Quarterly Accounting Roundup: An update on important developments The Dbriefs Financial Reporting series

Similar documents
AN OFFERING FROM BDO S NATIONAL ASSURANCE PRACTICE SIGNIFICANT ACCOUNTING & REPORTING MATTERS

Accounting Standards Updates ( ASUs ) effective in 2017 for calendar year-end entities:

SIGNIFICANT ACCOUNTING & REPORTING MATTERS FIRST QUARTER 2017

Financial Reporting for Taxes Current Developments

Quarterly Accounting Roundup: Important developments with a special focus on non-gaap measures The Dbriefs Financial Reporting series Bob Uhl,

LAW AND ACCOUNTING COMMITTEE SUMMARY OF CURRENT FASB DEVELOPMENTS 2017 Fall Meeting Washington DC

Quarterly accounting roundup: An update on Q important developments The Dbriefs Financial Reporting series

2015 ACCOUNTING YEAR IN REVIEW

Accounting and Financial Reporting Developments for Public Companies

Accounting, Financial Reporting and Regulatory Developments for Public Companies

Accounting and financial reporting developments for private companies

FASB Simplifies the Accounting for Share-Based Payment Arrangements With Nonemployees

FASB's new credit impairment model: At a loss for what to do The Dbriefs Financial Executives series

FASB Update NEWLY EFFECTIVE & RECENTLY ISSUED PRONOUNCEMENTS, & BEYOND. FALL CPE DAY 2016 MARIE BRILMYER, DIRECTOR

Third Quarter 2018 Standard Setter Update

FASB Proposes Improvements to the Accounting for Share-Based Payment Arrangements With Nonemployees

Life Sciences Accounting and Financial Reporting Update Interpretive Guidance on Common-Control Transactions

FASB Update Nick Cappiello Supervising Project Manager, FASB

EITF Roundup: Highlights from the June Meeting

EITF Roundup: Highlights from the March Meeting

Accounting and Financial Reporting Developments for Private Companies

APPENDIX A Important Implementation Dates

הכנס השנתי לכללי חשבונאות בינלאומיים ואמריקאים

EKS&H Newsletter 2015 Second Quarter Update (Public Company)

Life Sciences Accounting and Financial Reporting Update Interpretive Guidance on Government Assistance

Share-Based Payment Accounting Simplifications

Life Sciences Accounting and Financial Reporting Update Interpretive Guidance on Statement of Cash Flows

Quarterly Accounting Update: On the Horizon The following selected FASB exposure drafts and projects are outstanding as of April 12, 2015.

Accounting and financial reporting activities for private companies

APPENDIX A Important Implementation Dates

New Developments Summary

Quarterly Accounting Roundup: An Update of Important Developments

AGA Taxation Committee Meeting Accounting for Income Taxes: Recent Developments and Current Issues

Quarterly Accounting Update: On the Horizon

SIGNIFICANT ACCOUNTING & REPORTING MATTERS SECOND QUARTER 2017

EITF Roundup: Highlights from the January Meeting

AN OFFERING FROM BDO S NATIONAL ASSURANCE PRACTICE SIGNIFICANT ACCOUNTING & REPORTING MATTERS

Quarterly accounting roundup: Q update on important developments The Dbriefs Financial Reporting series

Applying the new revenue recognition standard

Annual Nonprofit Accounting and Auditing Update

SIGNIFICANT ACCOUNTING & REPORTING MATTERS

Quarterly Accounting Roundup: An Update of

Upcoming Significant GAAP Accounting Pronouncements as of

Life Sciences Accounting and Financial Reporting Update Interpretive Guidance on Inventory

LAW AND ACCOUNTING COMMITTEE SUMMARY OF CURRENT FASB DEVELOPMENTS 2016 Spring Meeting Montreal

A Roadmap to Accounting for Asset Acquisitions

Accounting, financial reporting, and regulatory developments for public companies

Accounting for Financial Instruments: A Comprehensive Update on the Joint Project

Technical Line FASB final guidance

Accounting and Financial Reporting Developments for Public Companies

Accounting and Auditing Update WBA/OBA CFO Conference PRESENTED BY: LOUISE HANSON, PARTNER, MOSS ADAMS LLP

