It’s All About the Accounting December 5, 2007 Neal J. Hannon Director, Financial Reporting Technologies Financial Accounting Foundation Predicting the future is easy. Just note what is possible today then anticipate how people will use it when simplified. The views expressed in this presentation are my own and do not represent positions of the FAF or FASB. Positions of the FAF /FASB are arrived at only after extensive due process and deliberations. It’s All About the Accounting Sub-theme: If the accounting’s not right, the XBRL is not right Evolution and Structure of Accounting Nature of US GAAP XBRL and the US GAAP The triad of accounting embedded in XBRL Tagging the accounting Your role in the review of the US GAAP taxonomy Structure and nature of accounting Translating accounting into software Digesting and assimilating hundreds of accounting packages into a standardized way of representing business data to a computer First surviving accounting textbook: “The Summa” written by Fra. Luca Pacioli in 1494 (included illustrations by L. Da Vinci) A best seller in its day Publicized the Method of Venice Helped to spread literacy in the middle class Luca Pacioli—the “Father of Accounting” A mathematician and merchant Became a Franciscan friar Franciscans came out of, and ministered to, merchant class Did not invent double-entry accounting but spread the knowledge The Method of Venice (Double-entry Accounting) A binary (0,1) method for recording economic events Invention of the “Debit” and “Credit” concepts from the Italian terminology Allowed for much easier addition and subtraction before calculators were invented Debit Comes from the Italian “debito” which comes from the Latin “debita” and “debeo” which means: OWED TO the proprietor or an asset of the proprietor Credit Comes from the Italian “credito” which comes from the Latin “credo” which means: Trust or belief (in the proprietor) or OWED BY the proprietor From the 13th century to the present: Double-entry accounting spread throughout the world Accountants in each country adapted accounting practices to suit their: Cultures Laws & regulations Capital market structures Environments National differences in accounting rules and practices render financial statements of companies based in different countries UNCOMPARABLE Often referred to as the "truth in securities" law, the Securities Act of 1933 has two basic objectives: ◦ require that investors receive financial and other significant information concerning securities being offered for public sale; and ◦ prohibit deceit, misrepresentations, and other fraud in the sale of securities. With this Act, Congress created the Securities and Exchange Commission. The Act empowers the SEC with broad authority over all aspects of the securities industry. This includes the power to register, regulate, and oversee brokerage firms, transfer agents, and clearing agencies as well as the nation's securities self regulatory organizations (SROs). On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002, which he characterized as "the most far reaching reforms of American business practices since the time of Franklin Delano Roosevelt." (the 1930’S) The Act mandated a number of reforms to enhance corporate responsibility, enhance financial disclosures, combat corporate and accounting fraud Created the "Public Company Accounting Oversight Board," also known as the PCAOB, to oversee the activities of the auditing profession. Robert K. Herdman Former Chief Accountant, U.S. Securities & Exchange Commission The SEC has a unique position in the financial reporting process. The Commission not only has authority under the securities laws of the United States to set accounting standards to be followed by public companies but also the power to enforce those standards. Practically since its inception, the Commission has looked to the private sector for leadership in establishing and improving the accounting methods used to prepare financial statements.2 The body currently performing that function is the Financial Accounting Standards Board, or the FASB. As a result, the FASB has the power to set, but not enforce, accounting standards to be used by public companies. Non-stock, Delaware corporation Incorporated in 1972 IRC Section 501(c)(3) Status Operating exclusively for educational purposes Located in Norwalk, CT Establish and improve financial accounting and reporting standards Educate constituents as to standards Responsible for oversight, administration, and finances of Standards Boards (FASB and GASB) and Advisory Councils Protect independence and integrity of standard-setting process Generally Accepted Accounting Principles (GAAP) is the standard framework of guidelines for financial accounting, mainly used in the U.S.A.. It includes the standards, conventions, and rules accountants follow in recording and summarizing transactions, and in the preparation of financial statements. New and unique situations arise continuously