COURSE MAP ACCOUNTING RESEARCH AND STANDARD SETTING There is an assignment for the first class. See Session 1, page 16. Students who wish to be in the same group can email us prior to the first class. See Group Work on page 9. 1 Table of Contents Course Schedule ............................................................................................................................................ 3 Introduction................................................................................................................................................... 4 Goals ............................................................................................................................................................. 4 Assessment.................................................................................................................................................... 9 Group Work ................................................................................................................................................... 9 Group Membership ............................................................................................................................... 9 Deliverables ......................................................................................................................................... 10 Submitting Reports: Noon ................................................................................................................... 11 Declining an Opportunity to Participate: Noon................................................................................... 11 Group Assignment Grading ................................................................................................................. 12 Group Class Participation .................................................................................................................... 13 Course Projects............................................................................................................................................ 15 Session 1 ...................................................................................................................................................... 16 Session 2 ...................................................................................................................................................... 19 Session 3 ...................................................................................................................................................... 21 Session 4 ...................................................................................................................................................... 24 Session 5 ...................................................................................................................................................... 26 Session 6 ...................................................................................................................................................... 35 Session 7 ...................................................................................................................................................... 40 Session 8 ...................................................................................................................................................... 45 Session 9 ...................................................................................................................................................... 48 Session 10 .................................................................................................................................................... 53 Session 11 .................................................................................................................................................... 57 Session 12 .................................................................................................................................................... 62 Session 13 .................................................................................................................................................... 69 Session 14 .................................................................................................................................................... 70 2 Course Schedule SCHEDULE Session Topics 1 — Course policies and other administrative Issues — Introduction to FASB ASC — Applications: A few things you may not know about cash flow statements and convertible debt 2 — Applying ASC and eIFRS (outsider-user's perspective) — Applications: capitalizing development costs: IFRS versus US GAAP 3 — Revenue recognition: new authoritative guidance and applications — Guest participants: • Nicole Zabinski, Executive Director, EY's Professional Practice Group • Irina Khouade, Senior Manager, EY's Professional Practice Group 4 — ASC and eIFRS: applications (insider-preparer's perspective) Identifying and applying the appropriate authoritative guidance — Guest participant: Scott Ehrlich, Founder and President, Mind the GAAP — Applications: Restricted stock units, software development costs and preferred shares with detachable warrants 5 — Financial instruments: proposed authoritative guidance 6 — The intersection of reporting practice, standard setting and policy – case studies from the credit crisis and SEC IFRS policy — Guest participants: • Paul Beswick, Chief Accountant at the U.S. Securities and Exchange Commission during crisis • Greg Jonas, Managing Director of Moody's Accounting during crisis, currently Director of the Office of Research and Analysis at the PCAOB 7 — Consolidation: authoritative guidance 8 — Consolidation: VIE application 9 — Employee benefits: authoritative guidance and related concepts and computations 10 — Financial instruments related to securitizations — Guest participants: • Roger Pearson, PWC's Financial Instruments, Structured Products, and Real Estate Group 11 — Employee benefits: applications — Guest participants: • Diana Scott, Leads Towers Watson's North American Benefits Accounting and Financial Reporting Consultation Group and co-leads Towers Watson's Global Accounting Consultation Team • Greg Jonas, Director of the Office of Research and Analysis at the PCAOB 12 — Leases: proposed authoritative guidance 13 — Project presentations 14 — Project presentations 3 Introduction This detailed Course Map, which takes the place of a syllabus, course packet and textbook, will help you navigate the course. We hope it will give you a sense of our commitment to work with you to make the course a rewarding experience. This course likely differs significantly from most, if not all, of the other courses you have encountered. You need to understand these differences, so we can work effectively together. But first you need to know how they will benefit your career, so you will be motivated to embrace them. This means you need to buy into the course goals because everything we do is designed to help you meet them, including the things we do differently. The course goals are aligned with a bigger overarching goal: above all, we seek to prepare you to thrive in an increasingly challenging workplace. Human capital based solely on lower-level thinking skills is becoming commoditized as students around the world learn these skills on line from leading authorities at no cost, or low cost. As a result, the major accounting firms and other companies are increasingly outsourcing tasks requiring lower level thinking to countries where these tasks can be done for a fraction of the cost. Additionally, jobs requiring these basic skills are being rapidly replaced by technology. This means to continue to earn their current levels of compensation, accountants and finance professionals in the US and other developed countries must focus increasingly on tasks requiring higherlevel critical thinking. Accordingly, you must enter the workforce prepared to think more critically individually and collectively than your predecessors did in the recent past. Also, because of the exponential growth in information, you must strengthen your research skills and learn to work effectively with others. We’ve developed the course goals based on numerous conversations about the changing workplace with thought leaders from Wall Street, Main Street, and the major accounting firms. The course is challenging because these goals are challenging. But we are absolutely convinced that the benefits you will attain from pursuing them will far outweigh the costs. Goals 1. This course aims to help you become reasonably proficient at locating, interpreting, and applying the appropriate authoritative guidance to events or circumstances under US GAAP and IFRS. 4 Relevance to your career: You will use and continue to hone these research skills throughout your career, especially if you are preparing or auditing financial statements. However, as you will learn through the assignments, it is also an important skill for finance professionals who are trying to assess how faithfully financial statements represent the underlying events and circumstances. If you plan take the CPA exam, an additional benefit of meeting this goal is researching authoritative guidance is tested on the exam, as are many of the topics you will be researching (e.g., revenue recognition, leases, business combinations, pensions, etc.). 2. This course aims to help you understand the complex processes and judgments behind standard setting, including ways parties who will be affected by proposed standards, and often have conflicting interests, can significantly influence standards. Relevance to your career: The first goal centers on “what” authoritative guidance should be applied to events and circumstances. By contrast, this goal centers on “why” standard setters decided on this guidance. Knowing standard setters’ objectives and the tradeoffs they made can help you interpret authoritative guidance and thus determine whether it is appropriate for your setting. The assignments will help you appreciate how easy it is to misinterpret guidance before delving into its background. Understanding the tradeoffs standard setters made is especially important for finance professionals who are trying to assess how faithfully financial statements reflect the underlying reality. Additionally, knowing the “whys” behind the myriad of rules and procedures you will be studying to prepare for the CPA exam will help you learn and apply them. 3. This course aims to help you become an effective learner and teacher in the workplace. Relevance to your career: You’re entering a knowledge economy where your capacity to learn and teach will give you, your team, and your organization competitive edges. Some of your on-the-job learning will occur in relatively short training programs. These will be similar to your college courses in that, regardless of your level of engagement (lectures, simulations, case discussions etc.), the things you learn and how you learn them will largely be controlled by instructors. Also, similar to college courses featuring group work; you will be teaching others and learning from them. We’re confident your college courses have prepared you to fully capitalize on these training programs. But most of your learning on the job will occur outside these settings and you and your teammates will largely control the things you learn and how you learn them (rather than instructors). You’ll also be spending more time teaching each other. We’ve designed the course to help you start developing the teaching and learning skills you will need to become highly effective in these roles. 5 We’re going to use a workplace scenario to explain the process we will follow each week. In this scenario, your team gets assignments from, and reports directly to, a “senior.” For the most part, our role in the course is to simulate the senior’s role in this scenario. This includes giving weekly assignments that will require your group to submit written responses to questions therein. You must also be prepared to present and defend your responses during class if you’re called on to do so and to discuss other groups’ responses. So our objective during class discussions will be to simulate what you’re going to experience in the workplace when you report back to your senior (and possibly others). We also want to simulate what you will experience if your senior invites high profile guests to attend the meeting. To prepare for class each week, we recommend you mimic the process you will follow when you’re team is given assignments in the workplace. The first thing you will likely do is split the workload to ensure the assignment is manageable. We will recommend a way to split each assignment into two parts and also recommend the number of members you should assign to each part. Each subgroup will be responsible for learning the terms, concepts, and authoritative guidance needed to complete the assignment (using recommended readings and other sources) and for applying what they learn to assigned questions. This will require a good deal of collaboration where subgroup members will alternate between learning on their own and teaching each other. Importantly, except for a brief introduction in the assignment, we won’t be explaining the related terms and concepts through lectures or otherwise before you encounter them. Your task would be much easier if we did preview these things and this would be great for us because we would enjoy explaining them. However, we won’t provide previews because your seniors won’t be doing it in the workplace. Rather, they will be giving you guidance similar to what we will provide in the assignments. We’re also going to try and simulate how teams interact with their seniors while working on assignments. We envision a three-step process. First, each team member will tackle tasks on their own, including learning and applying related concepts. Second, when a team member gets bogged down after struggling for a while, he or she should seek help from others on the team. Figuring out when individuals should seek help from teammates and how they should do it is not easy, but continually refining the process your team follows can significantly improve your performance. Here are a few suggestions to get you started. If you get bogged down, send a text or email to your team briefly describing: the task you are working on; the progress you’ve made thus far, including concepts you understand and are comfortable applying to the assigned questions; and the place 6 where you are bogged down, including concepts you either don’t understand or can’t apply. Third, when the team can’t resolve an issue, they should send a similar email to the us (or your senior on the job), describing the team’s collective progress thus far etc. We can then respond electronically or arrange a meeting with part or all of the team. Your challenge both during the course and later on the job is to determine the right time to seek help from your teammates and us (or your senior). This involves balancing the satisfaction and positive feedback you will get from working independently against the harm you will do to yourself and team if you continue to spin your wheels. More generally, we’re hoping you and your teammates will view the course as an opportunity to strengthen your team building skills to the point where your team would be highly regarded in the workplace. 