Playing by the Rules: Accounting & Auditing Update 2016

SIGNIFICANT ACCOUNTING & REPORTING MATTERS

by Joe DiLeo and Ermir Berberi, Deloitte & Touche LLP

Accounting and Financial Reporting Developments for Private Companies

LAW AND ACCOUNTING COMMITTEE SUMMARY OF CURRENT FASB DEVELOPMENTS 2015 Fall Meeting Washington, DC

FASB s targeted improvements to hedge accounting: Smoother sailing ahead? The Dbriefs Financial Reporting series

FASB Insurance Contracts

Defining Issues. FASB Proposes to Simplify Accounting for Share-based Payments. June 2015, No

IASA Conference US GAAP Technical Update. Deloitte & Touche LLP September 14, 2016

Life Sciences Accounting and Financial Reporting Update Interpretive Guidance on Non-GAAP Measures

US GAAP versus IFRS. The basics. February 2018

Financial reporting briefs

Accounting & Auditing Update

360 INSIGHTS. Quarterly Accounting Update - Q4. What s Inside?

Session 15PD: GAAP Hot Topics. Moderator: Presenters: Anne Potas

Media & Entertainment Spotlight Navigating the New Revenue Standard

Revenue from contracts with customers (ASC 606)

Stock based compensation guidance to increase income statement volatility (see update note below)

FORM 10-Q FALCONSTOR SOFTWARE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 10-Q

Highlights of the September EITF Meeting

FASB/IASB/SEC Update. American Accounting Association. Tom Linsmeier FASB Member August 4, 2014

Revenue Recognition: A Comprehensive Update on the Joint Project

First Quarter 2009 Standard Setter Update

Effective Dates of U.S. Accounting Pronouncements

FASB Update NARUC. September 11, Nick Cappiello, Supervising Project Manager

Life Sciences Spotlight Effectively Treating the Impacts of the Converged Revenue Recognition Model

US GAAP versus IFRS. The basics. January 2019

AN OFFERING FROM BDO S NATIONAL ASSURANCE PRACTICE SIGNIFICANT ACCOUNTING & REPORTING MATTERS

by Rob Morris and Abhinetri Velanand, Deloitte & Touche LLP

FASB Update AGA. August 14, Nick Cappiello, Supervising Project Manager

SIGNIFICANT ACCOUNTING & REPORTING MATTERS

Accounting and Auditing Update. Erika Skouras, Senior Manager, Moss Adams

Credit impairment under ASC 326

STAT / GAAP Update. April 26, 2018

Heads Up. IASB Issues IFRS on Classification and Measurement of Financial Assets.

Share-based payments: FASB simplification initiative and common challenges. American Gas Association Accounting Principles Committee August 15, 2016

EITF Roundup: Highlights from the November Meeting

Tel: ey.com

32 ND ANNUAL SEC REPORTING & FASB FORUM

Credit impairment. Handbook US GAAP. March kpmg.com/us/frv

A Roadmap to Pushdown Accounting

Revenue from contracts with customers (ASC 606)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 10-Q. Commission file no:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 10-Q

Revenue from contracts with customers (ASC 606)

EITF Roundup. June 2005 Table of Contents. Audit and Enterprise Risk Services. by Gordon McDonald, Deloitte & Touche LLP

Expense recognition of nonemployee awards with graded vesting

Statement of cash flows

Transcription:

Quarterly Accounting Roundup: The Dbriefs Financial Reporting series Second Quarter 2016

Agenda Revenue Financial instruments Share-based payment improvements EITF update FASB standard setting SEC update PCAOB update Question and answer Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 2

Keep in mind This webcast does not provide official Deloitte & Touche LLP interpretive accounting guidance. Check with a qualified advisor before taking any action. See later slides for information on obtaining written summaries of issues discussed today. See FASB s web site for official minutes and ratified consensuses. Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 3

Learning objective To enhance participants understanding of important accounting issues and developments pertaining to recent actions of the FASB, IASB, EITF, and others. Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 4

Revenue Recognition (ASC 606) FASB Standard Setting Activities Update Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 5

Overview of new revenue guidance Finalized: Second quarter activity: FASB amended certain aspects of ASC 606, Revenue from contracts with customers: ASU 2016-12, Narrow-Scope Improvements and Practical Expedients (issued May, 2016) ASU 2016-10, Identifying Performance Obligations and Licensing (issued April, 2016) In first quarter, the FASB issued: 2016-08, Revenue from Contracts with Customers (Topic 606): Principal Versus Agent Considerations (Reporting Revenue Gross versus Net) (issued in March 2016). Effective date and transition - same as those in the new revenue standard. Proposed: Technical corrections and improvements -proposed ASU issued on May 18, 2016. Comments due July 2, 2016 Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 6

