[House Report 108-616]
[From the U.S. Government Publishing Office]



108th Congress                                                   Report
                        HOUSE OF REPRESENTATIVES
 2d Session                                                     108-616

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   PROVIDING FOR CONSIDERATION OF H.R. 3574, STOCK OPTION ACCOUNTING 
                               REFORM ACT

                                _______
                                

   July 19, 2004.--Referred to the House Calendar and ordered to be 
                                printed

                                _______
                                

   Mr. Sessions, from the Committee on Rules, submitted the following

                              R E P O R T

                       [To accompany H. Res. 725]

    The Committee on Rules, having had under consideration 
House Resolution 725, by a nonrecord vote, report the same to 
the House with the recommendation that the resolution be 
adopted.

                SUMMARY OF PROVISIONS OF THE RESOLUTION

    The resolution provides for the consideration of H.R. 3574, 
the Stock Option Accounting Reform Act, under a structured 
rule. The rule provides one hour of general debate equally 
divided and controlled by the chairman and ranking minority 
member of the Committee on Financial Services. The rule waives 
all points of order against consideration of the bill.
    The rule provides that the amendment in the nature of a 
substitute recommended by the Committee on Financial Services 
now printed in the bill shall be considered as an original bill 
for the purpose of amendment, and shall be considered as read.
    The rule makes in order only those amendments printed in 
this report accompanying the resolution. The rule provides that 
the amendments printed in this report may be considered only in 
the order printed in this report, may be offered only by a 
Member designated in this report, shall be considered as read, 
shall be debatable for the time specified in this report 
equally divided and controlled by the proponent and an 
opponent, shall not be subject to amendment, and shall not be 
subject to a demand for a division of the question in the House 
or in the Committee of the Whole. The rule waives all points of 
order against the amendments printed in this report. Finally, 
the rule provides one motion to recommit with or without 
instructions.
    The waiver of all points of order against consideration of 
the bill includes a waiver of clause 4(a) of rule XIII 
(requiring a three-day layover of the committee report), 
because the report (H. Rept. 108-609, Part I) did not become 
available until July 19, 2004, and the bill may be considered 
by the House as early as July 20, 2004.

                  SUMMARY OF AMENDMENTS MADE IN ORDER

    (Summaries of amendments derived from information provided 
by the sponsor.)
    1. Oxley No. 5: Manager's Amendment. Clarifies the original 
intent of the bill to ensure that any company that wishes to 
voluntarily expense stock options in certain filings required 
under the securities laws may do so. (10 minutes)
    2. Sherman No. 1: Eliminates the requirement in the bill 
that an assumption of zero volatility be used when calculating 
the value of stock option expense for the top-five executives. 
(10 minutes)
    3. Maloney No. 3: Preserves the authority of the Securities 
and Exchange Commission (SEC) to establish accounting 
principles or standards on its own initiative as the SEC deems 
necessary in the public interest or for the protection of 
investors. It is intended to preserve the SEC's ability to 
prescribe the contents of public filings. (10 minutes)
    4. Kanjorski/Castle No. 2: Amendment in the Nature of a 
Substitute. Includes findings concerning the SEC authority over 
standard setting, the importance of the Financial Accounting 
Standards Board (FASB) independence and credible accounting 
standards to the economy and investors, the recent actions of 
Congress in Sarbanes-Oxley to strengthen the standard-setting 
process, the comparative advantage provided to the U.S. by high 
quality accounting standards, and the damage to the standard-
setting process of legislative pre-emption. Includes a sense of 
the Congress that preserving the integrity of the accounting 
standard-setting process and FASB independence is crucial to 
the financial reporting system and markets and that the SEC 
should be permitted to adopt new standards without 
Congressional intervention. Directs the SEC to oversee the 
process of setting standards for equity-based compensation to 
ensure that all comments are appropriately reviewed and that 
any modifications necessary to insure the highest quality 
accounting standards are adopted. (20 minutes.)

                    TEXT OF AMENDMENTS MADE IN ORDER

 1. An Amendment To Be Offered by Representative Oxley of Ohio, or His 
                  Designee, Debatable for 10 Minutes.

  At the end of subsection (m)(4)(B) of the matter proposed to 
be inserted by section 2 of the bill, strike the close 
quotation mark and following period and insert the following:

          ``(5) Voluntary expensing.--Notwithstanding the 
        requirements of this subsection, issuers may elect to 
        expense the fair value of all officer and employee 
        stock options in the annual report of such issuer under 
        subsection (a)(2), in accordance with the expensing 
        alternative of Statement of Financial Accounting 
        Standards Number 123, and any such issuer making such 
        election in the annual report for a fiscal year shall 
        not be subject to paragraphs (2) through (4) of this 
        subsection for such fiscal year.''.