4. This course aims to help you develop compelling arguments and communicate them concisely and persuasively in written reports, presentations, and discussions. Relevance to your career: We’ve attended several presentations where senior representatives from the major accounting firms, Main Street, Wall Street, and government have indicated that college graduates’ communication skills are generally inadequate. They’ve also emphasized that new hires who can communicate effectively tend to advance more rapidly. We’ll provide feedback each week on the written reports that will increasingly help you develop stronger arguments and express them more persuasively. Similarly, we will do several things during class to help you strengthen your presentation and discussion skills. But this is another place where team work is important. When you first start working together, you may find that some of your members have much stronger communication skills than others (written, oral, or both). This is a teaching opportunity to develop and encourage continuous improvement. It is particularly important to help each other contribute effectively to the class discussions because we’ll be expecting everyone on the team to participate regularly. 5. This course aims to help you use the Pathways Vision Model to think more critically about accounting issues. Relevance to your career: This goal relates to another thing we often hear from accounting thought leaders: A distinguishing feature of outstanding accountants is they have a deep understanding of both accounting and how it relates to the broader business context, which allows them to think 7 more critically about accounting issues. This is something we urge you to look for in the highly successful accountants who will be guest participants in the course. We’ll be using the Pathways Vision Model to help you begin to gain this broader perspective. The Pathways Vision Committee, which was sponsored by the American Accounting Association (AAA) and the American Institute of Certified Public Accountants (AICPA), created the conceptual framework depicted on the cover page of this document – the Vision Model: Before explaining how the Model can help you think more critically, we’re going to briefly discuss one of its most distinguishing features: its elements are highly interdependent. There is a circular flow of causality: starting at the bottom “economic activity” in a reporting unit (which can range from a small business unit, to a company, to an entire country) affects “accounting judgments” which affects how “useful” reported information is to users’ “good decisions,” which have “consequences” back on the reporting entity. But once the circle is closed, all the arrows can be reversed. Stated alternatively, every element affects and is affected by every other element. This means to think critically about one element, you need to think critically about all of them and how they affect each other. For example, to think critically about an accounting judgment, in addition to gaining a deep understanding of the related authoritative guidance, you need to think critically about: the underlying economic activity; the decisions that will be affected by the related reported numbers; the consequences these decisions have back on the reporting entity; and how each of these elements affects and is affected by the others. The deeper you understand these elements and connections, the more informed your accounting judgment. 8 Assessment Your course grade will be based on: (a) your total course score (out of 100 points) and (b) the way grades are assigned to course scores to form the grade distribution. Your total course score (out of 100 points) will be based on your group’s total course score, adjusted for your contribution to the group work (as explained later). Historically, with rare exceptions, these adjustments have not affected students’ grades: everyone in the group has received the same grade. The following factors will determine your group’s total course score: Group assignments for Sessions 2-12, including class participation 70 points Course project and course reflections: Project slides 10 points Project presentation 10 points Written report on course reflections 5 points Participation during sessions 13-14 5 points We have not yet determined the cut-offs for the various grades – how grades will be assigned to scores. However, during recent years the grades in a similar predecessor course were exceptionally high relative to other accounting courses. Why? Because most of the students who self-selected into the course realized that while the course goals were challenging, meeting them would greatly benefit their careers. Accordingly, they were motivated to perform at a high level, individually and collectively. Group Work As discussed below, your course score will be based entirely on group work, including class participation. Group Membership The weekly assignments and course project are far too demanding for small groups. Based on previous experience we highly recommend six members, which will allow you to form two subgroups with three members. 9 Groups for Sessions 1-5 Groups are the same for Sessions 1-5. Students who wish to be in the same group can do so by emailing us the names of their members prior to class. Students who do not specify group preferences prior to the start of class will be randomly assigned to groups.1 Groups for Sessions 6-14 Students stay in the same group for Sessions 6-14, including the course project. You can stay in your original group, form a new one on your own, or get assigned to one. This decision should be guided by feedback your original group receives in Session 5 related to a Peer Assessment that members of the group will submit at the start of Session 4 (discussed later). Your group must notify us via email by 8:00 PM the day after session 5, whether the team plans to continue working together or instead disband.2 If your group disbands, you must also notify us via email by 8:00 PM that you have either: (1) joined a new group and indicate its members or (2) wish to be assigned to a new group. We will assign unassigned students to newly formed groups of 4-6 members or to existing groups if there are not enough unassigned students to form a new group. We will notify the entire class of the new groups. Deliverables For Sessions 2-12, you are to submit written responses to assigned questions via email by noon the day the questions will be discussed in class. Be sure to cite sources and include quotation marks when text is copied verbatim from other sources. In the past, some groups have also created notes they could reference when contributing to class discussions (more later). For Sessions 13-14, you are to submit a PowerPoint presentation on the date your group’s assigned topic is discussed in class. Directions for Sessions 13-14 will be distributed no later than Session 11. 1 Students who join the course after the first session will also be randomly assigned to groups. If you form a group prior to class that has fewer than 6 members, we will randomly assign additional members or merge your group with another small group. We may also need to rebalance groups during the add-drop period. 2 Considering the way group work will be graded (discussed later); differences in students’ learning styles, course and work experiences, aptitudes, and ambitions; and the coordination and free-rider problems that can occur within groups, we decided that once you get an opportunity to work with each other, you will be in the best position to determine the classmates you can work with most effectively. 10 Academic Integrity The entire group is responsible for complying with the College’s Academic Integrity polices. Absent compelling evidence that a group member violated a policy on his or her own and that other group members couldn’t have been reasonably expected to detect the violation, the entire group will be held responsible for the violation, receive zero points for the assignment (written and participation points, as discussed later) and be reported to the appropriate dean (consistent with the procedures detailed at the above website). In addition to the breaches of academic integrity listed at the above website, sharing information with other groups when preparing responses to the group assignments is not permitted and will be considered a breach of academic integrity. Submitting Reports: Noon Submit your group assignment via email to before noon on the group assignment due date. For Sessions 2-12, when appropriate please use the “Assignment Template” word file posted to the “Course Resources” module of the course site. It is designed to facilitate grading. Declining an Opportunity to Participate: Noon To allow for absences, tardiness, and unusual circumstances that would make it difficult for individuals to prepare adequately for the assigned questions or otherwise hinder their performance, each student has one free pass – an opportunity during the course to elect not to be included in the random selection procedure (discussed later) without any negative consequences on the participation scores he or she and others in his or her group receives. However, students must inform us that they will be absent or otherwise not participating in the random selection via email no later than noon on the day the assignment is scheduled to be discussed in class.3 Students can elect not to participate in the random selection more than once but they must notify us no later than noon on the assignment due date.4 3 The participation scores of students who do not notify us by this time and the scores of others in their group will be reduced significantly if these students are subsequently selected to answer an assigned question and they are late for class, absent, or not prepared to give a respectable performance. 4 If they notify us in time, their participation scores (but not those of others in their group) will be reduced but this penalty will be considerably smaller than the one they and others in their group will receive if they don’t notify us, are subsequently selected to open the discussion, and are late for class, absent, or not prepared to give a respectable performance. 11 Group Assignment Grading Your group score for the eleven graded assignments, out of 70 course points, is the sum of your scores for two assessment periods. The first assessment period covers Sessions 2-4, which includes three of the eleven graded assignments. However, group membership can take a few sessions to stabilize (during to add-drop). For this reason, we only use the best two scores for these three assignments when determining the course points you can earn for the first assessment period. This means only 10 assignment scores count towards your course score and you can earn a maximum of 14 course points during the first assessment period (= 70 *(2/10)). The second assessment period covers Sessions 5-12, which includes 8 of the graded assignments. You can earn a maximum of 56 course points during this period (= 70 *(8/10)). The period assessment scores are each determined following a three step process: Step 1― Determine the group’s raw score out of 100 for each assignment in the assessment period A group can earn a maximum of 100 raw (un-scaled) points per assignment for Sessions 2-12, determined in three steps: 1.1 Each group receives a written report score (WRS) out of a maximum of 100 points each session. 1.2 Each group receives a class participation score (CPS) out of a maximum of 100 points each session, which reflects its members’ combined contributions to the class discussion. To learn more about these discussions, see the group class participation section, page 13. 1.3 Each group’s raw score (RS) for the session is a weighted average of the above scores: RS = 80% *Maximum [WRS, CPS] + 20% Minimum [WRS, CPS] Step 2― Determine the group’s baseline score for the assessment period The group’s baseline score out of 14 points for the first assessment period is the sum of the best two raw scores for the graded assignments for Sessions 2-4 (each out of 100) multiplied by 70/1,000. Similarly, the group’s baseline score out of 56 points for the second assessment period is the sum of the raw scores for the graded assignments for Sessions 5-12 (each out of 100) multiplied by 70/1,000. Step 3― Determine each group member’s assignment score for each assessment period For each assessment period, members of the same group can have group assignment scores that are less than, equal to, or greater than the group’s baseline score determined in step 2, depending on their contributions to the group’s performance. 12 Each member’s score for the period is the lesser of the maximum score for the period (14 or 56) and the group’s baseline score multiplied by the member’s Peer-Assessment factor for the period. These PeerAssessment factors are determined in 4 steps: 3.1 Each student is required to submit completed confidential Peer Assessment forms for each assessment period (details later). The first period Peer Assessment form is to be submitted at the start of Session 4 and the second at the start of Session 14. For each assessment, each student is to evaluate each of their group member’s overall contribution during the assessment period (except their own contributions). The score for each member should reflect an assessment of the combined contributions to all group work during the assessment period: research, written reports and class discussions. 3.2 For each assessment period, each member’s total assessment score is determined by adding the assessments of this member by all other members of the group. For example, five scores will be totaled for each member in a six-member group. 3.3 For each assessment period and each group, the average of the total assessment scores in step 3.2 is determined. For example, for a six-member group, six totals (one per member) will be averaged. 