Alert February 17, 2009

SEC Publishes Release for Final Rules Regarding Use of Interactive Data in Financial Statements for Operating Companies

The SEC published a formal release adopting rules that will require public companies and foreign private issuers that prepare their financial statements in accordance with U.S. generally accepted accounting principles (U.S. GAAP), and foreign private issuers that prepare their financial statements using International Financial Reporting Standards to provide their financial statements to the SEC and on their corporate websites in interactive data format.  (The new requirements do not apply to investment companies that are registered under the Investment Company Act of 1940, business development companies, and other entities that report under the Securities Exchange Act of 1934 and prepare their financial statements in accordance with Article 6 of Regulation S-X.  The new interactive data requirements will apply to (a) registration statements under the Securities Act of 1933, (b) quarterly and annual reports, (c) transition reports, and (d) reports on Forms 8-K or 6-K that contain specified financial statements.  Financial statement disclosure in interactive data format will be submitted as an exhibit to the applicable SEC filings and will supplement, but not replace or change, disclosure using the traditional formats for electronic filings with the SEC.  The requirements are being phased in with domestic and foreign large accelerated filers using U.S. GAAP that have a public float above $5 billion being the first required to comply with the new requirements starting with their first quarterly report for fiscal periods ending on or after June 15, 2009.  The adopting release is available on the SEC website at http://www.sec.gov/rules/final/2009/33-9002.pdf.