  At the end of paragraph (3)(B) of the matter proposed to be 
inserted by section 3 of the bill, strike the close quotation 
mark and following period and insert the following:

                  ``(C) Exception for voluntary expensing.--
                Nothing in this paragraph or in any other 
                provision of the Stock Option Accounting Reform 
                Act shall prevent the Commission from 
                continuing to recognize the expensing 
                alternative of Statement of Financial 
                Accounting Standards Number 123 as part of 
                generally accepted accounting principles for 
                issuers that elect to expense the fair value of 
                all officer and employee stock options in the 
                annual report of such issuer pursuant to 
                section 13(m)(5) of the Securities Exchange Act 
                of 1934.''.

2. An amendment To Be Offered by Representative Sherman of California, 
               or His Designee, Debatable for 10 Minutes

  In subsection (m) of the matter proposed to be inserted by 
section 2 of the bill, strike
          ``(3) Fair value.--
                  ``(A) In general.--The''.
  and insert
          ``(3) Fair value.--The''.
  In subsection (m)(3) of the matter proposed to be inserted by 
section 2 of the bill, strike subparagraph (B).

3. An Amendment To Be Offered by Representative Maloney of New York, or 
                 Her Designee, Debatable for 10 Minutes

  At the end of the bill, insert the following:

SEC. 5. CONFIRMATION OF S.E.C. AUTHORITY.

  Nothing in this Act shall be construed to impair or limit the 
authority of the Commission to establish accounting principles 
or standards on its own initiative as the Commission deems 
necessary in the public interest or for the protection of 
investors.

    4. An Amendment in the Nature of a Substitute To Be Offered by 
 Representative Kanjorski of Pennsylvania, or His Designee, Debatable 
                             for 20 Minutes

  Strike all after the enacting clause and insert the 
following:

SECTION 1. SHORT TITLE.

  This Act may be cited as the ``Accounting Standards Integrity 
Act''.

SEC. 2. FINDINGS.

  Congress finds the following:
          (1) The Securities and Exchange Commission has broad 
        authority to prescribe accounting standards applicable 
        to issuers of publicly traded securities, and generally 
        has relied on the Financial Accounting Standards Board 
        to establish generally accepted accounting standards 
        for private sector businesses.
          (2) Objective accounting standards are essential to 
        the efficient functioning of the economy and the 
        capital markets, as investors, creditors, analysts, 
        auditors, and others rely on credible, transparent, and 
        comparable results of operations in making decisions 
        regarding the allocation of capital.
          (3) Congress recently acknowledged the importance of 
        the accounting standard-setting process to our capital 
        markets and strengthened the the Financial Accounting 
        Standards Board's independence as part of the Sarbanes-
        Oxley Act of 2002, which passed the House of 
        Representatives and the Senate by votes of 423-3 and 
        99-0, respectively.
          (4) Congress, in the Sarbanes-Oxley Act of 2002, also 
        recognized the importance of the convergence of United 
        States and international accounting standards on high 
        quality accounting standards.
          (5) The United States capital markets enjoy a 
        competitive advantage as a result of the high quality 
        and integrity of our financial reporting system and the 
        accounting standards that underlie it and would lose 
        that advantage over foreign markets if our accounting 
        standards and policies are considered less than 
        objective.
          (6) Investors benefit from independent and fair 
        accounting standards that are free from undue political 
        interference.
          (7) The rulemaking authority and credibility of the 
        Financial Accounting Standards Board may be irreparably 
        damaged by legislation that preempts the existing 
        public and fair deliberative process.
          (8) The Securities and Exchange Commission of the 
        United States has the ultimate authority over the 
        content and process for setting standards for issuers 
        of publicly traded securities.

SEC. 3. SENSE OF THE CONGRESS.

   It is the sense of Congress that--
          (1) preserving the integrity of the accounting 
        standard-setting process and the independence of the 
        Financial Accounting Standards Board is crucial to the 
        functioning and transparency of the financial reporting 
        systems and capital markets of the United States; and
          (2) the Securities and Exchange Commission should be 
        permitted to recognize or adopt new accounting 
        standards without Congress or other parties intervening 
        in the process before it is completed to override or 
        delay recognition of those standards.

SEC. 4. SECURITIES AND EXCHANGE COMMISSION MANDATE.

  Consistent with its established procedures, the Securities 
and Exchange Commission shall--
          (1) oversee the process of accounting standard-
        setting to ensure a process that assures that all of 
        the comments, concerns, and recommendations gathered 
        during the comment period on any proposal regarding 
        equity-based compensation are subject to appropriate 
        review; and
          (2) before a final standard is adopted, ensure that 
        any modifications are made that are appropriate for the 
        purposes of adopting the highest quality accounting 
        standards that will best serve the purposes of our 
        financial reporting system and the United States 
        economy as a whole.

                                  
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