THE FASB CODIFICATION: WHAT YOU NEED TO KNOW This presentation has not been approved, disapproved, or otherwise acted upon by any senior technical committees of the AICPA, nor does it represent the views or an official position of the AICPA. This presentation is not intended as legal, accounting, or other professional advice and should not be relied upon as such. © 2009 The American Institute of Certified Public Accountants Today’s Objectives Today’s session is designed to help you better understand the purpose, meaning, and structure of the Codification how to implement FASB Accounting Standards CodificationTM (ASC); and available resources. 1 What is the Codification? What is the Codification? The source of authoritative U.S. GAAP recognized by FASB to be applied by all nongovernmental entities An effort to reduce the complexity of accounting standards and to facilitate international convergence. The effort resulted in a major restructuring of accounting and reporting standards. Level A–D U.S. GAAP (previously issued by a standard setter) was codified into a topically organized format (approximately 90 topics). 2 What is the Codification? It affects U.S. non-governmental accounting standards only It is NOT intended to change U.S. GAAP. It supersedes existing sources of U.S. GAAP, and any prior sources of U.S. GAAP not included in the Codification or grandfathered are not authoritative. It is the authoritative source for U.S. GAAP in addition to guidance issued by the SEC. It eliminates the four prior levels of the U.S. GAAP hierarchy (for nongovernmental entities) and instead integrates U.S. GAAP in which all guidance carries an equal level of authority. Why Codify U.S. GAAP? Constituent concern was that U.S. GAAP was overly confusing and difficult to research. Multiple types of standards, multiple standard setters, multiple indexing schemes, and different levels of authority made it difficult to ensure completeness of all relevant guidance and accuracy in its application. Mitigate the risk of non-compliance with standards through improved usability of the literature See the FASB’s Codification Notice to Constituents (NTC) for a full discussion of the goals of the Codification. 3 How to Access the Codification It is available online, after a quick registration, at http://asc.fasb.org and as a link from fasb.org. There is free access to a basic view of the Codification. fee based subscription to the professional view which has enhanced functionality (search and retrieval functions, printer-friendly with sources utility, cross reference features, personal annotations, and dynamic linking capabilities). FASB has also issued an October 31, 2009 version of the Codification in print (4 volume set). The Codification Timeline and What it Means for You 4 Release of the Codification as Authoritative June 30, 2009, FASB issued FASB Statement No. 168 which flattens the U.S. GAAP hierarchy into the two new levels of: authoritative (in the Codification) and nonauthoritative (not in the Codification) Financial statement preparers, auditors, and academics alike must use the Codification. Referencing the Codification in Financial Statements An entity should reflect the Codification in its financial statements issued for interim and annual periods ending after September 15, 2009. Prior to the issuance of the Codification it was not unusual for footnotes to refer to specific standard numbers (for example, ―as required by FASB Statement No. 133‖). These references are no longer the authoritative source of U.S. GAAP, and such references should be changed. 5 Referencing the Codification in Financial Statements FASB encourages the use of plain English language to describe references (for example, ―as required by the Derivatives and Hedging Topic of the FASB Accounting Standards Codification―) rather than referencing the specific Codification reference. Including a detailed description of an accounting policy or accounting treatment of a transaction may be more useful to financial statement users than references to FASB ASC. Since FASB ASC is not intended to change U.S. GAAP, the consistent use of references to only FASB ASC for all periods presented (including periods before the authoritative release of FASB ASC) is appropriate. Referencing the Codification in Financial Statements Since the Codification is not the authority for SEC guidance, all references to SEC content should still be to the appropriate SEC rule, NOT to the Codification. The SEC has stated that for interim and annual financial statements for periods ending after September 15, 2009, any references to specific elements of U.S. GAAP should use the FASB ASC reference (and references for all periods presented should be on a consistent basis) 6 Referencing the Codification in Financial Statements Certain accounting standards have allowed for the continued application of superseded accounting standards for transactions with ongoing effects in an entity’s financial statements. If an entity continues to follow grandfathered guidance not included in the Codification, you would still reference those standards (and not FASB ASC). An explanation and a partial listing of grandfathered guidance is included in FASB ASC 105-10-70. The pooling of interests method is an example of grandfathered guidance. Referencing the Codification in Financial Statements The Codification is effective for interim and annual periods ending after September 15, 2009. What this means for both public and non public entities: A non public entity with a 12/31/09 year end would reference the Codification (or use plain English referencing) in its financial statements. A public entity filing financial statements for the quarter ended 9/30/09 would reference the Codification (or use plain English referencing) in its financial statements. 