3.4 A member’s Peer-Assessment factor for each assessment period is determined by dividing the individual member’s total assessment score by the average assessment score for the group. Thus, if the member’s contribution is assessed by the group to be above (below) the group average, the member’s assessment factor will be greater than (less than) 1. Thus, the Peer Assessments can significantly affect members’ assignment scores and reflect members’ level of contributions to the group’s overall performance. But, with rare exceptions, historically the assessment factors have been close to 1.0. When they have been significantly lower than 1.0, we have agreed with the group’s assessment that a student was free riding. Group Class Participation Everyone in the group receives the same raw participation scores. These are out of raw 100 points. Here is the process we will follow for these classes: 13 Numbers on Bingo balls will be assigned to groups prior to class, with more numbers assigned to groups that have been selected fewer times in the past. This procedure guarantees that every group has the same probability of being selected starting in Session 2. Thereafter, the probability of being selected decreases the more a group has been selected previously. For each part of a question to be discussed during the class, a group may be randomly selected by drawing a Bingo ball from a cage. No group can be selected twice during the same class unless all groups have been selected at least once. Within the selected group, a student will then be randomly selected to represent the group by the toss of a die. Everyone in the group gets this student’s participation score. No one else in this group can address this question thereafter. By contrast, when there is enough time, other groups can volunteer to correct or elaborate on answers provided by the selected group representative. By doing so, they can earn group participation points without foregoing the opportunity to be selected randomly for another part of the assigned question. However, groups must rotate their representatives such that a specific student can’t represent the group again until all group members have had a turn. The individual who will represent his or her group for the first part of the first question will be selected 5-10 minutes before class. This will give this person an opportunity to discuss the group’s answer to this part of the question. Doesn’t the selected group member feel extremely pressured? Actually, the selected students generally feel considerably less pressure than they would in courses where students are cold called: they have advance notice of most of the questions they will address and they have opportunities to discuss the answers with their groups prior to presenting them to the class. Additionally, because most groups will get opportunities to participate every week, the participation score for one question has a relatively small effect on the course participation score. How are participation scores out of 100 points determined? For each session, your group’s class participation score out of a maximum of 100 points will be based on: Quality of contributions. The extent to which your group members: o Provide a succinct preview of key points and follow-up with concise supporting arguments. 14 o Offer compelling substantiated arguments, counterarguments, rebuttals, hypotheses, analyses, or perspectives. o Identify and further develop connections among others’ contributions. o Provide new perspectives on important issues. o Offer clear and correct answers to challenging assigned questions. Breadth of participation: The extent to which all group members contribute significantly to the discussion and, thus, the degree to which the group rotates the spokesperson for the group. Electronic device penalty: Your group’s participation score for a session will be decreased significantly if one or more members are caught checking email or otherwise accessing noncourse-related content. Thus, your group is responsible for policing such activity. This type of behavior would not be tolerated in the workplace. To a lesser extent, your group will be rewarded for correctly answering relatively straightforward questions, asking good questions, or otherwise providing the essential mortar for excellent discussions. Course Projects The course projects are similar to the weekly assignments. Here are a few differences: Groups will be randomly assigned to a topic no later than Session 11. At the same time, you will also be notified of the dates the assigned topics will be discussed in class. Groups must submit PowerPoint presentations rather than Word files via email on the date their assigned topic is discussed in class. 15 Session 1 Introduction to FASB Accounting Standards Codification (ASC) System Introduction In this session, you will learn how to use the FASB’s on-line ASC System to locate the authoritative guidance non-government entities must comply with under US GAAP when preparing financial statements (including footnotes). We will be using the ASC throughout the course to locate the authoritative guidance for a wide range of business scenarios. As we do so, you will likely gain a deeper appreciation for the judgment needed to create and apply authoritative guidance associated with topics you studied in earlier courses, such as revenue recognition, leases, financial instruments, and pensions. You will also learn about similar judgments in complex business contexts where you have limited or no previous experience, starting in this session with a few of the scenarios we will study during class. Do Access the FASB ASC and download the Learning Guide before attending the first class. Students can access the FASB’s Accounting Standard Codification (ASC) through an agreement with the American Accounting Association (AAA): login information will be distributed separately. Go to the AAA access point: http://www2.aaahq.org/ascLogin.cfm Login using the provided username and password Click “FASB Accounting Standards Codification” Agree to the licensing terms (scroll down window) Click on “Help: How to use the Codification” Download the “FASB Codification Learning Guide” PDF The reading assignment below references this document Stay logged in to the ASC – you will likely want to reference it as you complete the reading assignment Read Complete the following reading assignment before attending the first class. I. FASB Codification Learning Guide (downloaded above) Lesson 1 Skim: pages 1-4 Master: pages 5-7 Lesson 2 Master: pages 11-12 Skim: pages 13-19 Lesson 3 16 Master: pages 22-25 Skim: pages 26-28 Grasp: page 29 Lesson 4 Grasp: pages 35-36 Skim: pages 36-38 Grasp: page 39 Lesson 6 Grasp: pages 59-60 Lesson 11 Skim: pages 107-108 Lesson 12 Master: pages 116-121 Skim: pages 122-126 Lesson 13 Grasp: pages 127-135 Skim: pages 136-139 II. Download Intel’s 2009 and 2014 10-Ks (which you will need for the exercise below) Do an internet browser search for “Intel investor relations,” which will take you to: http://www.intc.com/ Click “Financials and Filings” in the “INVESTOR RELATIONS” menu on the left side of the window Click “SEC filings” in the submenu that appears below “Financials and Filings” Select “Annual” in the “View” pop-up menu Click “Annual Report” for the 2/22/10 filing (this is the 2009 10-K) Download the PDF Return to the Annual Report list and click on the 2/13/15 filing (this is the 2014 10-K) Download the PDF Do Download and test the most recent version of Skype prior to class following the directions in Skype Student Instructions, which is posted to the Session 01 module of the course site. Interactive FASB Accounting Standards Codification (ASC) Exercise: scenarios 1-5 (Download from the Session 01 module of the course site) You need not complete this exercise prior to class. However, it will be the basis for an interactive in-class group activity, which will be more successful if everyone tries the exercise on their own 17 before class. At the very least, we encourage you to read the five scenarios and consider strategies you would pursue to address the related questions. Written Assignment You will NOT be submitting a written assignment for Session 1. However, as indicate above, you are encouraged to sketch out answers to questions in the above exercise so you can reference them during the class discussion. 18 Session 2 Applying ASC and eIFRS (Outsider-User's Perspective) — Capitalizing Development Costs: US GAAP versus IFRS Introduction In this session, you will assume the role of an outsider-user, such as an auditor or investor, who is applying the ASC or eIFRS to gain a solid understanding of a company’s financial disclosures. In the process, you will learn that the authoritative guidance for the “D” in R&D (development costs) differs significantly for US GAAP and IFRS and that applying this guidance can require considerable judgment that can hinder comparability. You’re also going to learn how to use the IASB’s on-line eIFRS System, which is similar to the FASB’s ASC. Similar to Session 1, the assigned exercises ask you to use development cost disclosures in US GAAP and IFRS companies’ annual reports to: (i) understand the related business context – events, circumstances and risks; (ii) understand the related accounting and its financial-statement effects; and (iii) use the ASC and eIFRS systems to locate the related authoritative guidance. While we have assigned a question that asks you to use the eIFRS System, it is not part of the graded written assignment you are to submit prior to class. Rather, we will work on the exercise during class to help you get comfortable using eIFRS. We recommend you try the question before class to ensure you are ready to participate in the class discussion. Read I. Big-picture Introduction to Accounting for R&D under US GAAP and IFRS. Posted to the Session 02 module of course site Grasp: pages 1-3 Download (and access as needed to complete the assignment) II. PDFs of General Motors’ 2014 10K and Daimler’s 2014 annual report from the investors relations sections of the companies’ web sites (see Session 01 for additional guidance) III. Accounting for Development Costs Exercises from the Session 02 module of the course site. 19 Splitting the Workload We recommend you split the workload within your group as follows: Written assignment o Split your group into two subgroups of comparable size. The first subgroup should answer questions 1-3 and 5(a) in Accounting for Development Costs Exercises The second subgroup should answer questions 4 and 5(b) in Accounting for Development Costs Exercises o Merge your responses to questions 1-5(b) and work together on 5(c). o Take whatever steps the group deems necessary to ensure everyone is prepared to discuss the group’s responses to questions 1-5. Additional preparation for the class discussion (not included in written report) o Read “Accessing eIFRS“ (download from Canvas) o Join IAAER o Watch “Introducing the new eIFRS” http://eifrs.ifrs.org/eifrs/Menu (May need to clear browser history first) o Answer question 6 in Accounting for Development Costs Exercises (as best you can). Written Assignment Your report should include your responses to questions 1-5 in Development Cost Exercises. It should be clear, concise, organized, and focused on the most significant issues. Additionally, it should cite authoritative guidance where appropriate. Submit your written report via email before noon. 20 Session 3 Revenue Recognition – New Authoritative Guidance and Applications Introduction This session, which centers on recent changes in revenue recognition guidance, will be led by representatives from EY’s Professional Practice Group: Nicole Zabinski is an executive director in Ernst & Young LLP’s Professional Practice Group. Nicole is responsible for industry sector initiatives that support audit clients and engagement teams, with a particular focus on new accounting pronouncements and other emerging issues. She also serves as the telecommunications industry executive. Prior to her current role, Nicole was in the New York and New Jersey Assurance Services practices, serving a variety of multinational clients in the telecommunications and technology industries. Irina Khouade is a senior manager in Ernst & Young LLP’s Professional Practice Group. Irina is a wealth and asset management sector resident supporting EY’s audit clients and engagement teams. Her primary focus is on application of existing accounting literature to complex and judgmental financial statements reporting matters and on interpretation of new accounting and regulatory developments impacting investment companies. The FASB and IASB recently released a new revenue recognition standard that is scheduled to become effective for US GAAP for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. For IFRS, the effective date is January 1, 2018. Early adoption is permitted under IFRS but not under US GAAP. The new FASB guidance, ASC 606, is identical to the IASB guidance (IFRS 15 in the eIFRS Red Book) for the issues in this assignment (and, more generally, the differences that exist are relatively minor). Your immediate challenge is to learn enough of “today’s” US GAAP revenue recognition guidance to perform well on the job during the next few years (as companies transition to the new standard) and on the CPA exam if you choose to take it during this time period. However, you’re likely going to spend considerable time learning the “new” guidance early in your career: the implementation and auditing challenges associated with the new standard will be very significant for many industries. Our EY guests have created exercises you will prepare for class that compare today’s guidance to the new guidance in two situations where the differences are very pronounced: the telecom industry and asset management. The class discussion will center on these exercises and related issues. 21 Splitting the Workload Here are a few recommendations regarding splitting the workload within your group: Everyone should start by reading ASC 606-10-5-1-4. This will give you a big-picture understanding of the 5-step revenue recognition process in the new guidance. Split your group into two subgroups of comparable size. Each subgroup, working independently, should complete Part I of the Telecom exercise (questions I.1-I.4) and questions 1-2 of the Asset Management exercise. Working together, the two subgroups should then share responses and reconcile differences. Then split the remaining portions of the exercises: One subgroup should complete Part II of the Telecom exercise (questions II.1- II.3). The other subgroup should complete question 3 of the Asset Management exercise. Working together, the two subgroups should share responses and ensure they understand the work completed by the other subgroup. Merge your responses to all questions in the Telecom and Asset Management exercises into a written report to be submitted by noon. Take whatever steps the group deems necessary to ensure everyone is prepared to discuss the group’s responses to all of the assigned questions. Telecom Exercise: Part I The Telecom Exercise is posted to the Session 3 module of the course site. READ I. EY: The New Revenue Recognition Standard – Telecommunications https://www.google.com/url?sa=t&rct=j&q=&esrc=s&source=web&cd=1&ved=0CCsQFjAAahUKEwiN0d_ZwfH HAhUB8YAKHRM_AHA&url=http%3A%2F%2Fwww.ey.com%2Fpublication%2Fvwluassetsdld%2Ftechnicalline_ bb2808_revenuerecognition_telecomm_27august2014%2F%24file%2Ftechnicalline_bb2808_revenuerecogniti on_telecomm_27august2014.pdf%3FOpenElement&usg=AFQjCNE9UItuSBvbZ_uQ_Mxd5OmzKtZ7pw&cad=rja Grasp: Pages 1-4 Master: Illustration 1 on page 6 (only the first part – before modification) II. The authoritative guidance referenced in Part I of the Telecom Exercise (under the headings “New Guidance” and “Today’s Guidance”) DO Answer questions I.1 - I.4. Telecom Exercise: Part II READ III. EY: The New Revenue Recognition Standard – Telecommunications Master: Pages 5-9 IV. The authoritative guidance referenced in Part II of the Telecom Exercise. 