Letter from SEC Director of Corporation Finance and the SEC Chief Accountant to Cynthia M. Fornelli concerning Release No. 33-9002

Regulation S-T Rule 405

April 8, 2011

Response of the Division of Corporation Finance

Response of the Office of the Chief Accountant

Re:

The Center for Audit Quality Incoming Letter Dated March 29, 2011

You have requested our views regarding the requirements for foreign private issuers that prepare their financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) to submit to the Securities and Exchange Commission (Commission) and post on their corporate websites, if any, Interactive Data Files, as defined in Rule 11 of Regulation S-T.

As you note in your letter, Rule 405 of Regulation S-T requires issuers to prepare Interactive Data Files in accordance with the EDGAR filer manual, and Section 6.3.9 of Volume II of the EDGAR filer manual requires use of a taxonomy specified on the Commission's website. As you also note in your letter, the Commission has not specified on its website a taxonomy for use by foreign private issuers that prepare their financial statements in accordance with IFRS as issued by the IASB and it is not possible for such foreign private issuers to comply with Rule 405 until the Commission does so.

Accordingly, we are of the view that foreign private issuers that prepare their financial statements in accordance with IFRS as issued by the IASB are not required to submit to the Commission and post on their corporate websites, if any, Interactive Data Files until the Commission specifies on its website a taxonomy for use by such foreign private issuers in preparing their Interactive Data Files.

This position is based on the facts presented in your letter. Any different facts might require a different conclusion.

Sincerely,

Meredith B. Cross Director Division of Corporation Finance

James L. Kroeker Chief Accountant Office of the Chief Accountant

Incoming Letter:

The Incoming Letter is in Acrobat format.

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CENTER FOR AUDIT QUALITY
Strvi"K l..wstm, Abli( Co",,,,,,,AuJitorJ & tlu MllrittJ EXECUTIVE DIRECTOR Cynthia M. Fornelli GOVERNING BOARD Chairman James S. Turley, Chairman and CEO Ernst & Young LLP Vice Chair Michele J. Hooper, President and CEO The Directors’ Council Vice Chair Barry C. Melancon, President and CEO AICPA Charles M. Allen, CEO Crowe Horwath LLP Stephen Chipman, CEO and Executive Partner Grant Thornton LLP Harvey J. Goldschmid, Dwight Professor of Law Columbia University Robert E. Moritz, Chairman and Senior Partner PricewaterhouseCoopers LLP Lynn S. Paine, Professor of Business Administration and Senior Associate Dean, Director of Faculty Development Harvard Business School Barry Salzberg, CEO Deloitte LLP Dave Scudder, Managing Partner McGladrey & Pullen, LLP John B. Veihmeyer, U.S. Chairman and CEO KPMG LLP Jack Weisbaum, CEO BDO USA, LLP March 29, 2011 James L. Kroeker Chief Accountant, Office of the Chief Accountant U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-1090 Meredith B. Cross Director, Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-1090 RE: Release No. 33-9002 Interactive Data to Improve Financial Reporting Dear Jim and Meredith:
The Center for Audit Quality (CAQ) is an autonomous public policy organization dedicated to enhancing investor confidence and public trust in the global capital markets. The CAQ fosters high quality performance by public company auditors, convenes and collaborates with other stakeholders to advance the discussion of critical issues requiring action and intervention, and advocates policies and standards that promote public company auditors’ objectivity, effectiveness and responsiveness to dynamic market conditions. Based in Washington, D.C., the CAQ is affiliated with the American Institute of Certified Public Accountants (AICPA). The CAQ continues to support the objectives of interactive data reporting to increase the usability and efficiency in use of financial disclosure. However, the CAQ has a concern related to the phase-in reporting requirements of the Securities and Exchange Commission’s (SEC) Release No. 33-9002 Interactive Data to Improve Financial Reporting (the Release) for certain foreign private issuers (FPI's). Item 601(b)(101) of Regulation S-K (§229.601(b)(101)), and Item 101 of the Instructions as to Exhibits of Form 20-F (§249.220f) require certain FPI's that prepare their financial statements in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB), be subject to the interactive data reporting requirements for fiscal periods ending on or after June 15, 2011. 601 13th Street NW, Suite 800N, Washington, DC 20005, (202) 609-8120 www.thecaq.org Affiliated with the American Institute of CPAs

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Rule 405 of Regulation S-T (232.405(a)(3)) indicates, in part, that interactive data must be submitted in accordance with the EDGAR Filer Manual. Section 6.3.9 of Volume II of the EDGAR Filer Manual requires the use of one of the taxonomies specified on the SEC's website. Also, page thirty-two of the Release indicates the SEC would notify filers (via the SEC website) of their ability to submit interactive data for financial statements prepared in accordance with IFRSs as issued by the IASB. Prior to this time, such FPI's are unable to submit financial information in an interactive data format. No IFRS/IASB taxonomy has been specified by the SEC to date. The CAQ understands concerns have been raised that IFRS Taxonomy 2011 may require further development to make it more useful to investors. We concur with this view and believe the Commission should not specify a taxonomy until the issues discussed below are addressed. Also, we request the staff to concur that, unless and until the Commission specifies an IFRS taxonomy, FPI's reporting under IFRS as issued by the IASB are not required to submit and post interactive data. We acknowledge the IFRS Foundation's efforts to further develop its IFRS taxonomy and the improvements that have been made to date; however, it is our understanding that users of the IFRS Taxonomy 2011 still may need to create numerous extensions for their interactive data exhibits, which may limit the usefulness of such interactive data to users of financial statements. Such extensions may be needed because IFRS Taxonomy 2011 does not yet fully address common reporting practice or industry specific disclosures and does not include standard definitions. In addition, absent significant development of the IFRS taxonomy for footnote disclosures, the need to create a significant number of extensions may continue in year two of the phase-in period, when detailed tagging is required. Until these issues are addressed in future taxonomy enhancements, we believe the benefits achieved by requiring certain FPI's to submit interactive data based on IFRS Taxonomy 2011 may not outweigh the cost and effort to be expended and that additional time is necessary to further develop the IFRS taxonomy. Should the Commission decide to specify the IFRS taxonomy for immediate use, we are concerned that the late date of approval will not provide companies with sufficient time to prepare interactive data exhibits for financial statements for fiscal periods ending on or after June 15, 2011. Accordingly, should the Commission specify the IFRS Taxonomy , we recommend a one year deferral of the effective date, such that the earliest required use of interactive data submissions for FPI's reporting under IFRS as issued by the IASB would be for fiscal periods ending on or after June 30, 2012. We believe this will provide the time necessary to further develop the IFRS taxonomy, allow companies adequate time to implement the requirement and ultimately provide
investors with more useful information.

The CAQ would welcome the opportunity to respond to any questions you may have regarding this letter. Sincerely, Cynthia M. Fornelli Executive Director Center for Audit Quality CENTER FOR AUDIT QUALITY 601 13th Street NW, Suite 800N, Washington, DC 20005, (202) 609-8120 www.thecaq.org

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SEC
Chairman Mary L. Schapiro
Commissioner Luis A. Aguilar
Commissioner Kathleen L. Casey
Commissioner Troy A. Paredes
Commissioner Elisse B. Walter
J.W. Mike Starr, Deputy Chief Accountant
Brian T. Croteau, Deputy Chief Accountant
Jeffrey W. Naumann, Assistant Director of the Office of Interactive Disclosure IASB Members IFRS Foundation Trustees CENTER FOR AUDIT QUALITY 601 13th Street NW, Suite 800N, Washington, DC 20005, (202) 609-8120 www.thecaq.org