During “pre-clearing” process, SEC often consults FASB for guidance but remains the final arbitrator of accounting Will/should future guidance from the SEC include how to properly tag a transaction? GAAP accommodates variation in applied accounting methods as long as the methods generally adhere to GAAP’s set of principles….. This drives computers crazy! Had to Play from start to finish Record could be damaged if you attempted to play a specific track. Similarly , Notes and Disclosures today are made to be read and understood in one way, the whole Note from start to finish. •Individual Tracks Separated •Choose Your Own Order for Play •Start and Stop The technology dramatically changed how we relate to music and gave us more power to select individual cuts suited to musical tastes and preferences The task ◦ Collect, identify, classify the entire set of music created by the Beatles ◦ Using master tapes, break out the riffs ◦ Re-configure music into digital sound bytes The results ◦ New Music.. The Beatles Love Album The task ◦ Collect, identify, classify the entire set of GAAP created by US Authoritative Sources of GAAP ◦ Using financial statement hierarchy, break out the elements into an XBRL taxonomy ◦ Re-configure accounting into digital bytes The results ◦ New Filings.. The SEC Interactive Data initiative in XBRL How do you tag a principle? Computers need consistency ◦ Like transactions reported the same way How was it constructed? Analysts Investors Current reporting SEC CFO Investor Relations GAAP, SEC Regulations Codification project Audit check lists US GAAP Taxonomy Development Effort XBRL US Internal and Public Testing XBRL protocols Taxonomy Release Labels Definitions References Label – may or may not be close to a company’s financial statement presentation. The common language label could also be different from the XBRL label Definition – Definitions for US GAAP required disclosures will most likely contain language directly from authoritative literature. References – References point to authoritative literature with disclosure requirements or to directional references Getting the accounting right means the XBRL must create an alignment of the company’s reporting intent with the accounting treatment suggested by the combination of the label, the definition and the authoritative references. In XBRL, meta data counts. Revenue Recognition: Hardware Revenue from hardware sales or sales-type leases is recognized when the product is shipped to the client and when there are no unfulfilled company obligations that affect the client’s final acceptance of the arrangement. Any cost of these obligations is accrued when the corresponding revenue is recognized. Revenue from rentals and operating leases is recognized on a straight-line basis over the term of the rental or lease. Revenue Recognition: Hardware Revenue from hardware sales or sales-type leases is recognized when the product is shipped to the client and when there are no unfulfilled company obligations that affect the client’s final acceptance of the arrangement. Any cost of these obligations is accrued when the corresponding revenue is recognized. Revenue from rentals and operating leases is recognized on a straight-line basis over the term of the rental or lease. Revenue Recognition: Hardware Revenue from hardware sales or sales-type leases is recognized when the product is shipped to the client and when there are no unfulfilled company obligations that affect the client’s final acceptance of the arrangement. Description of accounting policies associated with the recognition of gross revenues and gross revenue adjustments, which are components of net revenues in the statement of operations for the period. From the taxonomy Label Standard label in English: Revenue Recognition Accounting Policy, Gross and Net Revenue Disclosure Standard label in XBRL: RevenueRecognitionAccountingPolicyGrossNetRevenueDisclosure Definition Description of accounting policies associated with the recognition of gross revenues and gross revenue adjustments, which are components of net revenues in the statement of operations for the period. Authoritative Reference Accounting Principles Board Opinions (APB) Number 22, Paragraph 8 XML is a wonderful language for describing objects in computer readable formats. XML depends on meta data to describe the contents of its digital message. XBRL must contain several attributes in order to transform numbers into meaningful business reporting interactive data. When we move from a paper based reporting world to an interactive data world, the data contained in a finding will not be complete or understandable without accurate meta data accompanying the element reported. So.. If a filing contains a label that is further described by a definition and a reference, the computer referencing the item will have all three pieces of information as discoverable meta data Label Definition Reference If the definition is off or the