22 DO Answer questions II.1-II.3. Asset Management Exercise The Asset Management exercise is posted to the Session 3 module of the course site. READ V. The authoritative guidance referenced in the Asset Management Exercise. DO Answer questions 1-3. Written Assignment Your report should include your responses to all of the questions in the Telecom and Asset Management Exercises. It should be clear, concise, organized, and focused on the most significant issues. Additionally, it should cite authoritative guidance where appropriate. Submit your assignments via email before noon. 23 Session 4 Applying ASC and eIFRS (Insider-Preparer's Perspective) — Identifying and Applying the Appropriate Authoritative Guidance DO The Peer Assessment form distributed during Session 3 is to be submitted at the start of Session 4. Introduction In prior sessions, you assumed the role of an outsider-user, such as an auditor or investor, who was applying the ASC or eIFRS to gain a deeper understanding of a company’s financial disclosures. In this session, you will assume the role of an insider-preparer who is trying to identify and apply the appropriate authoritative guidance for specified events or circumstances. The session will be led by Scott Ehrlich, a US GAAP and IFRS expert who does this daily for companies around the globe: Scott Ehrlich, Founder and President of Mind the GAAP, started his company in 2002 to develop the highest quality, best-in-class U.S. GAAP and IFRS training. Training and personal development has always been one of Scott’s passions. Shortly after delivering one of Mind the GAAP’s first training sessions, Scott recognized that some companies were looking for a “sounding board” – someone with whom they could discuss technical accounting and regulatory questions before forming conclusions and presenting them to the auditors. This observation led to the development of Mind the GAAP’s consulting and advisory service offering. Scott thoroughly enjoys breaking down complex technical issues and trying to find solutions that are faithful to the underlying economics of a transaction, compliant with GAAP regulations, and operational. Prior to founding Mind the GAAP, Scott was a senior manager at Arthur Andersen, spending his final three years in the firm’s professional standards group. Scott graduated from Bucknell University as class valedictorian and was awarded the Gold Medal Award in the state of Connecticut for the highest score on the November 1993 CPA exam. Scott has created three cases based on actual consulting experiences that you will prepare for class. We expect you will find the first case relatively easy, the second slightly more challenging, and the third even more challenging. Accordingly, we don’t advise you split the workload as you have in prior sessions (by dividing the assigned exercises among subgroups). 24 Download I. Identifying and Applying the Appropriate Authoritative Guidance Exercises for Session 04 from the Session 04 module of the course site. Splitting the Workload Here are a few recommendations regarding splitting the workload within your group: Split your group into two subgroups of comparable size. Each subgroup, working independently, should respond to all of the questions in Identifying and Applying the Appropriate Authoritative Guidance Exercises for Session 04. Working together, the two subgroups should then share responses and reconcile differences. Merge your responses into a written report. Take whatever steps the group deems necessary to ensure everyone is prepared to discuss the group’s responses to all of the assigned questions. Written Assignment Your report should include your responses to all of the assigned questions. It should be clear, concise, organized, and focused on the most significant issues. Additionally, it should cite authoritative guidance where appropriate. Submit your assignments via email before noon. 25 Session 5 Financial Instruments: Proposed Authoritative Guidance Introduction The FASB ASC Master Glossary defines financial instruments very broadly to include: Cash, evidence of an ownership interest in an entity, or a contract that both: a. Imposes on one entity a contractual obligation either: 1. To deliver cash or another financial instrument to a second entity 2. To exchange other financial instruments on potentially unfavorable terms with the second entity. b. Conveys to that second entity a contractual right either: 1. To receive cash or another financial instrument from the first entity 2. To exchange other financial instruments on potentially favorable terms with the first entity. To address concerns that the accounting guidance for financial instruments was inadequate for the increasing complexity, risks, and volume of these instruments, the FASB and IASB have been working on three aspects of accounting for these instruments since 2006: classification and measurement, impairment, and hedging. To keep the workload as manageable as possible, we will not study accounting for hedges. While the boards started out working together on the classification and measurement project and the impairments project, they have largely gone their own ways and it appears (as we write this assignment) that the final guidance for classification, measurement, and impairments will differ significantly in places. The FASB plans to finalize related standards during the first half of 2015 and the IASB guidance (IFRS 09) was released on July 24, 2014. Your primary challenges for this assignment for both the classification and measurement project and impairments project are to: 1. Gain a big-picture understanding of the guidance proposed by the IASB and the guidance that will likely be proposed by the FASB. 2. Gain a big-picture understanding of how this guidance differs from current guidance (which is similar for US GAAP and IFRS). 3. Critically compare IASB and FASB proposed guidance in a few places where there are significant differences: take a position and provide supporting arguments and counterarguments. 26 Process behind the Expected New Financial Instruments Standards During prior sessions, our focus has been on accessing and applying FASB and IASB standards. This is the first session where we will be studying the process standard setters follow when creating new standards. So, we’re going to start with a brief overview of the FASB process, which is similar to the IASB process, and then show you how to locate related information about the new financial instruments standards. READ (everyone should complete these short readings) I. FASB Standard Setting Process http://www.fasb.org/jsp/FASB/Page/SectionPage&cid=1351027215692 Scroll down the web page until you come to the paragraph that starts with: “A high-level overview of the standards-setting process as established by the Rules of Procedure follows.” Study the seven-step process the FASB follows when setting standards. Occasionally, when there are still significant unresolved issues after an exposure draft has been redeliberated in Step 6, the FASB issues a second exposure draft and repeats Steps 4-6 before moving on to Step 7. This was the case for the expected new standards for financial instrument classification and measurements and impairments. Next, you will learn how to access related information posted at the FASB web site. II. Locating Information Related to the Financial Instruments Standard Setting Process. (Download from the Session 5 module of the course site.) Grasp: pages 1-4. They explain how to locate documents needed for this assignment. Splitting the Workload We recommend you: Divide your group into two subgroups of comparable size, with one completing the written assignment for the section on Classification and Measurement (assigned questions 1 and 2) and the other the written assignment for the section on Impairments (assigned question 3). Take whatever steps the group deems necessary to ensure everyone is prepared to discuss the group’s responses to all three questions. 27 Classification and Measurement READ I. PwC Dataline: A Look at Current Financial Reporting Issues: Financial Instruments Classification and Measurement: December 07, 2012 http://www.pwc.com/en_US/us/cfodirect/assets/pdf/dataline/dataline-2012-21-financial-instruments.pdf This is an excellent overview of the results of the FASB’s and IASB’s deliberations prior to 2013 and thus before the February 14, 2013 proposed ASU for ASC 825-10 was released by the FASB (and before the IASB released the final version of IFRS 09). It also identifies a few differences in the Boards’ positions as of that date. As indicated in other assigned readings below, there are now many more differences. Skim: pages 1-4 (through the start of Revised Approach) Grasp: page 4 Skim: pages 5- 6 (through start of Financial Assets) Grasp: pages 6 – 8 (through start of Instruments Characteristics Criterion) Skim: pages 8-13 Optional: pages 14-18 Grasp: pages 19-22 (through start of Hybrid Financial and Non-financial Liabilities) Optional: pages 19-25 (through the start of Presentation) Grasp: page 25 Optional: pages 26-27 Master: pages 28-30 (Appendix I) This is an excellent summary of the US GAAP - IFRS differences as of February 2013. Optional: pages 31-35 II. PWC In depth: A Look at Current Financial Reporting Issues: IFRS 9 – Classification and Measurement: August, 2014 http://www.pwc.com/en_CA/ca/financial-reporting/ifrs-and-other-accounting-developments/publications/pwc-082014-indepth-en.pdf This document centers on the final guidance in IFRS 09 associated with classification and measurement, which is quite similar to the guidance the IASB was proposing at the end of 2012: Grasp: pages 1-8 Skim: pages 9- 15 (through start of Equity Instruments) Grasp: page 15 (starting with Equity Instruments) – 16 Optional: pages 17 -19 III. IFRS 9 (Download from eIFRS 2015 Red Book) 28 Optional If you need more detail than is provided in the assigned PWC readings when addressing the questions, you can reference this document. IV. Documents you were instructed to download in Locating Information Related to the Financial Instruments Standard Setting Process FASB: Accounting for Financial Instruments: Classification and Measurement: Tentative Board Decisions to Date During Redeliberations [of the exposure draft of the proposed ASU for ASC 825-10, issued February, 2013] as of January 14, 2015 Master: pages 1-4 FASB: Proposed Accounting Standards Update: Financial Instruments Overall (825-10), Feb. 2013 Optional If you need more detail than is provided in the assigned PWC readings when addressing the questions, you can reference this document. DO 1. Which guidance do you prefer for equity investments: a. Option 1 – current US GAAP, which you will find in the ASC; or b. Option 2 – IFRS 09; or c. Option 3 – the proposed Accounting Standards Update to ASC 825-10 as amended by the Tentative Decisions as of January 14, 2015? Answer this question by addressing parts (a)-(d) below based solely on the assigned readings. Note the questions are arranged in the order you will present your responses, starting with a claim and following with arguments etc. In particular, develop your responses to questions (c) and (d) before answering questions (a) and (b). a) Your claim: Fill in the following blank I prefer [Option 1, Option 2, or Option 3] guidance for equity investments. b) Your confidence: Put an X at the spot on the scale below that indicates the likelihood your claim is the best choice, given the available information and the relative strengths of your arguments, counterarguments and rebuttals (in parts (c) and (d) below). 29 c) Your strongest arguments: Provide no more than three arguments supporting your claim in 600 words or less, numbered and arranged according to your assessment of their strength (from strongest to weakest). d) Your counterarguments and rebuttals: Provide no more than three counterarguments to your claim in 600 words or less, numbered and arranged according to your assessment of their challenge to the claim (from strongest to weakest). If possible provide rebuttals immediately below each counterargument. 2. Which guidance do you prefer for debt investments: a. Option 1 – current US GAAP, which you will find in the ASC; or b. Option 2 – IFRS 09; or c. Option 3 – the proposed Accounting Standards Update to ASC 825-10 as amended by the Tentative Decisions as of January 14, 2015? Answer this question by addressing parts (a)-(d) below based solely on the assigned readings. Note the questions are arranged in the order you will present your responses, starting with a claim and following with arguments etc. In particular, develop your responses to questions (c) and (d) before answering questions (a) and (b). a) Your claim: Fill in the following blank I prefer [Option 1, Option 2, or Option 3] guidance for debt investments. b) Your confidence: Put an X at the spot on the scale below that indicates the likelihood your claim is the best choice, given the available information and the relative strengths of your arguments, counterarguments and rebuttals (in parts (c) and (d) below). c) Your strongest arguments: Provide no more than three arguments supporting your claim in 600 words or less, numbered and arranged according to your assessment of their strength (from strongest to weakest). d) Your counterarguments and rebuttals: Provide no more than three counterarguments to your claim in 600 words or less, numbered and arranged according to your assessment of their 30 challenge to the claim (from strongest to weakest). If possible provide rebuttals immediately below each counterargument. Credit Impairments READ V. Documents you were instructed to download in Locating Information Related to the Financial Instruments Standard Setting Process FASB: Proposed Accounting Standards Update: Financial Instruments – Credit Losses (825-15), issued December 20, 2012 Pages 1-5 If you need more detail than is provided in the assigned PWC readings below when addressing the questions, you can reference the rest of this document. FASB: Accounting for Financial Instruments: Classification and Measurement: Tentative Board Decisions to Date During Redeliberations [of the exposure draft of the proposed ASU for ASC 825-15, issued December, 2012] as of April 22, 2015 Master: pages 1-10 VI. PwC Dataline: A Look at Current Financial Reporting Issues: A Summary of the IASB’s Proposal on Impairments of Financial Assets, Including a Comparison to the IAS 39 Model and the FASB’s Credit Loss Proposal: April 25, 2013 http://www.pwc.com/en_US/us/cfodirect/assets/pdf/dataline/dataline-2013-07-iasb-impairment-ed.pdf Skim: paragraphs 1-10 (starting on page 2) Grasp: paragraphs 11-16 Skim: paragraphs 16-30 Optional: paragraphs 31-64 Skim: pages 16-18 (first three pages of Appendix I) This is an excellent summary of the differences between US GAAP and IFRS as of April 25 2013. We suggest the subgroup working on the Impairments section go over these pages with the rest of the group to ensure everyone is prepared for the class discussion. VII. IFRS 9 (Download from eIFRS 2015 Red Book) Optional If you need more detail than is provided in the assigned PWC readings when addressing the questions, you can reference this document. VIII. Sample of comment letters addressing FASB and/or IASB’s credit loss proposals Use as needed to respond to the related assigned question. a) Edward Trott (former FASB Board Member) – two letters http://www.fasb.org/cs/BlobServer?blobkey=id&blobnocache=true&blobwhere=1175825666987&blobheader=applic ation%2Fpdf&blobheadername2=Content-Length&blobheadername1=Content- 31 Disposition&blobheadervalue2=316035&blobheadervalue1=filename%3DAFIIMP.ED.0003.EDWARD_W._TROTT.pdf& blobcol=urldata&blobtable=MungoBlobs http://www.fasb.org/cs/BlobServer?blobkey=id&blobnocache=true&blobwhere=1175826587165&blobheader=applic ation%2Fpdf&blobheadername2=Content-Length&blobheadername1=ContentDisposition&blobheadervalue2=237319&blobheadervalue1=filename%3DAFIIMP.ED.0003A.EDWARD_W._TROTT.pdf &blobcol=urldata&blobtable=MungoBlobs b) Ford http://www.fasb.org/cs/BlobServer?blobkey=id&blobnocache=true&blobwhere=1175827140531&blobheader=applic ation%2Fpdf&blobheadername2=Content-Length&blobheadername1=ContentDisposition&blobheadervalue2=2423284&blobheadervalue1=filename%3DAFIIMP.ED.0011A.FORD_MOTOR_COMPA NY_SUSAN_M._CALLAHAN.pdf&blobcol=urldata&blobtable=MungoBlobs c) American Bankers Association (pages 1-28 