Technical corrections and improvements to ASC 606 Proposed ASU The technical corrections of the proposed ASU affect the following narrow aspects of the new revenue standard: Preproduction costs related to long-term supply arrangements Contract costs impairment testing Contract costs interaction of impairment testing with guidance in other topics Provisions for losses on construction-type and production-type contracts Scope of the new revenue standard Disclosure of remaining performance obligations Better align a contract modification example with the underlying literature Fixed-odds wagering contracts in the casino industry Cost capitalization for advisors to private and public funds Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 7

Revenue recognition Looking ahead Continue to monitor SEC staff and Transition Resource Group (TRG) activities Continue to identify potential implementation issues Raise to AICPA industry groups or TRG Silence likely won t preserve existing practices Guidance is new don t assume that current accounting treatment will remain unchanged Update internal controls to address new requirements Provide useful disclosures to investors about the new standard s impact SAB Topic 11M disclosures about the effect of the new revenue recognition guidance on a registrant s financial statements- subject to ICFR and disclosure controls Extent of disclosure should increase as adoption date nears Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 8

Measurement of Credit Losses on Financial Instruments (CECL) Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 9

Measurement of Credit Losses on Financial Instruments - CECL ASU 2016-13, Measurement of Credit Losses on Financial Instruments- issued on June 16 Effective dates Public business entities meeting the definition of an SEC filer - effective for fiscal years beginning after December 15, 2019, including interim periods Public business entities that do not meet the definition of an SEC filereffective for fiscal years beginning after December 15, 2020, including interim periods All other entities- effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years beginning after December 15, 2021. Early adoption permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Transition - In general, modified retrospective application with cumulativeeffect adjustment recognized in first period of adoption Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 10

Impairment project Scope In scope Out of scope Lease receivables recognized by lessor Trade receivables that result from revenue transactions All debt instruments (e.g., debt securities and loans) except debt securities measured at fair value Financial guarantee contracts Reinsurance receivables that result from insurance transactions Loan commitments AFS debt securities/securities measured at fair value through NI Equity securities Equity method investments Derivatives Loans made to participants by defined contribution employee benefit plans Policy loan receivables of an insurance entity Related party loans and receivables between entities under common control Pledge receivables (promises to give) of a not-for-profit entity Financial guarantee contracts accounted for as insurance or measured at FV-NI Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 11

Impairment project Key concepts of the CECL model Expected loss model Information set Current expected credit losses i.e., current estimate of future contractual cash flows that management does not expect to collect Generally applies to all financial assets that are measured at amortized cost No threshold for recognition Credit impairment recognized as an allowance Write-offs may still occur Includes historical loss experience, current conditions, and reasonable and supportable forecasts of future conditions. Other considerations Unit of account Measurement methods/practical expedients Purchased credit-deteriorated (PCD) assets and certain beneficial interests would apply the CECL model, but would be treated differently with respect to interest income recognition Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 12

Share-Based Payment Improvements Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 13

Share-Based Payment Improvements Overview of ASU 2016-09 Background Project to improve the accounting for share-based payments in the following areas: Accounting for income taxes upon vesting or settlement of an award Accounting for forfeitures Statutory tax withholding requirements Classification of awards with repurchase features (subsequently dropped) Private company practical expedients Effective date and transition Public business entities annual periods beginning after December 15, 2016, and interim periods therein Other entities annual periods beginning after December 15, 2017, and interim periods thereafter Early adoption is permitted Transition disclosures (a) nature and reason for the change (b) cumulative effect on equity (c) effects on retrospectively adjusted prior periods Early adoption considerations All amendments must be adopted in the same period If adopted during an interim period, any adjustments should be reflected as of the beginning of the annual period that includes the interim period Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 14

