent 

with the requirements of the Act and the 

securities laws and are necessary and 

appropriate in the public interest and 

for the protection of investors. 

It is therefore ordered, pursuant to 

Section 107 of the Act and Section 

19(b)(2) of the Exchange Act, that 

proposed Auditing Standard No. 6, 

Evaluating Consistency of Financial 

Statements, and Conforming 

Amendments (File No. PCAOB–2008– 

01) be and hereby are approved. 

By the Commission. 

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–22015 Filed 9–19–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58536; File No. 4–566] 

Program for Allocation of Regulatory 

Responsibilities Pursuant to Rule 17d– 

2; Order Approving and Declaring 

Effective a Plan for the Allocation of 

Regulatory Responsibilities Among the 

American Stock Exchange LLC, 

Boston Stock Exchange, Inc., CBOE 

Stock Exchange, LLC, Chicago Stock 

Exchange, Inc., Financial Industry 

Regulatory Authority, Inc., 

International Securities Exchange, 

LLC, The NASDAQ Stock Market LLC, 

National Stock Exchange, Inc., New 

York Stock Exchange, LLC, NYSE Arca 

Inc., NYSE Regulation, Inc., and 

Philadelphia Stock Exchange, Inc. 

September 12, 2008. 

On August 12, 2008, the American 

Stock Exchange LLC (‘‘Amex’’), Boston 

Stock Exchange, Inc. (‘‘BSE’’), CBOE 

Stock Exchange, LLC (‘‘CBOE’’), Chicago 

Stock Exchange, Inc. (‘‘CHX’’), Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’), International Securities 

Exchange, LLC (‘‘ISE’’), The NASDAQ 

Stock Market, LLC (‘‘NASDAQ’’), 

National Stock Exchange, Inc. (‘‘NSX’’), 

New York Stock Exchange LLC 

(‘‘NYSE’’), NYSE Arca Inc. (‘‘NYSE 

Arca’’), NYSE Regulation, Inc. (acting 

under authority delegated to it by 

NYSE) (‘‘NYSE Regulation’’), and 

Philadelphia Stock Exchange, Inc. 

(‘‘Phlx’’) (collectively, ‘‘Participating 

Organizations’’ or ‘‘Parties’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 17(d) of the Securities 

Exchange Act of 1934 (‘‘Act’’),1 and 

Rule 17d–2 thereunder,2 a proposed 

plan for the allocation of regulatory 

responsibilities (‘‘Plan’’). The Plan was 

published for comment on August 18, 

2008.3 The Commission received no 

comments on the Plan. This order 

approves and declares effective the 

Plan. 

I. Introduction 

Section 19(g)(1) of the Act,4 among 

other things, requires every selfregulatory organization (‘‘SRO’’) 

registered as either a national securities 

exchange or national securities 

association to examine for, and enforce 

compliance by, its members and persons 

associated with its members with the 

Act, the rules and regulations 

thereunder, and the SRO’s own rules, 

unless the SRO is relieved of this 

responsibility pursuant to Section 

17(d) 5 or Section 19(g)(2) 6 of the Act. 

Section 17(d)(1) of the Act 7 was 

intended, in part, to eliminate 

unnecessary multiple examinations and 

regulatory duplication for those brokerdealers that maintain memberships in 

more than one SRO (‘‘common 

members’’).8 With respect to a common 

member, Section 17(d)(1) authorizes the 

Commission, by rule or order, to relieve 

an SRO of the responsibility to receive 

regulatory reports, to examine for and 

enforce compliance with applicable 

statutes, rules, and regulations, or to 


sroberts on PROD1PC70 with NOTICES