only) http://www.fasb.org/cs/BlobServer?blobkey=id&blobnocache=true&blobwhere=1175826930061&blobheader=applic ation%2Fpdf&blobheadername2=Content-Length&blobheadername1=ContentDisposition&blobheadervalue2=1496792&blobheadervalue1=filename%3DAFIIMP.ED.0039A.AMERICAN_BANKERS_A SSOCIATION_MICHAEL_L._GULLETTE.pdf&blobcol=urldata&blobtable=MungoBlobs d) Apple http://www.fasb.org/cs/BlobServer?blobkey=id&blobnocache=true&blobwhere=1175827011437&blobheader=applic ation%2Fpdf&blobheadername2=Content-Length&blobheadername1=ContentDisposition&blobheadervalue2=503705&blobheadervalue1=filename%3DAFIIMP.ED.0289.APPLE_INC._LUCA_MAEST RI.pdf&blobcol=urldata&blobtable=MungoBlobs 32 e) CFA Institute http://www.fasb.org/cs/BlobServer?blobkey=id&blobnocache=true&blobwhere=1175827703592&blobheader=applic ation%2Fpdf&blobheadername2=Content-Length&blobheadername1=ContentDisposition&blobheadervalue2=976218&blobheadervalue1=filename%3DAFIIMP.ED.0355.CFA_INSTITUTE_CDPC_SA NDRA_J._PETERS_AND_ASHWINPAUL_C._SONDHI.pdf&blobcol=urldata&blobtable=MungoBlobs f) Committee on Committee on Capital Markets Regulation http://www.fasb.org/cs/BlobServer?blobkey=id&blobnocache=true&blobwhere=1175827010603&blobheader=applic ation%2Fpdf&blobheadername2=Content-Length&blobheadername1=ContentDisposition&blobheadervalue2=617960&blobheadervalue1=filename%3DAFIIMP.ED.0208.COMMITTEE_ON_CAPITAL _MARKETS_REGULATION_R._GLENN_HUBBARD.pdf&blobcol=urldata&blobtable=MungoBlobs DO 3. Which of the following options do you prefer to account for credit losses: a. Option 1: incurred loss model (current GAAP); b. Option 2: current expected loss (CECL) model proposed by FASB; c. Option 3: dual measurement model in IFRS 9; d. Option 4: Banking Industry Model (BIM) proposed by the American Banking Industry or e. Option 5: the fair value model supported by the CFA Institute and Edward Trott. Answer this question by addressing parts (a)-(d) below based solely on the assigned readings. Note the questions are arranged in the order you will present your responses, starting with a claim and following with arguments etc. In particular, develop your responses to questions (c) and (d) before answering questions (a) and (b). a) Your claim: Fill in the following blank with either I prefer to account for credit losses using . [Option 1, Option 2, Option 3, Option 4, or Option 5] accounting for credit losses. b) Your confidence: Put an X at the spot on the scale below that indicates the likelihood your claim is the best choice, given the available information and the relative strengths of your arguments, counterarguments and rebuttals (in parts (c) and (d) below). 33 c) Your strongest arguments: Provide no more than three arguments supporting your claim in 600 words or less, numbered and arranged according to your assessment of their strength (from strongest to weakest). d) Your counterarguments and rebuttals: Provide no more than three counterarguments to your claim in 600 words or less, numbered and arranged according to your assessment of their challenge to the claim (from strongest to weakest). If possible provide rebuttals immediately below each counterargument. Written Assignment Include your responses to all parts of questions 1-3. 34 Session 6 The Intersection of Reporting Practice, Standard Setting and Policy – Case Studies from the Credit Crisis Introduction This session features two accounting thought leaders who were deeply involved in the most challenging events and decisions faced by the accounting profession and capital markets during the past decade, including responding to the credit crisis; determining whether the US should adopt IFRS; and determining ways to improve audit quality. Paul Beswick was Chief Accountant at the U.S. Securities and Exchange Commission from July 2012 through October 2014 and is the youngest person ever appointed to this office. In this capacity, his responsibilities included advising the Commission and Commission staff on accounting and auditing matters, resolving complex accounting and auditing practice issues with registrants and other market place participants, overseeing the FASB, IASB and other standards setters, and evaluating the accounting and auditing implications of numerous Commission rulemakings and initiatives, including those required by the Dodd Frank Wall Street Reform and Consumer Protection Act and the Jumpstart Our Business Startups Act. In addition, he developed strong working relations with key market place participants including other regulators, registrants, large accounting firms, and others across the financial reporting system. He joined the SEC staff in September 2007 as senior advisor to the chief accountant and later was named deputy chief accountant of OCA’s accounting group, which is responsible for resolving accounting practice issues, rulemaking, and oversight of private sector standard-setting. Mr. Beswick also served as deputy chief accountant for OCA’s professional practice group, which has lead responsibility for auditor independence and interactions with the Public Company Accounting Oversight Board. Greg Jonas is Director of the Office of Research and Analysis at the PCAOB, which supports and informs the audit oversight activities of the PCAOB through research, risk assessment, data analysis and knowledge management. Prior to joining the PCAOB, Mr. Jonas was the Managing Director in the Equity Research Group at Morgan Stanley. Previously, he spent six years as a Managing Director at Moody’s Investors’ Service. Mr. Jonas worked for 23 years at Arthur Andersen, where he started as a Staff Accountant before becoming a Partner and then Managing Director in the Professional Standards Group. He ended his tenure there leading the technical functions that supported Andersen’s worldwide audit practice. Earlier in his career, Mr. Jonas served as Executive Director of the American Institute of Certified Public Accountants Special Committee on Financial Reporting, which 35 undertook a major project to improve the relevance and reliability of the information companies report to investors. He also served as a Practice Fellow at the Financial Accounting Standards Board, where he addressed emerging practice problems. Major capital market disruptions such as those associated with the credit crisis (2008) and the earlier dot-com crash (2000-2002) generally create a public outcry for reforms to fix what’s broken, including new laws, regulations, standards and policies. At the big-picture level, your assignment for this session asks you to research three areas where there has been considerable demand for accounting reforms. Based on this research, you are to outline what you believe to be the top strategic issues for policy makers on those topics and related proposed or adopted reforms that you either support or oppose (and your reasons for doing so). For each topic, you will also prepare two questions that are particularly appropriate for our guests. Preparing these outlines and questions will provide a basis for a discussion with our guests. About the SEC and PCAOB To help you gauge whether the questions your prepare are “appropriate” for our guests, everyone in your group should complete the following readings: I. SEC: Office of the Chief Accountant https://www.sec.gov/oca Master: The brief discussions in the “About the Office” and three “Office Groups” sections Skim: Guidance for Consulting with the Office of the Chief Accountant (linked to from the Accounting Group) II. PCAOB: About the PCAOB http://pcaobus.org/About/Pages/default.aspx Master: The brief description at the top of the “About the PCAOB” home page III. PCAOB 2014-2018 Strategic Plan To locate this plan: scroll down the “About the PCAOB” home page to the “Operations” section; click on “Strategic Plans” and then click on “2014-2018” Grasp: pages 5-6 and 8-9 Skim: page 10-first paragraph of page 14 36 Splitting the Workload We recommend you: Divide your group into three subgroups of comparable size, with the first completing the written assignment for the section on the Credit Crisis (assigned questions 1 and 2); the second the written assignment for the section on IFRS Adoption (assigned questions 3 and 4); and the third the written assignment on Audit Quality (assigned questions 5 and 6). Take whatever steps the group deems necessary to ensure everyone is prepared to discuss the group’s responses to all six questions. Credit Crisis DO 1. Identify what you consider to be the top few reporting issues raised by the credit crisis. Research whatever sources you deem appropriate. (Hint: Search the web for related discussions by influential parties.) Prioritize these issues based on their strategic importance to policy makers (including law makers, regulators, and standard setters). For your top two issues, briefly outline proposed or adopted reforms you either support or oppose and your reasons for doing so. Your response can’t exceed 500 words. 2. Prepare at least two questions about the credit crisis that are particularly appropriate for our guests. IFRS Adoption READ IV. Office of the Chief Accountant, Division of Corporation Finance, United States Securities and Exchange Commission: Work Plan for the Consideration of Incorporating International Financial Reporting Standards into the Financial Reporting System for U.S. Issuers: Final Staff Report, July 13, 2012: http://www.sec.gov/spotlight/globalaccountingstandards/ifrs-work-plan-final-report.pdf Master: pages 1-6 (Executive Summary) Study other passages if you seek additional details when responding to the questions. V. Report to the Trustees of the IFRS Foundation: IFRS Foundation staff analysis of the SEC Final Staff Report—Work Plan for the consideration of incorporating IFRS into the financial reporting system for US issuers, October 22, 2012: 37 http://www.ifrs.org/Use-around-the-world/Global-convergence/Convergence-with-US-GAAP/Documents/Analysisof-SEC-Final-Staff-Report.pdf [Ignore the request for a log-in and just click “Cancel” and the PDF will open.] Grasp: pages 1- 13 (to start of “Issues related to adoption, endorsement and transition”) Study other passages if you seek additional details when responding to the questions. VI. Remarks before the 2014 AICPA National Conference on Current SEC and PCAOB Developments, James Schnurr, SEC Chief Accountant, December 8, 2014 http://www.sec.gov/News/Speech/Detail/Speech/1370543609306#.VKqVGivF98E Master: “IFRS” section of speech DO 3. Based on the above readings and whatever other sources you deem appropriate, identify what you consider to be the 2-3 IFRS adoption policy choices that deserved the most serious SEC consideration. Identify the policy choice you support. Provide no more than three arguments supporting your choice and no more than three counterarguments. Your response can’t exceed 500 words. 4. Prepare at least two questions about IFRS adoption that are particularly appropriate for our guests. Audit Quality READ VII. Big Four Firms to Be Questioned on Push into Consulting, M. Rapoport, WSJ: December 9, 2013 http://www.wsj.com/articles/SB10001424052702303560204579248480271764214 Skim: this brief article to understand one of the reasons the SEC and PCAOB are concerned about audit quality VIII. PCAOB: Concept Release on Audit Quality Indicators, July 1, 2015 http://pcaobus.org/Rules/Rulemaking/Docket%20041/Release_2015_005.pdf Grasp: pages 1- first paragraph on page 9 and page 13 Skim: pages 17-28 (starting with “Use and Availability of Audit Quality Indicators) Study other passages if you seek additional details when responding to questions. You may find Appendix A particularly useful for gaining a deeper understanding of specific indicators. IX. AICPA: Enhancing Audit Quality: A 6-Point Plan to Improve Audits. May 20, 2015 38 http://www.aicpa.org/InterestAreas/PeerReview/DownloadableDocuments/EAQ-6-point-plan.PDF Skim: pages 1- 8 Keep in mind that the PCAOB and AICPA are seeking ways to improve audit quality for two different classes of audit clients: The above PCAOB report is focused on audits of public companies and the AICPA report on non-SEC registrants, including not-for-profit organizations, employee benefit plans and governmental entities. Nevertheless, many of the issues related to improving audit quality likely pertain to both classes of clients DO 5. Identify what you consider to be the top few issues related to improving audit quality (based on the above readings and whatever other sources you deem appropriate). Prioritize these issues based on their strategic importance to policy makers (including law makers, regulators, and standard setters). For your top two issues, briefly outline proposed or adopted reforms you either support or oppose and your reasons for doing so. Your response can’t exceed 500 words. 6. Prepare at least two questions about improving audit quality that are particularly appropriate for our guests. 39 Session 7 Consolidations: Authoritative Guidance Introduction We have seen that the challenges associated with accounting for revenue recognition center on judgments regarding asset and liability recognition and derecognition. Similarly, in Session 12 we will see that the challenges associated with accounting for leases center on judgments regarding asset and liability recognition and derecognition. In Sessions 7 and 8 our focus shifts from examining whether individual assets or liabilities should be recognized on balance sheets to whether the assets and liabilities of entire entities should be recognized through consolidation. The critical challenge for standard setters and regulators, which gained prominence during the 20012002 accounting scandals and later during the credit crisis, was creating and enforcing authoritative guidance that would ensure “special purpose entities” structured to keep assets and liabilities “controlled” by entities off their balance sheets (by skirting consolidation criteria), would, in fact, be consolidated. The reason this challenge was particularly problematic was every time a hole was plugged in the authoritative guidance, new entities were created to avoid consolidation. In this session, you’re going to learn about a new concept the FASB developed to address this challenge: variable interest entities (VIEs). In the next session, you’re going to learn that enforcing this guidance can still be problematic. Splitting the Workload We recommend: Everyone should start by completing reading assignment I (E&Y slides) and question 1 (E&Y problems). We have assigned several E&Y problems to help you build a foundation of basic terms and concepts needed for subsequent readings and analyses. We may go over a few of these exercises quickly during class. Everyone should complete reading assignment II (PwC guide) Divide into two subgroups: a small one with two members and a larger one with the remaining members. The smaller subgroup complete assigned question 2 and the larger subgroup identify arguments and counterarguments for the two alternatives in question 3. After the larger subgroup shares the arguments and counterarguments it identified with the smaller subgroup, everyone should decide the group’s position and prioritize the supporting arguments, counterarguments, and rebuttals. 