7 Referencing the Codification in Engagement Workpapers It is prudent to expect that audit, attest, or compilation and review work papers associated with financial statements for a period ending after September 15, 2009 would also reflect the Codification since the underlying financial statements, the subjects of those engagements, reference the Codification. SEC Response to FASB ASC In August 2009 the SEC issued Interpretive Release No. 33-9062A, Commission Guidance Regarding the Financial Accounting Standards Board's Accounting Standards Codification The release instructs statement preparers, auditors, and investors that as of September 15, 2009, ―references in the commission’s rules and staff guidance to specific standards under U.S. GAAP should be understood to mean the corresponding reference in the FASB Codification.‖ 8 PCAOB Publishes Q&A The PCAOB has published staff questions and answers on the Codification which discuss: references to U.S. GAAP in PCAOB standards auditor responsibilities with respect to the Codification The Q&As are available at: http://pcaobus.org/Standards/QandA/2009-0902_FASB_Codification.pdf. Codification Content 9 Codification Content Includes authoritative guidance (for example, standards sections, implementation guidance, and so on) Excludes content deemed redundant or nonauthoritative (for example, much of basis for conclusions) Codification Content Content Approach and Features The Codification uses a current text approach; it does not identify documents that solely amend other standards. The Codification provides references to the standards used in the Codification through the cross-reference tool (available in the basic and professional views). The Codification includes all level A–D U.S. GAAP issued by a standard setter, in addition to AICPA TIS 5100, ―Revenue Recognition‖ (paragraphs .38-.76). 10 Codification Content The following literature is included in the Codification: FASB Statements, Interpretations, Technical Bulletins, Staff Positions, Staff Implementation Guides, and Statement No. 138 Examples EITF Abstracts and Topic D Derivative Implementation Group Issues Accounting Principles Board Opinions Accounting Research Bulletins FASB Accounting Interpretations AICPA Accounting Statements of Position, Practice Bulletins, incremental accounting guidance from Audit and Accounting Guides, and Technical Inquiry Service questions and answers (for Software Revenue Recognition only) Select SEC guidance SEC Content in the Codification SEC content is the domain of the SEC. SEC content is included in Codification topics but in separate SEC sections. SEC guidance is required only for SEC registrants. An ―S‖ precedes any SEC guidance in the Codification. SEC material sections include the full text of the relevant guidance. SEC sections do not contain the entire population of SEC rules, regulations, interpretive releases, and staff guidance. To reference SEC guidance, ALWAYS refer to the specific SEC rule (not the Codification) 11 Excluded Content The Codification does not include the following: Guidance for non-U.S. GAAP matters such as OCBOA (including cash basis, income tax basis, or regulatory accounting principles). Governmental accounting standards. Standards that were outdated or superseded on December 31, 2008 Excluded Content The Codification also does not include the following: Nonessential material such as redundant summaries of existing standards, historical content, discussions of previous practice, summaries of constituent feedback, and similar content. Grandfathered material such as pooling of interests in a business combination and pension transition assets or obligations 12 Codification Structure How is the Codification Structured? Areas Topics Subtopics Sections Subsections 13 How is the Codification Structured? Such detailed referencing is recommended for working papers (e.g. in audit engagements), articles, textbooks, and other similar items. Example of referencing FASB Accounting Standards Codification (ASC) Topic-Subtopic-Section-Paragraph FASB ASC 305-10-05-1 (cash-overall-overview and background, paragraph 1) How is the Codification Structured? Areas—groupings of topics General Principles Presentation Assets Liabilities Equity Revenue Expenses Broad Transactions Industry 14 How is the Codification Structured? Topics Broadest categorization of related content (for example, FASB ASC 405, Liabilities) Correlate with IFRS / IAS standards Subtopics Represent subsets of a topic (for example, FASB ASC 405-20, which discusses the extinguishment of liabilities) Generally distinguished by type or scope How is the Codification Structured? Sections Represent the nature of the content in a subtopic. Examples are recognition, disclosure, and subsequent measurement. Correlate with IFRS / IAS sections. Consistent numbering throughout the Codification. For example, section 05 is always Overview and Background Information. 