reference is wrong, is the tagged data also wrong? What if an investor, reading the XBRL meta data, relies on the XBRL definition or reference? Shouldn’t the entire financial information supply chain care about the triad of accounting? Taxonomies must be well developed Future standard-setting and XBRL ◦ Complete and accurate tagging system is key to achieving benefits ◦ Be considerate of whether tags faithfully represent financial reporting under GAAP ◦ FASB’s Codification project will change taxonomies ◦ IFRS- US GAAP Convergence – tags will converge as standards do ◦ More accommodative to global comparability issues? ◦ Should Taxonomy guidance issued with new standards? Let’s look at how a company might want to use the US GAAP taxonomy for reporting “Franchise Fee Revenue” Step One: Review Accounting Literature Step Two: Find Franchise Fee Revenue in Taxonomy Note: the 12-05-07 taxonomy has an Element named “InitialFranchiseFees” Franchise Revenue; not Franchise fee revenue kkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkk kkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkk kkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkk kkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkkk Step 3: Examine the Definition for fitness for use. Does this match your internal definition of the accounting concept? Step 4 Check the References In this case, the taxonomy contains to reference guidance. However, we did find some guidance in FAS 45. The accountant should review FAS 45 and determine if the definition, label combination will provide the accounting treatment desired. This is an example of what a practitioner could report to XBRL US during the public review of the taxonomy. A company begins the process of producing financial statements Complies with Sarbanes-Oxley Obtains auditor signoff for the accounting. Process yields an amount for an account called deferred revenue. The US GAAP taxonomy has a label called “deferred revenue”. In fact, it has several. All three accounting points of reference need to be assessed: ◦ English label and its associated XBRL label ◦ Definition ◦ Reference Follow the preparers guide for creating entity specific extensions Guidelines should be published soon Make comments to XBRL US for areas your entity needs additional elements Starts December 5th Feedback on the accounting critical to the success of the SEC’s initiative. Anyone in the world can comment on the taxonomy. The unique part of this taxonomy is in the notes and required disclosures If you are an SEC filer, examine your current SEC filings and dissect each piece of information contained in the disclosure. After the specific data contained in the note is parsed, compare to the elements available in the US GAAP taxonomy. Match your reported information to the elements available in the note taxonomy and determine the fit. If you determine that something is missing or incorrectly stated, file a note with the XBRL US public test website. Tagging software should be able to assist you in this process soon. Major multi-year project Purpose is to develop a comprehensive codification of all existing accounting literature Easily retrievable database will be maintained Codification will be immediately updated upon issuance of new standards The codification project, which will classify all authoritative GAAP in one place, will alter the way accounting in the US is accessed and used. The 20 or so sources of current GAAP will become one, rendering all references in the present US GAAP taxonomy to be incorrect. In 2008, as the authoritative literature is reorganized, so will the references in the taxonomy. When the codification becomes GAAP, the XBRL taxonomy will be ready. The leaders of the IASB, SEC and FASB have consistently stated that the goal is to create one set of world class accounting standards. FASB and IASB have been working on improvements to standards since 2002. The SEC is now accepting IFRS accounting statements from foreign filers. The SEC has also indicated a willingness to consider allowing US companies to file in IFRS But When And some think IFRS will be the World’s standard within the next 5 years All US GAAP accessible in an understandable format US GAAP modeled in a comprehensive and robust interactive data format, complete with references and definitions Complexity in accounting under siege ◦ SEC committee ◦ FASB conceptual framework and financial statement presentation projects Sarbanes/Oxley PCAOB Emergence of IFRS in the global economy European Union influence XBRL world wide Know your taxonomy ◦ Get familiar with the major components that will effect your reporting entity Participate in the public testing period ◦ Visit XBRL US’s website and take a good look ◦ Propose changes and improvements Create instance documents ◦ test the veracity of the taxonomy Neal J. Hannon Director, Financial Reporting Technologies Financial Accounting Foundation FASB/GASB njhannon@f-a-f. org 203-956-5219