40 Take whatever steps the group deems necessary to ensure everyone is prepared to discuss the group’s responses to all three assigned questions. READ The E&Y readings below and PwC readings that follow discuss variable interest entities (VIEs). You may find some of the terms and concepts related to VIEs difficult to comprehend when you first encounter them, especially if you are not familiar with special purpose entities. You will need a solid understanding of these terms and concepts for the Session 8 assignment (next class). Our goal for Session 7 is to help you begin to gain this understanding. I. E&Y Foundation ARC: Consolidations and Joint Ventures slides (Posted to Session 7 of the course site) Skim: slides 2-18 Grasp: slides 19-24 Optional: slides 25-33 Skim: slides 34-37 Grasp: slides 38-48 Optional: slides 49-61 Skim: slide 62 DO 1. E&Y Foundation ARC: Consolidation and Joint Ventures Homework Problems (Posted to Session 07 section of the course site) Provide solutions to problems 1-6, 9-10, and 22 READ II. PwC: Guide to Accounting for Variable Interest Entities (Posted to Session 07 section of the course site) Clients and Friends (Third page in the document – not numbered) Executive summary Master: pages 2-4 Chapter 1: Definitions of Key Terms Grasp: pages 3-6. Skim: page 15: Kick-out rights and participation rights Chapter 2: Scope and Scope Exceptions Master: First paragraph Grasp: pages 2-4 Chapter 3: Variable Interests Grasp: pages 2-3 41 Master: Example 3.1 on pages 3-4 Skim: pages 4-7 Master: Examples 3-2 and 3-3 on pages 7 and 8 Skim: pages 8-11 Grasp: Examples of Potential Variable Interests on page 11 Skim: pages 12-24. Don’t get tied up in the details. Your goal is to gain an appreciation for the broad range of potential variable interests and the challenges companies confront when they are trying to determine whether they have a variable interests in entities. Chapter 4: Determining whether an entity is a VIE Master: page 2 Grasp: page 3 Optional: pages 4-8 Grasp: page 9 (starting with “Next Steps”) Chapter 5: Identifying the Primary Beneficiary of a VIE Master: page 2 Grasp: pages 3 - end of Example 5-5 on page 10 III. FASB Accounting Standards Codification The two flowcharts in paragraph ASC 810-10-05-06 summarize the rather complex process companies can go through to determine whether they should consolidate an entity. IV. Refer to Harley Davidson’s annual reports as needed to complete the assignment. The reports are posted to the Session 7 section of Canvas. Harley Davidson’s 2008 Annual Report Page 43: Finance Receivable Securitizations Page 46: Off-Balance Sheet Arrangements Pages 65-66: Finance Receivable Securitizations Harley Davidson’s 2009 Annual Report Page 16: section dealing with credit risk on finance receivables Pages 41-42: New Accounting Standards Not Yet Adopted Harley Davidson’s 2010 Annual Report Page 63: Balance sheet Pages 68-71: sections dealing with finance receivables Page 74-75: sections dealing with finance receivables DO 2. This question centers on the evolution of Harley Davidson’s accounting for securitized finance receivables from 2009 through 2011. 42 a) Based on discussions in Harley Davidson’s annual reports compare and contrast the GAAP guidance the company complied with when accounting for securitized finance receivables in 2008 and 2010, emphasizing differences in the balance sheet effects. b) Under US GAAP, “Assets are probable future economic benefits obtained or controlled by a particular entity as a result of past transactions or events.” (FASB Con 6 paragraph 25). Do you believe “Restricted finance receivables held by variable interest entities, net” reported on Harley Davidson’s 2010 balance sheet meets this definition? Defend your response by explaining why Harley Davidson: (i) is or is not entitled to the future benefits associated with the receivables and (ii) does or does not control these benefits. c) Under US GAAP, “Liabilities are probable future sacrifices of economic benefits arising from present obligations of a particular entity to transfer assets or provide services to other entities in the future as a result of past transactions or events.” (FASB Con 6 paragraph 35). Do you believe “Long-term debt held by variable interest entities” reported on Harley Davidson’s 2010 balance sheet meets this definition? Defend your response by explaining why Harley Davidson is or is not obligated to pay the amount reported to the debt holders. 3. Taking into account differences in measurement judgments, users’ capacity to interpret the reported numbers and footnote disclosures, and other factors you consider important, which accounting do you prefer for securitized finance receivables: The GAAP Harley Davidson followed in 2008 or the GAAP it followed in 2010? Answer this question by addressing parts (a)-(d) below based solely on the assigned readings. Note the questions are arranged in the order you will present your responses, starting with a claim and following with arguments etc. In particular, develop your responses to questions (c) and (d) before answering questions (a) and (b). a) Your claim: Fill in the following blank with either “2008” or “2010.” I prefer the GAAP Harley Davidson followed in [“2008” or “2010”] for securitized finance receivables. b) Your confidence: Put an X at the spot on the scale below that indicates the likelihood your claim is the best choice, given the available information and the relative strengths of your arguments, counterarguments and rebuttals (in parts (c) and (d) below). 43 c) Your strongest arguments: Provide no more than three arguments supporting your claim in 600 words or less, numbered and arranged according to your assessment of their strength (from strongest to weakest). d) Your counterarguments and rebuttals: Provide no more than three counterarguments to your claim in 600 words or less, numbered and arranged according to your assessment of their challenge to the claim (from strongest to weakest). If possible provide rebuttals immediately below each counterargument. Written Assignment Your written report should include your responses to all parts of questions 1-3. 44 Session 8 Consolidation: VIE Application Introduction This session examines judgments associated with VIEs on the parts of preparers and regulators. In the process, you will learn about correspondences between the SEC and registrants regarding SEC concerns about accounting issues in 10Qs, 10Ks, or other filings. Specifically, the question you will be examining is whether ITT Educational Services (ESI) should consolidate the PEAKs facility for student loans? Splitting the Workload We recommend: Everyone start by carefully reading the explanation of the PEAKs trust and related entities in the Appendix to the Morgan Stanley article (reading I, pages 6-8). It’s essential that everyone has a solid grasp of these issues before tackling the assigned questions. Divide into two subgroups: a small one with two members and a larger one with the remaining members. The smaller subgroup complete questions 1-5 by referencing ESI’s 2011 10K (reading II) The larger subgroup complete question 6 and identify arguments and counterarguments for the two alternatives in question 7. Study the correspondences between the SEC and ESI (reading III) carefully and reference ESI’s reports (reading II) if needed for additional details or clarification. Your response to question 6 will likely influence some of the arguments and counterarguments in question 7. After the larger subgroup shares the arguments and counterarguments it identified in question 7 with the smaller subgroup, everyone should decide the group’s position and prioritize the supporting arguments, counterarguments, and rebuttals. Take whatever steps the group deems necessary to ensure everyone is prepared to discuss the group’s responses to all three assigned questions. Read All of the readings for this session are posted to the Session 8 section of course site. I. Morgan Stanley: IIT Educational Services: A Peek at PEAKS, April 7, 2011 II. Select ESI filings submitted to SEC 10Q for the first quarter 2010 10Ks for 2010 and 2011 Refer to these documents as needed to interpret the correspondence between the SEC and ESI (in III below) or to address the assigned questions. If you need additional ESI filings, you can locate them at the investor relations section of the company website or at SEC.org: http://www.ittesi.com/index.php?s=127 45 http://www.sec.gov/edgar/searchedgar/companysearch.html III. Correspondence between the SEC and ESI Correspondence 01: SEC May 7, 2010 comment letter to ESI Correspondence 02: ESI June 4, 2010 response to SEC Correspondence 03: ESI July 19, 2010 response to SEC Correspondence 04: SEC August 18, 2010 comment letter to ESI Correspondence 05: ESI August 18, 2010 response to SEC Correspondence 06: SEC September 14, 2010 comment letter to ESI Correspondence 07: ESI September 28, 2010 response to SEC Correspondence 08: SEC October 14, 2010 comment letter to ESI For future reference, here is how you can locate these correspondences a) Go to the SEC’s “Company Search” Website: http://www.sec.gov/edgar/searchedgar/companysearch.html b) Enter the company name or ticker symbol (e.g., ESI) into the appropriate box and click “Find Companies”. You may have to select the parent company from a provided list. c) In the “Filing type” box enter “upload” followed by “Search” to get comment letters from the SEC to the company or enter “corresp” followed by “Search” to get correspondences from the company to the SEC Do 1. What are ESI’s sources of revenue? 2. Where do ESI’s students get money to pay their tuition? 3. Why does ESI need a private source of financing for its students? Hint: Do an internet search for “90-10 rule.” 4. How does the PEAKs loan program work? What are the economics from the perspective of the bank, the servicer, and ESI? 5. How would consolidation of PEAKs affect ESI’s financial statements? How would it affect ESI’s key financial metrics the market uses to evaluate ESI? Hint: See the Morgan Stanley article. 6. Which entity controls the PEAKs facility? Which entity enjoys the benefits of PEAKs loans performing better than expected? Which entity bears the risks if the loans under-perform? 7. Deciding whether to consolidate VIEs can require considerable judgment, meaning experts can reasonably disagree on the outcome. Ultimately, the SEC decided ESI’s accounting for the PEAKs Trust (not consolidating) was acceptable. Do you agree with the SEC’s decision? Should the SEC have required consolidation? 46 Answer this question by addressing parts (a)-(d) below based solely on the assigned readings. Note the questions are arranged in the order you will present your responses, starting with a claim and following with arguments etc. In particular, develop your responses to questions (c) and (d) before answering questions (a) and (b). a) Your claim: Fill in the following blank with either “should have” or “should not have.” The SEC [should have or should not have] required ESI to consolidate the PEAKs trust. b) Your confidence: Put an X at the spot on the scale below that indicates the likelihood your claim is the best choice, given the available information and the relative strengths of your arguments, counterarguments and rebuttals (in parts (c) and (d) below). c) Your strongest arguments: Provide no more than three arguments supporting your claim in 600 words or less, numbered and arranged according to your assessment of their strength (from strongest to weakest). d) Your counterarguments and rebuttals: Provide no more than three counterarguments to your claim in 600 words or less, numbered and arranged according to your assessment of their challenge to the claim (from strongest to weakest). If possible provide rebuttals immediately below each counterargument. Written Assignment Include your responses to questions 1-7. 47 Session 9 Employee Benefits: Authoritative Guidance and Related Concepts and Computations Introduction Sessions 9 and 11 examine current IFRS and US GAAP guidance regarding accounting for employee benefits. For IFRS, you will only be responsible for IAS 19, as amended June 2010, which became effective for years starting after January 1, 2013. This is a very relevant topic: “Ford Motor Co. expects to spend $5 billion this year shoring up its pension funds, almost as much as the auto maker spent last year building plants, buying equipment and developing new cars. The nation's second-largest auto maker is one of a who's who of U.S. companies pouring cash into pension plans now being battered by record low interest rates. Verizon Communications Inc. contributed $1.7 billion to its pension plan in the fourth quarter and—highlighting companies' sensitivity to this issue—Boeing Co. now reports "core earnings" to separate out pension expenses. ‘It is one of the top issues that companies are dealing with now,’ said Michael Moran, pension strategist at investment adviser Goldman Sachs Asset Management.” Low Rates Force Companies to Pour Cash into Pensions, Wall Street Journal, February 4, 2013 It’s also a very challenging topic: “For many years, the accounting for pensions and OPEB (Other Postemployment Benefits) has been criticized by preparers, auditors, and financial statement users. Preparers and auditors have found the strict rules-based guidance on this subject difficult to understand and apply. Investors and other financial statement users have found the information disclosed about retirement benefits difficult to interpret and correlate to the economics of the benefit arrangements.” PwC Dateline, February, 2011, page 1 Splitting the Workload We recommend: You divide into two subgroups of comparable size. The first subgroup should complete questions 1-2, which center on terminology, concepts, computations, and entries associated with authoritative guidance related to defined benefit pension plans. Assign group members to this part of the assignment who are most comfortable working with Excel and technical accounting issues. 48 The second subgroup should complete questions 3-6, which center on other post-retirement benefits (OPEB) and on differences in business, accounting, and valuation issues for pensions and other post-retirement benefits. Take whatever steps the group deems necessary to ensure everyone is prepared to discuss the group’s responses to all six assigned questions. Defined Benefit Pension Plans READ For question 1, you will derive US GAAP and IFRS measures and record entries in the Pension Example Exercise Excel model posted to the Session 9 module of the course site. The Pension Example Exercise Reference document below will help you address this task. It is organized according to the worksheets in the Excel file and contains definitions and illustrations of computations and entries therein. The reference document has an extensive hyperlinked table of contents, which will help you easily locate explanations to terms, computations and entries you encounter in the Excel model. I. Pension Example Exercise Reference (Posted to the Session 9 module of Canvas) VIEW II. Using Excel 1: Basics http://www.navigatingaccounting.com/spreadsheet/using-excel-1-basics Optional: If you are not familiar with Excel, we recommend this video (26 minutes). III. Using Excel 2: Linking Cells Across Worksheets http://www.navigatingaccounting.com/spreadsheet/using-excel-2-linking-cells-across-worksheets Optional: If you are not familiar with Excel’s “view” menu, we recommend this video (9 minutes). You’ll find it easier to answer questions 1 and 2 if you know how to link to cells in other worksheets using three options in Excel’s “view” menu: "freeze panes”, "new window" and "arrange all." If you’re using the PC version of Excel, the video at the above link will help you understand these features. If you’re using the Mac version of Excel, scroll to the note at the bottom of the above web page. IV. Scenic: Present Values and future values http://www.navigatingaccounting.com/video/scenic-present-values Optional: If you are not familiar with present value computations, we recommend this video (29 minutes). If you are familiar with them and want to learn how to use Excel present value formulas: For PC or Mac users: o Click video o Click the arrow to start the video 49 o Click the “Excel functions” menu item on the left (1.5 minutes) For users of iPods, iPhones/Android, or iPads: The menu items require Flash, which is not supported by these platforms. This means you will need go to about the 24 minute point in the video or otherwise watch most of the 29minute video to get to the “Excel functions” 1.5 minute segment. V. ASC 715-30 Refer to as needed to complete the assigned questions VI. IAS 19, as amended June 2011 Refer to as needed to complete the assigned questions VII. PwC: IFRS and US GAAP: Similarities and Differences, October 2014: http://www.pwc.com/en_US/us/issues/ifrs-reporting/publications/assets/ifrs-and-us-gaap-similarities-anddifferences-2014.pdf Refer to as needed to complete the assigned questions DO 1. Pension Example Exercise Excel Model (Posted to the Session 9 section of the course site) Answer the two questions in the Assignments worksheet. You are to submit this file via email along with your solutions to the other assigned questions by noon, along with your written assignment. 