Share-Based Payment Improvements Excess tax benefits/tax deficiencies upon vesting or settlement of awards Eliminates the APIC pool concept Recognize all excess tax benefits and tax deficiencies as income tax benefit or expense in the income statement Treated as a discrete item for interim reporting purposes Transition: Prospective Eliminates the requirement to defer recognition of an excess tax benefit until the benefit is realized Transition: Modified retrospective approach Recognize previously unrecognized excess tax benefits (net of any valuation allowance) as a cumulative-effect adjustment to retained earnings For purposes of computing diluted EPS, eliminates the inclusion of excess tax benefits and deficiencies in determining assumed proceeds under the treasury stock method Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 15

Share-Based Payment Improvements Accounting for forfeitures Elect as an accounting policy either to: Estimate the total number of awards that will ultimately vest (as currently required), or Account for forfeitures as they occur Only applies to service conditions Affects accounting for nonforfeitable dividends Transition: Modified retrospective approach Record a cumulative-effect adjustment to retained earnings as of the adoption date For purposes of computing diluted EPS, continue to determine total proceeds under the treasury stock method based on actual forfeitures (See ASC 718-10- 45-1 and Example 8 in ASC 260-10-55) Continue to estimate the awards expected to vest for (1) the original award when accounting for an award modification or (2) replacement awards exchanged in a business combination attributed to precombination service Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 16

Share-Based Payment Improvements Statutory withholding requirements Affects whether an award should be classified as equity or liability Statutory withholding settlement provision alone would not lead to liability classification of the award when the withheld amount does not exceed the maximum individual statutory tax rate in the relevant tax jurisdictions Increases the limit from the statutory minimum withholding to the highest individual marginal tax rate Transition: Modified retrospective approach Entities would reassess the classification of outstanding liability awards as of the adoption date If new guidance would result in equity classification, an entity would record a cumulative-effect adjustment to retained earnings The maximum statutory tax rate is determined on a jurisdiction-byjurisdiction basis even if that rate exceeds the highest rate applicable to a specific award grantee. The classification exception would not apply to entities that do not have a statutory tax withholding obligation. Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 17

Share-Based Payment Improvements Classifications on the statement of cash flows Statutory withholding requirements Cash payments to tax authorities in connection with shares withheld to meet statutory tax withholding requirements = Financing cash outflow Payment represents entity s payment to reacquire the entity s shares Transition Apply change in presentation retrospectively to all periods presented Excess tax benefits/tax deficiencies upon vesting or settlement of awards Treated as other cash flows related to income taxes = Operating cash flow Eliminates previous requirement to treat as a hypothetical financing cash inflow and operating cash outflow Transition May elect to apply change in presentation either prospectively or retrospectively to all periods presented If prospective transition is elected, must disclose that prior periods have not been adjusted Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 18

Share-Based Payment Improvements Practical expedients for nonpublic entities Expected-term practical expedient Allows nonpublic entities to use a simplified method to estimate the expected term for awards with service or performance conditions that meet certain requirements: Service condition - estimate the expected term as the midpoint between the requisite service period and the contractual term of the award Performance condition - estimate of the expected term would depend on whether it is probable that the performance condition will be achieved Probable awards: expected term is the midpoint between the requisite service period and contractual term Improbable awards: expected term is either (a) contractual term for awards that do not contain an explicit service period or (b) midpoint between the requisite service period and contractual term for awards with an explicit service period Transition prospectively to all awards that are measured at FV after adoption Intrinsic value practical expedient Allows nonpublic entities to make a one-time election to switch from fair value measurement to intrinsic value measurement, without demonstrating preferability, for liability-classified share-based payment awards. Transition modified retrospective approach Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 19

EITF Update Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 20

EITF update Issue 15-F: Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments Final consensus reached, FASB ratification expected at June 29, 2016 meeting Retrospective application Effective for years beginning after December 15, 2017 (public) or December 15, 2018 (nonpublic) Sub-issue Debt prepayment or extinguishment costs Settlement of zero-coupon bonds Contingent consideration payments not made soon after the consummation of a business combination Proceeds from the settlement of insurance claims Classification - Financing - Operating (accreted interest) - Financing (principal) - Financing (amounts up to the fair value amount of the contingent consideration liability recognized as of the acquisition date) - Operating (any additional amounts) - Consistent with nature of the insurance coverage (i.e. nature of the loss) Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 21