15 How is the Codification Structured? Standard Sections 00-Status 05-Overview and Background 10-Objectives 15-Scope and Scope Exceptions 20-Glossary How is the Codification Structured? Standard Sections (continued) 25-Recognition 30-Initial Measurement 35-Subsequent Measurement 40-Derecognition 45-Other Presentation Matters 50-Disclosure 16 How is the Codification Structured? Standard Sections (continued) 55-Implementation Guidance and Illustrations 60-Relationships 65-Transition and Open Effective Date Information 70-Grandfathered Guidance 75-XBRL Definitions How is the Codification Structured? Subsections Allow further segregation and navigation of content. Occur in a limited number of cases. Unlike sections, subsections are not numbered. 17 Codification Structure Example Leases Topic Subtopics Sections Operating Leases Overall Scope Lessees Disclosure Lessees Scope Lessees Capital Leases Disclosure Lessees Scope Lessees Disclosure Lessees Subsections Lessors Lessors Lessors Lessors Lessors Lessors Note: This is for illustration only and does not include all Topics, Subtopics, Sections, and Subsections. A Look at FASB’s Basic View of the Codification 18 Home Page of the Codification A Look at the Cross Reference Tool 19 A Look at the Cross Reference Tool Cross Reference Search by Standard Type AAG AIN APB ARB CFRR DIG EITF FAS FIN AICPA Audit and Accounting Guide AICPA Interpretations APB Opinions Accounting Research Bulletins Codification of Financial Reporting Releases FASB Derivative Implementation Group Issues Emerging Issues Task Force FASB Statements FASB Interpretations A Look at the Cross Reference Tool Cross Reference Search by Standard Type (continued) FSP FTB IR PB QA SAB SOP SX TIS FASB Staff Positions FASB Technical Bulletins SEC Interpretive Release AICPA Practice Bulletins FASB Staff Implementation Guides SEC Staff Accounting Bulletin AICPA Accounting Statement of Position SEC Regulation S-X AICPA Technical Inquiry Service (only for software revenue recognition 5100, pars. 38-76) 20 Areas in the Codification Navigating in the Codification 21 Levels within the Codification Topic Subtopic Sections SEC Content FASB ASC on AICPA ReSource - Online 22 Go to “My Subscriptions” FASB Accounting Standards Codification 23 Cross Reference Tool Go To Function 24 Navigating the Topics Show source content 25 What Links Here Feature Join Sections 26 Join Sections Ongoing Standard Setting Process 27 Exposure Drafts Exposure drafts are located on the FASB web site The standard FASB due process for exposure drafts is not changing due to the Codification. Exposure drafts contain all proposed amendments to the Codification Consistent with pre-Codification exposure drafts Added text is underlined Deleted text is struck out Ongoing Standard Setting Process New standards will consist of the standard and an appendix of Accounting Standards Update instructions. Accounting Standards Updates for new standards will be issued and numbered sequentially for each year (for example, 2010-01 would represent the first Accounting Standards Update issued in 2010). All new standards will be issued this way regardless of how such guidance was issued previously (for example, FASB Statements, FASB Staff Positions, and EITF Abstracts). 28 Ongoing Standard Setting Process Upon release, the actual standard will not be authoritative; the Accounting Standards Update instructions will be the source used to update the Codification. When amending paragraphs in the Codification, both the old and new paragraphs will be presented until 6 months after the new guidance is completely effective for all entities, according to the NTC. The Codification Research System will be updated concurrently with the release of a new standard. Transitional Matters 29 Feedback The Codification has a submit feedback feature throughout where constituents can give FASB comments on the Codification system and content (included in both the basic and professional views) Any overall non-content matters having to do with system functionality and performance should be submitted through the general feedback feature on the FASB ASC home page. Any feedback related to fatal content flaws or questions or concerns about U.S. GAAP requirements should be submitted using the paragraph level feedback feature. Examples of feedback FASB is interested in receiving via the submit feedback: The Codification times out too often. Accounting for other-than-temporary impairment is not clear in FASB ASC. Additional Resources Web sites Codification site is http://asc.fasb.org Codification site is also available at FASB’s site www.fasb.org AICPA resources related to the Codification can be found at http://www.aicpa.org/InterestAreas/AccountingAnd Auditing/Resources/AcctgFinRptg/AcctgFinRptgGu idance/Pages/FASBAccountingStandardsCodificati on.aspx. 30 Summary and Questions 31