2. AT&T Pension Exercise Excel Model (Posted to the Session 9 section of the course site) Answer the two questions in the Assignments worksheet. Read the guidance in this worksheet carefully. You are to submit this file via email along with your solutions to the other assigned questions by noon, along with your written assignment. Other Post Retirement Benefits This section continues our study of accounting for employee benefits, by examining differences in business, accounting, and valuation issues for other post-retirement benefits (OPEB). 50 READ VIII. Towers Watson: Comparison of Accounting for OPEB Versus Pensions (Posted to the Session 9 section of Canvas) Master slide 2 Skim slides 3-5 Grasp slides 6-7 Master slide 8 Grasp slides 9-14 Skim slides 15-18 Master slide 19 Grasp slides 20-22 IX. Morgan Stanley: Accounting & Valuation: Voluntary Changes in Pension and OPEB Accounting Boosts Non-GAAP Earnings (posted to the Session 9 section of Canvas) Grasp pages 1-5 Skim pages 6-8 Optional pages 9-13 If you discover terms in the Morgan Stanley reading you aren’t familiar with, you will likely find their definitions in one of the following sources: I. FASB: ASC 715-30-20 (Glossary) IASB: IAS 19, as amended in June 2010, paragraph 8 (Definitions) ASC 715-60 (Compensation: retirement benefits: defined benefit plans: other postretirement) Refer to as needed to complete the assigned questions II. Verizon 2011 10K (Posted to the Session 9 section of Canvas) DO Provide bullet point responses to the following questions: 3. Some companies have voluntarily changed their pension accounting to immediately recognize actuarial gains and losses, while presenting a non-GAAP measure that excludes those gains and losses. Are companies motivated to similarly change their OPEB accounting? Why or why not? 4. Why is Verizon’s OPEB liability so much larger than its pension liability? Is its OPEB liability more volatile than its pension liability? Why or why not? 5. What are the actuarial assumptions needed for OPEB accounting that are unique to OPEB compared to assumptions needed for pension accounting? 51 6. What are the top few ways management could engage in aggressive accounting related to OPEB? For each way, how would you evaluate the reasonableness of the related estimates or judgments? Written Assignment Include your responses to all parts of questions 1-6. For questions 1 and 2: submit your Pension Example Exercise Excel file and AT&T Pension Exercise Excel file with your answers to the questions in the Assignments worksheets. 52 Session 10 Financial Instruments Related to Securitizations Introduction This session will center on a discussion lead by representatives from the New York and Boston offices of PwCs’ Financial Instruments, Structured Products, and Real Estate Group (FSR). They will be sharing insights regarding measuring the fair values of securities associated with securitizations and related classification and disclosure issues. These securities have been center stage during the recent credit crisis. They were often referred to as toxic assets by the media. One of the primary goals of this session is to raise your awareness to the measurement challenges that can arise in practice and the expertise that is needed to meet them. To this end, we want you to get your hands dirty in the finance, accounting, and regulatory complexities associated with one of these securitizations: Mortgage Pass-Through Certificates, Series 2006-NC5, which was sponsored by Morgan Stanley Capital Inc. in 2006. We are hoping this will be a tremendously valuable learning experience for all of us. The primary goal of the written assignment is to ensure that you are prepared as best as possible to participate in the class discussion. Our guests have prepared a PowerPoint presentation but they are planning to pose questions to you throughout the class and entertain your questions. The assigned readings and questions for this assignment and the previous one should prepare you for this role. Splitting the Workload We recommend: Everyone start by carefully reading the assigned sections in the securitization primer (reading I) and prospectus supplement (reading II). It’s essential that everyone has a solid grasp of these issues before tackling the assigned questions. Divide into two subgroups of comparable size. The first subgroup should complete question 1, referencing the prospectus supplement (reading II) and E&Y Financial Asset slides (reading III) as needed. The second subgroup should complete question 2, referencing the prospectus supplement (reading II), the E&Y Fair Value slides (reading IV) and possibly the referenced sections of ASC 820 (reading V). 53 Take whatever steps the group deems necessary to ensure everyone is prepared to discuss the group’s responses to all three assigned questions. PwC Presentation on Securitizations READ I. A Securitization Primer for First Time Issuers, by Joel Telpner, Greenberg Traurig (See the Session 10 module of the course site.) Skim pages 1-4 through the “Trustee” section on page 4 Skip the accounting discussion that starts on page 4 with “How does a company remove assets from its balance sheet for securitization purposes?” through to the start of “What are the factors that go into rating a securitization?” For the most part, the accounting discussed in this section is no longer allowed under US GAAP. Skim the remainder of the document Return to this document as needed when addressing the assigned questions. II. Prospectus Supplement (See the Session 10 module of the course site.) Master pages S-1 through S-47 Grasp pages S-48 through S-83 Return to this document as needed when addressing the assigned questions. III. E&Y Foundation ARC: Financial Assets slides (focusing on US GAAP) (See the Session 10 module of the course site. This should mostly be a review of topics covered in other courses.) Optional: slides 1-9 Skim: slides 10-19 Grasp: slides 20-22 Optional: slides 23-44 Grasp: slides 45-47 Optional: slides 48-61 IV. E&Y Foundation ARC: Fair Value Basics slides (See the Session 10 module of the course site. This should mostly be a review of topics covered in other courses.) Skim: slides 1-12 54 Grasp: slides 13-16 Optional: slides 17-33 Grasp: slides 34-45 Optional: slides 46-50 Grasp: slide 50 Optional: slides 51-56 Grasp: slides 57-67 Optional: slides 68-78 V. ASC 820 Optional DO The purpose of these questions is to ensure you are prepared to participate in the discussion lead by the PwC guests regarding the “Prospectus Supplement” in the assigned reading. Most of the class will center on this supplement. Assume you are a junior member of the corporate finance department at Eagle Company who is responsible for writing executive summaries at various dates related to the A-1 tranche of the securitization discussed in the supplement. 1. For this question, you are to write an executive summary dated December 1, 2006, when Eagle Company is considering investing in the A-1 tranche of the securitization. Your memo should not exceed four pages. You are to address the following issues in language an intelligent executive whose understanding of securitizations is limited to the primer in the assigned reading. a) Describe the deal type, structure, and risks by answering the following questions: Who are the parties in the transaction? Which parties have an economic interest in the transaction and describe their interest? Describe the nature of the collateral in this transaction. What may be some of the key characteristics of the collateral? What are the risk factors in the structure? What are the key differences in terms of risk between holding the A-1 and A-2 tranches? Assume you are a holder of the A-1 tranche, what are the some of the risk mitigating factors in this deal? 55 b) What are some of the accounting considerations as an investor in the A-1 tranche of this transaction? Specifically, discuss the classification alternatives under ASC 320, their financial statement consequences and the one that is likely most appropriate for an investment in the A-1 tranche. 2. For this question, you are to write an executive summary (not to exceed 4 pages) dated December 20, 2006, when Eagle’s executives are preparing for a meeting with PwCs’ Financial Instruments, Structured Products, and Real Estate (FSR) Group to discuss fair-value measurement and disclosure issues related to Eagle’s investment in the A-1 tranche. These issues must be addressed to prepare the financial statements and footnotes for the year ended December 31, 2006. Eagle has hired the FSR Group to help Eagle determine the fair value that will be reported at this date and related disclosures. Your memo should: a) Briefly explain the valuation techniques permissible under US GAAP (ASC 820-10-35:24-35, discussed briefly in slide 52 of E&Y Fair Value Basics slides). Identify the technique you expect the FSR Group will recommend. Identify related issues that you don’t fully understand and suggest questions the Eagle executives might pose to the FSR Group to explain these issues. b) Briefly explain the valuation inputs you expect the FSR Group to recommend and the level in the fair value hierarchy where Eagle will likely disclose its investment in the A-1 tranche (ASC 820-10-36:55, discussed briefly in slides 57-67 of the E&Y Fair Value Basics slides). Identify related issues that you don’t fully understand and suggest questions the Eagle executives might pose to the FSR Group to explain these issues. Written Assignment Include your responses to all parts of questions 1-2. 56 Session 11 Employee Benefits: Applications Introduction This session features a guest speaker – Diana Scott from Towers Watson, a leading expert in employee benefit accounting. Diana will cover four topics, each of which requires your preparation, and in three cases, written responses to questions in advance of class. The topics are: Career issues for technical accountants Factors affecting funding status The changing landscape and the actions companies are taking to lower the risk of definedbenefit pension plans Accountants working with specialists Splitting the Workload We recommend: Everyone start by reading the assigned materials. It’s essential that everyone has a solid grasp of these issues before tackling the assigned questions and to broadly contribute to the class discussion. Otherwise, you may split the work in any manner you wish. READ I. Diana Scott’s bio. (Posted to the Session 11 section of Canvas) DO 1. In her introductory comments, Diana will comment on the following: Building your professional brand Enhancing technical skills Importance of reinventing yourself as change occurs Be ready to ask questions about these areas or anything else about career planning you would like to discuss with Diana. (No write-up is required.) 57 Topic 2 – Factors affecting Funding Status READ II. Towers Watson: TW Pension 100: Year-End 2013 Disclosures of Funding, Discount Rates, Asset Allocations and Contributions (Posted to Session 11 of Canvas) Grasp pages 1-4 DO 2. The assigned TW article discusses factors that likely explain most of the change in the aggregate funded status ratio in Figure 2 during 2013: (l) the change in average discount rates in Figure 5; (ii) the average target asset allocation percentages in Figure 6; (iii) the investment returns in Figure 7; and (iv) the plan contributions in Figure 8. a. Briefly explain how each of these factors affects the aggregated funded status ratio. b. What would the aggregate funded status ratio have been at the end of 2013 if the following were true? The aggregate plan assets at the start of 2013 is the same as the amount used to determine the aggregated funded status ratio reported in Figure 2 100% of the aggregate plan assets at the start of 2013 were invested in the portfolio used to determine the Dow Jones Industrial Average (DJIA). The 2013 return on the aggregate plan assets was the balance at the start of the year multiplied by (1+ the return on the DJIA). Thus, the net effect of all other cash inflows and outflows was zero. The aggregate plan liabilities at the end of 2013 is the same as the amount used to determine the aggregated funded status ratio reported in Figure 2 To answer this question, you need to determine the aggregate plan assets and liabilities used to determine the ratios in Figure 2. Here is a hint: The article reports A/L and L-A for the relevant dates. c. What would the aggregate funded status ratio have been at the end of 2013 if the following were true? 58 The aggregate plan contributions during 2013 were the same as the contributions during 2012 ($45.2 billion). The $17.4 billion difference between the $45.2 billion of aggregate plan contributions assumed here for 2013 and the $27.8 billion reported in Figure 8 was contributed at the very end of 2013 (after all of the actual inflows and outflows occurred). Except for the effects of the $17.4 additional contribution the aggregate pension plan assets and liabilities at the end of 2013 would have been the same as those used to compute the ratios in Figure 2. Topic 3 – The changing landscape and the actions companies are taking to lower the risk of defined-benefit pension plans READ III. Towers Watson: De-risking Report 2014 (Posted to the Session 11 section of Canvas) Grasp pages 1-18 IV. Towers Watson: Eight Common Concerns About Pension De-Risking Strategies (Posted to the Session 11 section of Canvas) Grasp pages 1-3 V. Towers Watson: Journey Planning NA Report (Posted to the Session 11 section of Canvas) Grasp pages 1-2 VI. Towers Watson: Pension Risk Management (Posted to the Session 11 section of Canvas) Skim slides 1-3 VII. Deloitte: Pension Plan Risk: How Certain Employers are Moving Ahead of the Curve (Posted to the Session 11 section of Canvas) Optional DO 3. Assume you manage a company with a large defined-benefit pension plan. The plan, which is 75% funded, has invested its