EITF update Issue 15-F: Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments Sub-issue Proceeds from the settlement of corporate-owned life insurance (COLI) policies Distributions received from equity method investees Beneficial interests in securitization transactions Application of the predominance principle for transactions with multiple sources/uses Classification - Investing (proceeds) - Investing, operating or a combination (premium payments) Policy election - Cumulative earnings method: - Operating (cumulative distributions < cumulative earnings) - Investing (cumulative distributions > cumulative earnings) - Look through approach: - Classify based on specific circumstances of the distribution - Noncash (beneficial interest received upon initial transfer) - Investing (subsequent cash receipts on beneficial interests) When other cash flow guidance does not apply and payment/receipt cannot be separated into components using reasonable judgement, classify payment/receipt based on predominant activity Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 22

EITF update Issue 16-B: Employee Benefit Plan Master Trust Reporting Consensus-for-exposure, FASB ratification expected at June 29, 2016 meeting Presentation and disclosure only Effective date to be determined Impacts plan financial statements (ASC 960, 962, and 965) Key Issues Presentation of master trust balances and activity Disclosures for plans with divided interests Disclosure of investment-related accruals Section 401(h) account investment disclosures Consistency between ASC topics Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 23

FASB Standard Setting Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 24

FASB update Technical agenda highlights Anticipated 3Q activity Final standards Proposed ASUs out for comment Goodwill impairment (7/11) Income taxes Intra-entity transfers Statement of cash flows classification Financial statements of NFP entities Proposed ASUs Hedging Long duration insurance contracts Conceptual framework presentation Liabilities and equity targeted improvements Disclosure framework- disclosure review income taxes Balance sheet classification of debt EBP master trust reporting Derecognition guidance for/partial sales of nonfinancial assets (8/5) Technical corrections and improvements General (7/5) Revenue recognition (7/2) Consolidation interests held through related parties that are under common control (7/25) Proposed ASUs in redeliberations Definition of a business Various presentation and disclosure projects: e.g., defined benefit plans, net periodic pension and postretirement benefit cost, FV measurement, govt. assistance, restricted cash, disclosure framework Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 25

FASB update (cont.) Nonfinancial Assets Derecognition and Partial Sales Proposed ASU Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets issued June 6 Comments due August 5, 2016 Affects those: Who enter into contracts to transfer a nonfinancial asset, a group of nonfinancial assets or an ownership interest in a consolidated subsidiary that is not a business or nonprofit activity With transactions historically accounted for under the real-estate-specific derecognition guidance Who contribute nonfinancial assets that are not a business or nonprofit activity to a joint venture or another noncontrolled investee Clarifies scope of nonfinancial asset guidance in ASC 610-20, Gains and Losses From the Derecognition of Nonfinancial Assets Defines in-substance nonfinancial asset Excludes business or nonprofit activity- follow derecogniton/deconsolidation guidance in ASC 810-10 Provides guidance on accounting for partial sales of nonfinancial assets Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 26

FASB update (cont.) Consideration of Interests Held Through Related Parties That Are Under Common Control Proposed ASU issued June 23 Comments due July 25 Pertains to an entity s evaluation of whether it is a primary beneficiary of a variable interest entity (VIE) and should consolidate the VIE Addresses concerns that ASU 2015-02 s requirements about how an entity should consider such interests could cause a single decision maker to consolidate a VIE even if it has little to no direct economic interests in the VIE Under the proposal, a single decision maker would no longer be required to consider indirect interests in a VIE held through related parties under common control to be the equivalent of direct interests in their entirety when performing the primary beneficiary test Instead, it would consider such interests on a proportionate basis similar to indirect interests held through other related parties Entities that had previously adopted ASU 2015-02 could adopt the amendments on a retrospective or modified retrospective basis. Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 27

Simplifying the accounting for goodwill impairment History and overview Evolution of accounting for goodwill Long ago, in a galaxy far, far away... Amortize goodwill - No longer amortize goodwill Amortize goodwill again? Phase 2 ASC 350 - Two-step impairment test - Annual basis - Would remove step 2 - Single test for all reporting units Proposed ASU (Phase 1) ASU 2011-08 Added qualitative assessment (a.k.a. step zero ) before needing to undergo two-step test Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 28