assets in 60% equities and 40% bonds. New employees remain eligible to participate in the plan. The company is prosperous, growing, and carries relatively little debt. However, the market is concerned with the size of the pension underfunding and volatility in plan 59 liabilities and funding requirements. You have decided to take actions to de-risk the pension plan in response to the market’s concern. Outline the actions you suggest the company take to de-risk the plan. For each action: a. Explain the rationale supporting the action and the risks it reduces b. Flag the accounting issues the company will need to address if it takes the action you suggest (you need not specify the accounting, only identify issues) Topic 4- Accountants working with specialists In preparing or auditing financial statements, accountants often work with specialists in other disciplines. Examples include experts in asset valuation, lawyers, engineers, and actuaries. Even through accountants are primarily responsible for financial reporting, they must rely, to some extent, on the work of the specialist. At a minimum, the accountant should ensure the accuracy of the data provided to the specialist and that the specialist understands their assignment related to financial reporting. Further reliance, however, could fall in three categories: Complete reliance: The accountant views the specialist’s work as a “black box,” accepting the specialist’s work Partial reliance: The accountant performs enough work to understand, at a high level, the work of the specialist, and reviews the output of the specialist’s work to ensure it is consistent with that general understanding. Minimal reliance: The accountant oversees the work of the specialist, as if the specialist were an extension of the accountant’s own staff. That is, the accountant understands the specialist’s approach, and reviews and questions the specialist’s assumptions, estimates and perhaps calculations too. READ VIII. AICPA: AU Section 336, Using the Work of a Specialist (Posted to the Session 11 section of Canvas) Grasp pages 545 - 548 DO 4. Answer the following questions: 60 a. Do you characterize the AICPA’s model as complete reliance, partial reliance, or minimal reliance? Why? b. If you were in charge of preparing a company’s financial statements, which level of reliance would you support and why? Would your answer change assuming you were an auditor rather than a preparer of financial statements? Why? Written Assignment Include your responses to all parts of questions 2-4. 61 Session 12 Leases: Proposed Authoritative Guidance Introduction Similar to revenue recognition, the FASB and IASB have been working on a joint leasing project that, if completed in late 2015 as planned, will have profound consequences for many lessors and lessees financial statements. During early 2014, the Boards started deliberating on feedback to an exposure draft (ED) released May 16th 2013. In this session, you will learn through the comment letters to the ED and the Boards’ responses to concerns expressed therein that the related accounting issues are challenging and the proposed guidance is highly controversial. To keep the workload manageable, you will not be asked to analyze existing leasing standards. READ I. Locating Information Related to the Leases Standard Setting Process Posted by the FASB This document explains how to locate and download files (listed below) for the assignment Steps 1-10 are similar to those you followed in Session 5 to locate information related to financial instruments. Steps 11-17 explain how to locate and download Staff Papers, which we will be studying for the first time in this session. II. May 2013 Exposure Draft: Proposed Accounting Standards Update: Leases (Topic 842): a revision of the 2010 proposed FASB Accounting Standards Update, Leases (Topic 840) (To download, see Step 7 in Locating Information Related to the Leases Standard Setting Process Posted by the FASB) Reference this exposure draft (ED) if needed to complete the assignment. The subsequent readings and questions center on how the standard evolved as the FASB considered constituents’ feedback on this ED. You may find the subsequent readings’ descriptions of issues in the ED are sufficient to complete the assignment. If not, you can read related sections of the ED for clarification. Splitting the Workload We recommend you split the workload within your group as follows: Split your group into two subgroups of comparable size. o The first subgroup should answer question 1 below. o The second subgroup should answer questions 2 below 62 Merge your responses to questions 1 and 2. Take whatever steps the group deems necessary to ensure everyone is prepared to discuss the group’s responses to questions 1 and 2. READ (for question 1 – first subgroup) III. Staff Paper 3A (268), prepared for the March 2014 meeting (To download, see Steps 11-14 in Locating Information Related to the Leases Standard Setting Process Posted by the FASB) This Staff Paper proposed four alternative leasing models for the Boards to consider during the March 2014 meeting. Question 1 asks you to choose the model you prefer from the four suggested by the Staff plus another suggested by Dell in a Comment letter referenced below. We suggest you read the first six paragraphs of the Staff Paper before continuing and then study the analysis therein carefully after you read question 1. IV. Sample of comment letters from various constituent groups The analysis in the assigned Staff Paper summarizes feedback from several meetings with constituents and over 600 Comment letters. As a result, details regarding arguments in the Comment letters that can help you strengthen your analysis tend to be omitted. We’ve indicated pages in the letters that relate to the issues discussed in the Staff Paper. a. Leasing 101 http://www.fasb.org/cs/BlobServer?blobkey=id&blobnocache=true&blobwhere=1175827393192&blobheader=applic ation%2Fpdf&blobheadername2=Content-Length&blobheadername1=ContentDisposition&blobheadervalue2=959365&blobheadervalue1=filename%3DLEASES2.ED.0016.LEASING_101_WILLIAM_ BOSCO.pdf&blobcol=urldata&blobtable=MungoBlobs Related pages Start of letter through to beginning of the “Sales leasebacks with non-bargain purchases option” section b. Equipment Leasing and Finance Association (ELFA) http://www.fasb.org/cs/BlobServer?blobkey=id&blobnocache=true&blobwhere=1175827603992&blobheader=applic ation%2Fpdf&blobheadername2=Content-Length&blobheadername1=ContentDisposition&blobheadervalue2=391180&blobheadervalue1=filename%3DLEASES2.ED.0112.ELFA_WILLIAM_G._SUTT ON.pdf&blobcol=urldata&blobtable=MungoBlobs Related pages Start of “Economic Nature of Equipment Leases” on page 3 through to beginning of “Lessor Accounting” on page 6. 63 “Question 4: Classification of Leases” section on page 15. c. Dell http://www.fasb.org/cs/BlobServer?blobkey=id&blobnocache=true&blobwhere=1175827615403&blobheader=applic ation%2Fpdf&blobheadername2=Content-Length&blobheadername1=ContentDisposition&blobheadervalue2=440738&blobheadervalue1=filename%3DLEASES2.ED.0216.DELL_INC._SEE_LISTED.pd f&blobcol=urldata&blobtable=MungoBlobs Related pages Start of letter through to beginning of “Leasehold Improvements” on page 5. d. Penske http://www.fasb.org/cs/BlobServer?blobkey=id&blobnocache=true&blobwhere=1175827606732&blobheader=applic ation%2Fpdf&blobheadername2=Content-Length&blobheadername1=ContentDisposition&blobheadervalue2=1110554&blobheadervalue1=filename%3DLEASES2.ED.0130.PENSKE_TRUCK_LEASIN G_CO._L.P._CHERI_J._HIMES.pdf&blobcol=urldata&blobtable=MungoBlobs Related pages Start of letter through to beginning of “Question 3: Lessor Accounting” “Question 4: Classification of Leases” section e. IBM http://www.fasb.org/cs/BlobServer?blobkey=id&blobnocache=true&blobwhere=1175827610034&blobheader=applic ation%2Fpdf&blobheadername2=Content-Length&blobheadername1=ContentDisposition&blobheadervalue2=475170&blobheadervalue1=filename%3DLEASES2.ED.0157.IBM_CORPORATION_GRE GG_L._NELSON.pdf&blobcol=urldata&blobtable=MungoBlobs Related pages Start of letter through to beginning of “Leases and Services Arrangements” f. Standard and Poor’s http://www.fasb.org/cs/BlobServer?blobkey=id&blobnocache=true&blobwhere=1175827629998&blobheader=applic ation%2Fpdf&blobheadername2=Content-Length&blobheadername1=ContentDisposition&blobheadervalue2=319858&blobheadervalue1=filename%3DLEASES2.ED.0442.STANDARD_%26_POORS_ RATINGS_SERVICES_SEE_LISTED.pdf&blobcol=urldata&blobtable=MungoBlobs Related pages Start of letter through to beginning of “Lessor Accounting” on page 3 “Question 4: Classification of Leases” section DO The FASB and IASB are expected to adopt different models in their final standards. The IASB is expected to adopt Approach 1 in the Staff paper. The IASB changed its position during deliberations following the 2013 ED. The IASB had previously planned to adopt Approach 2 in the Staff Paper. 64 Similarly, the FASB changed positions during deliberations from Approach 2 to Approach 3 in the Staff Paper. 1. If you were a member of one of the Boards, which of the options below would you support? Approach 1 in the Staff Paper Approach 1A in the Staff Paper Approach 2 in the Staff Paper Approach 3in the Staff Paper Dell’s recommended approach – see pages 2-4 of Dell’s Comment letter Answer this question by addressing parts (a)-(d) below based solely on the assigned readings. Note the questions are arranged in the order you will present your responses, starting with a claim and following with arguments etc. In particular, develop your responses to questions (c) and (d) before answering questions (a) and (b). a) Your claim: Fill in the following blank: If I were a Board member, I would support [one of the above options]. b) Your confidence: Put an X at the spot on the scale below that indicates the likelihood your claim is the best choice, given the available information and the relative strengths of your arguments, counterarguments and rebuttals (in parts (c) and (d) below). c) Your strongest arguments: Provide no more than three arguments supporting your claim in 600 words or less, numbered and arranged according to your assessment of their strength (from strongest to weakest). d) Your counterarguments and rebuttals: Provide no more than three counterarguments to your claim in 600 words or less, numbered and arranged according to your assessment of their challenge to the claim (from strongest to weakest). If possible provide rebuttals immediately below each counterargument. 65 READ (for question 2 – second subgroup) (To download the following Staff Papers, see Steps 16 - 18 in Locating Information Related to the Leases Standard Setting Process Posted by the FASB) V. Staff Paper 3A (282), prepared for the May 2014 meeting VI. Staff Paper 3A (299), prepared for the October 2014 meeting VII. Staff Paper 3A (301), prepared for the December 2014 meeting The Boards discussed the definition of a lease during the three board meetings indicated above. The comment letters to the 2013 ED from Grant Thornton and KPMG referenced below both argue that the lease definition and supporting discussion in the ED did not adequately distinguish leases from service contracts. “Further, moving forward with a right of use model is supportable only if a lease can be defined in a manner that satisfactorily distinguishes leases from executory contracts (service contracts). We believe the ED’s proposals and supporting examples fail to achieve this – quite possibly because in many instances such a distinction does not exist.” (Grant Thornton Comment Letter, page 2). If leases could not clearly be distinguished from service contracts, auditors and others were concerned that companies would try to structure lease contracts as service contracts to get more favorable financial-statement effects. While all three Staff Papers listed above consider issues related to defining leases, we recommend you mostly focus on Staff Paper 3A (299) for the October 2014 meeting. It summarizes issues discussed in Staff Paper 3A (282), which the Staff prepared for the earlier May 2014 meeting. Staff Paper 3a (3010 was prepared for the December 2014 meeting. It expands on a choice in the October 2014 Staff Paper (between Alternative A and Alternative B). You can reference Staff Paper 3A (282) or 3A (301) if you seek additional details on related issues in Staff Paper 3A (299). We suggest you read the first fourteen paragraphs of Staff Paper 3A (299) before continuing and then study the analysis therein carefully after you read question 2. VIII. Sample of comment letters from various constituent groups The analysis in the assigned Staff Paper summarizes feedback from several meetings with constituents and over 600 Comment letters. As a result, details regarding arguments in the Comment letters that can help you strengthen your analysis tend to be omitted. We’ve indicated pages in the letters that relate to the issues discussed in the Staff Papers. 66 a. Grant Thornton http://www.fasb.org/cs/BlobServer?blobkey=id&blobnocache=true&blobwhere=1175827604094&blobheader=applic ation%2Fpdf&blobheadername2=Content-Length&blobheadername1=ContentDisposition&blobheadervalue2=533126&blobheadervalue1=filename%3DLEASES2.ED.0117.GRANT_THORNTON_KEN NETH_C._SHARP_JEFFREY_L._BURGESS.pdf&blobcol=urldata&blobtable=MungoBlobs Related pages Start of letter through to beginning of the “Future work on lease accounting” section. The “Question 1: Identifying a Lease” section on pages 6 and 7. b. KPMG IFRG http://www.fasb.org/cs/BlobServer?blobkey=id&blobnocache=true&blobwhere=1175821950849&blobheader=applic ation%2Fpdf&blobheadername2=Content-Length&blobheadername1=ContentDisposition&blobheadervalue2=2340971&blobheadervalue1=filename%3D0367-_1850100_KPMG_IFRG_LIMITED.pdf&blobcol=urldata&blobtable=MungoBlobs Related pages The “Identification of leases” section (2 paragraphs). The “Definition of a lease – Question 4” section in the Appendix (4 pages). IX. Summary of Tentative Decisions Reached to Date (As of May 13, 2015) (To locate this summary, see Step 10 in Locating Information Related to the Leases Standard Setting Process Posted by the FASB) The “ Scope: Definition of a lease” section presents the definition the Boards settled on after considering feedback from constituents and the Staff Papers listed above. DO 2. Does the Boards’ most recent definition of a lease and related discussion in the May 13th summary satisfactorily address the concern raised by Grant Thornton and KPMG that the lease definition and supporting discussion in the 2013 ED did not adequately distinguish leases from service contracts? a) Your conclusion: Fill in the following blank: The most recent definition [does, does not] satisfactorily address the concern raised by Grant Thornton and KPMG. b) If you concluded the most recent definition and supporting discussion did not adequately address the concern raised by Grant Thornton and KPMG, why not? c) How did arguments in the Staff Papers influence the analysis behind your conclusion? Which arguments, if any, did you find particularly compelling? Which arguments, if any, did you find particularly weak? (600 word limit) 67 Written Assignment Your written report should include your responses to all parts of questions 1-2. 68 Session 13 Project Presentations Directions for Sessions 13 and 14 will be distributed no later than Session 11 69 Session 14 Project Presentations Directions for Sessions 13 and 14 will be distributed no later than Session 11 70