Simplifying the accounting for Goodwill Impairment Overview of proposed ASU Eliminates step two from the Goodwill Impairment model No longer required to determine and assign the fair of a reporting unit to its assets and liabilities (i.e., in a manner consistent with how goodwill is initially recorded in a business combination) Impairment will be measured as the excess of a reporting unit s carrying value over its fair value Impairment is limited to the reporting unit s recorded amount of goodwill Less precise than current step 2 method Could result in a goodwill impairment that is not attributable to a decline in the fair value of a reporting unit s goodwill Applies to all reporting units, including those with zero or negative value Goodwill allocated to reporting units with a zero or negative carrying value will not be impaired even when conditions indicate a possible impairment New requirement to disclose reporting units with zero or negative carrying value and the amount of goodwill allocated to them. Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 29

Simplification - Goodwill Impairment Overview of proposed ASU Transition New guidance to be applied prospectively Adoption date and whether to permit early adoption will be decided in future deliberations after considering constituent feedback Nonpublic entities that apply the PCC goodwill accounting alternative will need to assess preferability under ASC 250 to apply the new guidance More closely aligned with IFRSs one-step impairment model Comments due July 11, 2016 Post implementation review of FASB 141R indicated that Step Two is complex and costly because it is only measured as a residual and cannot be measured directly. Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 30

Non-employee share based payments Tentative board decisions Key decisions Expands the scope of ASC 718 to include all share-based payment transactions for acquiring goods and services from nonemployees Aligns post-vesting classification (equity or liability) for employee and nonemployee share-based payment awards Includes an anti-abuse provision that stipulates a share-based payment to a nonemployee is not within the scope of the new guidance in Topic 718 if the payment is not for goods or services that are normally purchased by the grantor for use or consumption in the ordinary course of its business Aligns the measurement principles to existing ASC 718 guidance Retains existing guidance on how to attribute the cost of nonemployee awards Aligns the disclosures to those in ASC 718 Transition Modified retrospective approach with cumulative-effect adjustment to retained earnings Use of calculated value by nonpublic entities to value nonemployee awards is prospective Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 31

Disclosure review: Income taxes Tentative board decisions Eliminates requirement to disclose reasonably possible changes to uncertain tax benefits ( UTB ) in next 12 months Replaces defined term public entity with public business entity ( PBE ) New disclosures Undistributed earnings: reasons for changes in indefinite reinvestment assertion, cash and investments held at foreign subsidiaries UTBs: cash versus noncash settlements and balance sheet mapping Carryforwards additional details Disaggregation between foreign and domestic amounts, enacted law changes likely to have future effects, description of significant changes in effective tax rate and terms of agreements with governmental entities that reduce income taxes PBEs: nature of valuation allowance changes, reconciling items exceeding 5% in effective tax rate reconciliation Transition: Prospective Next steps: Staff drafting a proposed ASU for vote. The proposed ASU will have a comment period of 60 days or ending on September 30, 2016, whichever is longer Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 32

Income taxes: Intra-entity asset transfers Final board decisions Key provisions Current guidance: prohibits an entity from recognizing current and deferred income tax consequences of an intra-entity asset transfer until the entity sells the asset to an outside party New guidance: eliminates prohibition on recognition of income taxes paid for intraentity transactions and the related deferred tax asset on differences between the tax basis of the assets in a buyer s tax jurisdiction and their cost as reported in the consolidated financial statements, except for transfers of inventory Transition guidance Modified retrospective with a cumulative catch-up adjustment to opening retained earnings in period of adoption Effective date Public entities: annual periods, including interim periods within those annual periods, beginning after December 15, 2017 (one year later for non-public entities) Early adoption permitted as of the beginning of the entity s annual period that begins after the issuance date of the final ASU Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 33

SEC Update Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 34

SEC update Non-GAAP measures Considerations Not misleading Not more prominent than GAAP measure Appropriately defined, described, labeled and reconciled Substantive disclosure about why useful and purpose Disclosure controls and procedures Audit committee oversight Copyright 2016 Deloitte Development LLC. All rights reserved. 35 Quarterly accounting roundup:

SEC update Non-GAAP measures New and updated Compliance & Disclosure Interpretations issued May 17, 2016 Interpretations of misleading Nature of adjustments Consistency Interpretations of more prominent than GAAP measure Liquidity vs. performance measure Income tax effects next quarter will be a great opportunity for companies to self-correct -Mark Kronforst, Chief Accountant, Division of Corporation Finance Copyright 2016 Deloitte Development LLC. All rights reserved. 36 Quarterly accounting roundup:

SEC update Concept release on Regulation S-K Where did it come from? Part of broader disclosure effectiveness initiative What does it ask? Are disclosures provided under current rules useful to investors? What other disclosures would be useful to investors? What are the costs and challenges of providing disclosures? When are comments due? July 21, 2016 Good disclosure benefits everyone investors, companies, and the markets generally. And everyone has a strong interest in it. -Chair Mary Jo White Copyright 2016 Deloitte Development LLC. All rights reserved. 37 Quarterly accounting roundup:

SEC update Concept release on Regulation S-K Topic Questions Disclosure framework 23 Information for investment and voting decisions 262 1. Core company business information 43 2. Company performance, financial information and future prospects 78 3. Risk and risk management 38 4. Securities of the registrant 22 5. Industry guides 11 6. Disclosure of information relating to public policy and sustainability matters 8 7. Exhibits 40 8. Scaled requirements 22 Presentation and delivery of important information 55 Copyright 2016 Deloitte Development LLC. All rights reserved. 38 Quarterly accounting roundup:

PCAOB Update Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 39

PCAOB update Recent rulemaking activity Disclosure of Engagement Partner and Other Audit Participants on New Form AP For each audit report issued by a registered public accounting firm for an issuer, the firm will be required to file with the PCAOB a report that discloses:b The name of the engagement partner Information on other accounting firms participating in the audit Transition: Effective for auditor s reports issued on or after: January 31, 2017 - disclosure of the engagement partner name June 30, 2017 - other required disclosures Proposal on Audits Involving Other Auditors Applies to audits that involve accounting firms and individuals outside the accounting firm that issues the audit report Increases the lead auditor s involvement in and evaluation of the work of other auditors Comments due July 29, 2016 Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 40

PCAOB update Recent rulemaking activity (cont.) Reproposal Changes to the auditors reporting model Comments due on August 15, 2016 Critical Auditing Matters (CAMs): Includes any matter that was required to be communicated to the audit committee that relates to: Material accounts or disclosures Challenging, subjective and complex auditor judgment Audit report to identify and describe, in a separate section, each CAM, including a reference to the relevant financial statements accounts and disclosures Auditor independence Include a statement in the report that the audit firm is registered with the PCAOB and required to be independent Auditor tenure Disclose in the report the number of years serving as a company s auditor Other disclosures Phrase whether due to error or fraud required in the statement describing the auditor s responsibility to obtain reasonable assurance about whether the financial statements are free of material misstatement Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 41

Contact information Karen Wiltsie Partner Deloitte & Touche LLP kwiltsie@deloitte.com Connect with me on LinkedIn Mark Bolton Managing Director Deloitte & Touche LLP mbolton@deloitte.com Connect with me on LinkedIn Rob Morris Partner Deloitte & Touche LLP romorris@deloitte.com Connect with me on LinkedIn Doug Rand Senior Manager Deloitte & Touche LLP dorand@deloitte.com Connect with me on LinkedIn Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 42

Acronyms used in presentation AFS Available for Sale AICPA American Institute of Certified Public Accountants APIC Additional Paid-In Capital ASC Accounting Standards Codification ASU Accounting Standards Update CECL Current Expected Credit Losses EITF Emerging Issues Task Force EPS Earnings Per Share FASB Financial Accounting Standards Board FV Fair Value HTM Held to Maturity IASB International Accounting Standards Board ICFR Internal Control over Financial Reporting NI Net Income PCAOB Public Company Accounting Oversight Board SAB Staff Accounting Bulletins TRG - Transition Resource Group UTB Unrecognized Tax Benefit Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 43

This presentation contains general information only and Deloitte is not, by means of this presentation, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This presentation is not a substitute for such professional advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified professional advisor. Deloitte shall not be responsible for any loss sustained by any person who relies on this presentation. Copyright 2016 Deloitte Development LLC. All rights reserved. Quarterly accounting roundup: 44

About Deloitte Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ( DTTL ), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. DTTL (also referred to as Deloitte Global ) does not provide services to clients. Please see www.deloitte.com/about for a detailed description of DTTL and its member firms. Please see www.deloitte.com/us/about for a detailed description of the legal structure of Deloitte LLP and its subsidiaries. Certain services may not be available to attest clients under the rules and regulations of public accounting. Copyright 2016 Deloitte Development LLC. All rights reserved. 36 USC 220506 Quarterly accounting roundup: