People, Process, Politics, Economics and Other Trends Affecting Accountants & InvestorsR. Harold SchroederFASB Member

September 20, 2013

The views expressed in this presentation are those of the presenter. Official positions of the FASB and the IASB are reached only after extensive due process and deliberations.

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Overview of Topics…

Trends Affecting Outcome Internal . . . People & Process External . . . Politics & Economics External . . . Convergence

Outlook for Accountants & Investors What’s the FASB doing? What’s the FASB hearing?

Projects of Note Politics . . . Leases Economics . . . Impairment

“…we must recognize that with the first decision the new board is going to gore somebody’s ox and that will be the time for us to pull together—not to splinter apart.”

GE Chairman Reginald Jones, in 1973 urging business community to stand behind the newly created FASB

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Improve Usefulness of Financial Reporting aka “decision useful”

Keep Standards Current Business & economic environment

Consider Where Standards are Deficient

Improve Common Understanding of Financial Statements

Overview of FASB…Mission

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Conduct Independent Standard-Setting Process Due Process Outreach with stakeholders Assess feedback and redeliberate

Ensure New Standards Improve US GAAP Better reflect economics Reduce complexity Assess Costs / Benefits

Advance Global Comparability of Standards aka “Convergence”

Overview of FASB…Trustee Guidelines

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Overview of FASB…Structure

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Overview of FASB…Stakeholders

Public vs PrivateLarge vs SmallComplex vs SimpleFinancial vs Non-financialDomestic vs Multi-national

Portfolio Manager vs Analyst Generalist vs Specialist Domestic vs Multi-nationalR

ole

Str

ateg

y

Growth vs Value Macro vs Fundamental Long vs Short Equity vs Debt Buy & Hold vs Trading

Ana

lysi

s Cost vs Fair value More- vs Less-aggregation Rollfoward vs Narrative Quarters vs Years

Users

Preparers

Principles vs Rules-based Materiality vs Expedient

Auditors

Users

Preparers

Auditors

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Overview of FASB…Outreach

InternalFactors Affecting Outcome: People & Process

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People…Board MembersArmstrong Kirk Beresford Jenkins Herz Seidman Golden

Num

ber

1973

1974

1975

1976

1977

1978

1979

1980

1981

1982

1983

1984

1985

1986

1987

1988

1989

1990

1991

1992

1993

1994

1995

1996

1997

1998

1999

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2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

Num

ber

44 4443 4342 4241 4140 4039 3938 3837 3736 3635 3534 3433 3332 3231 3130 3029 2928 2827 2726 2625 2524 2423 2322 2221 2120 2019 1918 1817 1716 1615 1514 1413 1312 1211 1110 10

9 98 87 76 65 54 43 32 21 1

Happy

40th!!

People…Perspectives

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4 sellside analysts; 2 investors

Mostly National

Office technical partners

Mostly CFOs, Controllers; current from

private company

4, includes 2 SEC chief

accountants

People . . . Environment

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High oil & inflation,

Federal bailouts of corporations

& NYC

Banking Crises of the 1980s and early 1990s

Tech boom & bust

Accounting frauds

Banking Crisis

2007-2009

Slow recovery

Bigger Federal government Period of Deregulation

Return to bigger Federal

government

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People…Past Experiences (Current Board)Armstrong Kirk Beresford Jenkins Herz Seidman Golden

Num

ber

1973

1974

1975

1976

1977

1978

1979

1980

1981

1982

1983

1984

1985

1986

1987

1988

1989

1990

1991

1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

Golden 41

Audit Staff National

M&A Services / Tech Cos. National FASB Staff / EITF Chair

Kroeker 44

Audit Staff National National SEC Office of the Chief Accountant

Siegel 40

Audit Staff Litigation SupportSellside Forensic Accounting

Analyst

Buck 42

Audit Staff Private Co. CFO / Retail--Grocery

Schroeder 43

Audit Staff / Mostly Private Cos.

National--Financial Services

Audit--Line Partner / Financials

Private Co. CFO

Sellside Equity Analyst--Banks Hedge Fund Portfolio Manager--Financials

Linsmeier 38

Accounting Professor with extensive research

Smith 39

Audit Staff / Mostly Public Cos. NationalAudit--Line Partner /

Mostly Public Cos. FASB Staff / EITF Chair

FASB Fellow

SEC

People…Structured Turnover

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Example…Leases Added to Agenda on 7/19/2006 Hundreds of decisions Over 8 years By 13 different Board members

including 3 Chairmen

Armstrong Kirk Beresford Jenkins Herz Seidman Golden

Num

ber

1973

1974

1975

1976

1977

1978

1979

1980

1981

1982

1983

1984

1985

1986

1987

1988

1989

1990

1991

1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

Num

ber

44 4443 4342 4241 4140 4039 3938 3837 3736 3635 3534 3433 3332 3231 3130 3029 2928 2827 2726 2625 2524 2423 2322 2221 2120 2019 1918 1817 1716 1615 1514 1413 1312 1211 1110 10

9 98 87 76 65 54 43 32 21 1

ExternalFactors Affecting Outcome: Politics & Economics

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Accounting Wars…CongressMetcalf Committee (1977-1978) Issues report, “The Accounting Establishment”

- First serious challenge to FASB independence

- Recommends Federal takeover of accounting standards Leads to SEC overruling FASB

- FASB 19, Financial Reporting and Accounting for Oil and Gas Companies

Stock Compensation (1993-2004) “Exhibit A”

Fair Value Accounting (2009) Congress holds hearings

- Suggests FV exacerbated financial crisis

Change in Economic

Environment

Change in Economic

Environment

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1993, FASB Proposes Expensing of Stock Options- Not well received…

• Silicon Valley organizes “Rally in the Valley” to protesto During “Tech Bubble,” internet startups pay employees in stock options

• Senate host hearing

1994, U.S. Senate Votes 88-9 for Non-Binding Resolution - Urges FASB drop project

1995, FASB Issues Statement 123 - By 5-2 vote, requires disclosure of compensation

• Result: expensing is optional• Dissenters…

o “high level of controversy and a perceived threat [to FASB]…inappropriate reasons for not requiring recognition”

Exhibit A…Stock-Based Compensation

Change in Business

Environment

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2002-2003, Environment Begins to Change- Companies begin expensing cost of stock options

• “massive shift from paying wages…to granting stock options”*• Expensing becomes “standard of excellence”

- Then-Fed Chairman Greenspan supports expensing• To do otherwise, assumes…“real resources that contributed to the

creation of the value of the output were free”*

Standard setters react…- IASB issues ED that proposes expensing

- FASB unanimously votes to reconsider issue• Results in 2004 proposal to require expensing

Exhibit A…Stock-Based Compensation

*Source: Greenspan, Alan. The Age of Turbulence: Adventures in a New World. 2007

Change in Business

Environment

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2004, Strong Response to Proposal- 14,000-plus comment letters are received by FASB

• Most are form letters

- House passes Stock Option Accounting Reform Act• WEB writes op-ed ridiculing bill

o 1897 Indiana House of Rep votes 67-0o pi would no longer be 3.14159, but 3.2 instead

• It’s an election year…bill passes 312-111

- Bill fails to get out of Senate Banking Committee• Chairman Richard Shelby states in op-ed…

o “The success of the FASB depends on its ability to remain insulated from the political process”

Exhibit A…Stock-Based Compensation

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Finally...Issuance of FASB Statement 123 (revised 2004)- Requires expensing of all stock-based compensation

- SEC supplements with SAB No. 107• In part, supported by Office of Economic Analysis

Decade-long Process Highlights Conflict Between… - FASB’s mission to set standards that produce greater

transparency for investors

versus

- Those who believe financial reporting standards should achieve a particular economic effect

Exhibit A…Stock-Based Compensation

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Accounting Wars…Industry

Troubled debt restructurings (1977) 1975 NYC near “bankruptcy,”* banks restructure debts

- Payments are postponed, rates lowered

- But banks don’t recognize losses FASB pressured by Federal Reserve and Banks Result: softened standard heavily criticized for ignoring economic reality

Marketable Securities (1992-1993) ABA pushes FASB into retreat

- Backstory: Break changes votes, but not outcome Result: “available for sale” created; changes in fair value flow only

through equity, not earnings

* Formal petition attesting to municipal default was signed by Mayor Abraham D. Beame on October 17, 1975, but never invoked after all parties agree to restructure debts.

Accounting Wars…Vote, Size, Mix

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TimePeriod

Vote to Pass Source of Changes

1973 - 1976 5-2 supermajority Original requirement

1977 - 1989 4-3 majority Accounting profession argues that supermajority vote was slowing process; meetings opened to public

1990 - 2002 5-2 supermajority Industry persuades FAF to raise voting requirement back to supermajority

2003 - 2007 4-3 majority Early step toward convergence efforts, post 2002 Norwalk Agreement

2008 - 2010 3-2 majority Board reduced to facilitate convergance, quick response to issues

2011 - present 4-3 majority Board expanded to provide greater investor and private company representation

Bank Loan Loss Reserves (1998-1999)

SEC expresses concerns about earnings management - Chairman’s speech, “The Numbers Game” (September 1998)

• Includes concerns about using “cookie jar” reserves

- Delays approving bank merger• In 11th hour deal, acquirer reduces reserves

Congress holds hearings- Supports SEC over bank regulators

- FASB staff issues supportive document

Result: lower reserves for bad loans- Arguably sets stage for 2007-2009 banking crisis

War on “Earnings Management”…

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War on Earnings Management…

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H.R. 1062, SEC Regulatory Accountability Act (Garrett) 5/17/13: Passed House by a vote of 235-161 Requires SEC to conduct cost-benefit analysis of its rules

H.R. 1750, The Community Lending Enhancement and Regulatory

Relief Act of 2013 (Luetkemeyer) Requires SEC or FASB to conduct cost-benefit analyses of new or amended

accounting standards Benefits must “significantly” outweigh costs

H.R. 1628 / S. 779, The Public Employee Pension Transparency Act (Nunes/Burr) Requires state and local pension plans to report assets and liabilities according to

conservative estimates of fair market value and discount rates

S. 450, Financial Regulatory Responsibility Act of 2013 (Shelby) Requires SEC to undertake cost-benefit analysis before issuing a proposed rule Does not include FASB or GASB

Recent Examples…Pending Legislation

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Pre-Agenda Process- Make assessment earlier

- Ensure cost-beneficial alternatives exist

Benefits Should Justify Costs- Need not be greater than costs

Better Communications about Assessment- What was learned during outreach efforts

Cost-Benefit Analysis- Not an analysis of economic consequences

- Provide neutral information to portray the economics

Greater Emphasis on…

Process Changes…“Cost-Benefit” Analysis

ExternalFactors Affecting Outcome: Convergence

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Convergence…Varying EconomiesFrom

Varying Languag

es

From Varying Laws

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Main Ideas about Capitalism

Policy Tools

Monetarism

“Laissez-faire”; Minimal state inventervention and regulation of the economy

Preferably few; only used when necessary to help market function well

Keynesian

State primes (injects money / liquidity) into economy to restore confidence and stablize

Promote “fair trade” policies including some protectionist measures

Developmental State Model

State plays a proactive role in guiding economy and protecting major industries

Protectionist industrial and trade policies often necessary to make markets work

Social

Democracy

State cooperates with businesses to promote economic growth and distribution

State uses monitary policy to redistribute income

Convergence…Varying Economies

Source: Adapted from Introduction to International Political Economy, Edition No. 5, David N. Balaam and Bradford Dillman

Convergence…Varying Economies

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Hold to collect cash flows AND sell assets

Hold to collect cash flows

ONLY?

Are cash flows solely Principal and Interest?

Amortized Cost Trade receivables Loans held for investment Some debt securities Senior securitization tranches

FV-OCI* Debt securities Potentially some loans

FV-NI* Equity securities Certain debt securities Loans held for sale Convertible debt investments Residual securitization

interest Certain hybrid assets Derivatives

Form of instrument not considered(e.g. loan vs. securities)

Ho

ld t

o c

oll

ec

t

Ho

ld t

o c

oll

ec

t&

se

ll

Oth

er

bu

sin

es

s

mo

de

ls

Step 1

Step 2

Yes

Yes

No

Yes No

No

*Distinction between these two categories is generally not important for non-healthcare NFPs

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Convergence…Varying EconomiesProposed definition of “interest”

“Interest is consideration for . . . the time value of money and for the credit risk associated with the principle outstanding during a particular time period which may include a premium for liquidity.”

What does “time value of money” mean? Not currently defined Should it reflect . . .

any market in which entity operates?

“free market”? Example: “student loans”?

What about other components of interest? Administrative and other costs Profit margin

How much is too much? Example: Payday loans? Versus credit cards and

other lines of credit?

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Fee

db

ack

Exp

osu

re D

raft

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Convergence…Different Processes

IASB

EFRAG

Accounting Regulatory Committee

EuropeanCommission

(27 member states)

Interest Groups

Council of the

EU

EuropeanParliament

Supervisory Board

Standards Advice Review Group

Endorsement Process in the E.U.

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Convergence…Different Views

Survey: Is EU

membership good?

Results by country.

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Convergence…Different Approaches

“Single Set”

“Endorsement”

“Comparable”

“Advance Comparability”

Improvement Convergence

Principles Only

Principles Plus . . .

PCC vs OCBOA

Public vs Private

MoreLess

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Convergence…Varying DegreesSingle

SetDifferent Models

Now

AFI - Impairment

2009IASB

IASB 2011Joint2010

FASBFASB

AFI - Classification &

Measurement

2009IASB 2010

FASB

2011IASB 2011

FASB

IASBFASB

Leases IASBFASB

Revenue Recognition

IASBFASB

1997IASB 2008

FASB

Insurance Contracts

IASBFASB

“Advance Comparability” MoreLess

Convergence…Clear Path

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“One challenge is to ensure other jurisdictions move forward swiftly with reforms as strong as our own.  We will coordinate our efforts with our foreign partners who are pushing forward with similar reforms abroad.  It is important to have clear and consistent rules both in the United States and beyond our borders.  Our financial system is global in nature, and globally active firms face many rules and regulators. 

But make no mistake: we will not let the pursuit of international consistency force us to lower our standards.  The United States has demonstrated important global leadership in putting in place tough new reforms.  And the clarity and reliability of our laws do not just provide a bulwark against danger, they serve as an impetus for a race to the top rather than a race to the bottom.”

– excerpt, Remarks of Treasury Secretary Jacob J. Lew, July 17, 2013

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Convergence…Unclear PathConsideration of incorporating IFRS into the financial reporting system for U.S. issuers

Final SEC Staff Report issued in July 2012…

No recommendation on how U.S. should proceed

Describes positive aspects of IFRS

Identifies continuing concerns

Costs of transition Inconsistent application Permanent funding mechanism

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Convergence…Our Path Forward

FASB’s mission is to ensure capital providers benefit from… High-quality standards That can be consistently applied, interpreted and enforced to provide best

financial reporting

FASB will continue to work with national, regional and international standard setters Primarily through ASAF and IFASS Develop more comparable global accounting standards

FASB will focus on continuing to improve U.S. GAAP

Outlook for Accountants & Investors

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Nearing completion of “convergence projects”

Top priorities through next year… Final standards on… - Revenue Recognition

- Accounting for Financial Instruments• Classification & Measurement (early 2014)• Impairment (early 2014)

Final standards also possible for…- Leasing (ED issued)

- Insurance (ED issued)

What’s the FASB… Doing (near term) ?

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“Completion” may be too strong a word Issuing final standards is just the beginning- Expect considerable time addressing

• Implementation issues• Education issues

For each significant project… Create transition resource group

Each group focused on… - Education

- Amendments

- Interpretation

What’s the FASB . . . Doing (near term) ?

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Expect Resource Groups to… Spend most time on Education

Include a mix of…- Preparers

- Auditors

- Users

Meet in public with full Board

Publish minutes

What’s the FASB…Doing (near term) ?

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Us

ers

(by

pro

ject

) • RevRec• Specialists• Generalists

• Impairment• Better

information• Simpler

• C&M• Business

models make sense

• “Own credit” through OCI

• Leases• Balance sheet

more informative

Pre

pa

rers

(th

em

es

) • Systems• Long lead times• Booked IT

schedules• Data Collection• Not always

available• Not always

“clean”• Global

gathering• “SOX-ifying”• Making it

auditable• Judgments

Au

dit

ors

(th

em

es

) • “SOX-ifying”• Judgments• PCAOB

What’s the FASB…Hearing?No surprise, varies by constituent…

Transition Small changes in assumptions- Drive big differences

Examples- Insurance…computing “margin”

- Impairment…“soft adoption”

Investor confusion Just-in-time modeling

Minimal to no time spent thinking about changes- Until “sellside” posts estimates

What’s the FASB…Hearing?

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Other issues to think about…

Participate in IASB’s new ASAF…

First meeting was April 2013

Focus on - Conceptual Framework

- Impairment

FASB decides case-by-case how to contribute- Importance to US GAAP

- How to conduct “due process”

FASAC agenda survey

Results

What’s the FASB…Doing (longer term) ?

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Once convergence projects are complete…

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Projects on backburner… financial statement presentation financial instruments with characteristics of equity

Issues highlighted in news stories and commentaries… pension accounting

Potential convergence items… whether the FASB should incorporate specific areas of

IFRS into US GAAP

Issues with existing US GAAP… based on results of FAF’s Post-Implementation Review

(PIR) process

What’s the FASB…Doing (longer term) ?FASAC Survey will help assess…

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Views of Stakeholders…Top Priorities*

Users Academics IndustryIndustry

OrganizationsA&A

Profession Other

Disclosure Framework

Hedging Conceptual Framework

Characteristics of Equity Financial Statement

Presentation

OtherLiquidity /

Interest Rate

Disclosures

OCI Intangible Assets

NFP Reporting and Income

TaxesPensions

* Recommended priorities of FASB for next three to five years.

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Views of Stakeholders…Top Priorities

Costly to provide information

Other

Good convergence opportunity

Missing information

Current information does not provide decision-useful information

Better information needed

Simplification needed

0 2 4 6 8 10 12 14Users Preparers Others

Reasons for ranking . . .

Projects of Note: Leases

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Why a Leases project?

“Reaching a solution has proved difficult . . . Identifying what exactly is a lease, defining the lease term, and measuring payments have been problematic. Add political sensitivity due to the size of the lease market and you have a potent mix.”

Fitch Ratings, August 5, 2013

Hidden Leverage

$1.25 trillion

of off-balance- sheet operating lease

commitments for SEC registrants*

* Estimate according to the 2005 SEC report on off-balance-sheet activities

How Proposals Improve Financial Reporting

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How the proposals address those

issuesExisting

accounting issues

Most assets and liabilities are off-

balance-sheet

Insufficient information

provided about operating leases

Recognition of lease assets and liabilities

for all leases of more than 12

months

Enhanced disclosures

Greater transparency

about leverage, assets used in

operations and cash flows

How the proposals improve financial

reporting

How Proposals Improve Financial Reporting

Assumption: $200 million annual lease payment

Lease Term2 year 5 year 10 year 20 year 30 year

$0

$1,500

$3,000

$4,500 Lease liability at varying terms and interest rates

4%

6%

10%

7x

$ in

mil

lion

s

Right-of-use asset and lease liability reflect contractual commitments

Fixed non-cancellable lease payments

- Options?

- Variable lease payments?

Interest rate implicit in contract

- Incremental borrowing rate

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Leases…Politics & Economics

An illustrative PR headline reads…

“Proposed Lease Accounting Standards to Cost 190,000 Jobs and

Companies $10.2 Billion Annually

Study Shows Negative Impact on Job Creation, Health of U.S. Real Estate Sector, and Liabilities of U.S. Publicly Traded Companies”

Source: US Chamber of Commerce press release, 2/16/12

Leases…Politics & Economics

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PR goes on to say…

“The report analyzes the current proposal and under a best case scenario estimated its economic impacts as: Increasing liabilities for U.S. public companies by $1.5 trillion; Increasing costs to U.S. public companies by $10.2 billion annually; Potentially leading to job losses of over 190,000; Reducing U.S. household earnings by $7.8 billion annually; and Lowering U.S. GDP by $27.5 billion annually.

The coalition is calling on the Boards to conduct a comprehensive examination of the costs and benefits.”

Source: US Chamber of Commerce press release, 2/16/12

Leases…Politics & Economics

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And a response…

“On February 16, 2012, the U.S. Chamber of Commerce (COC) issued a report that purportedly examined the economic impact of capitalizing leases as outlined in a recent FASB exposure draft.  . . . The study claims dire consequences for the U.S. if the FASB continues on its course, including the loss of millions of jobs and the destruction of between $27.5 and $478.6 billion in U.S. Gross Domestic Product (GDP).  If this were true, the Congress and the White House should declare the FASB a national villain, strip it of its funding, dissolve its charter, and tar-and-feather the board members and their advisers.  Shame on the FASB!

Source: Anthony H. Catanach, Jr. & J. Edward Ketz, 2/27/12

http://blogs.smeal.psu.edu/grumpyoldaccountants/archives/538

Leases…Politics & Economics

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Response then says…

“These doomsday predictions border not only on the ridiculous, but also the whimsical.  The study is flawed and would be easily rejected by all mainstream accounting and finance journals.  Research rigor is absent.  The real shame rests with the economists who carried out this awful ‘research.’”

And concludes with…

“The U.S. Chamber of Commerce might be in favor of accounting distortions, but we are not.  Let’s present in our financial reports improved information which reflects economic reality.  Shame on the Chamber of Commerce for publishing this worthless research just to achieve its political goals!

Source: Anthony H. Catanach, Jr. & J. Edward Ketz, 2/27/12

http://blogs.smeal.psu.edu/grumpyoldaccountants/archives/538

Impairment (aka “Loan Losses”)

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Financial Crisis Advisory Group (FCAG) Formed in 2008 by FASB and IASB 15-20 senior leaders with broad experience with international

financial markets

Primary function to advise on standard-setting implications of… Global financial crisis Potential changes to global regulatory environment

FCAG recommended… Exploring alternative to “incurred loss” accounting model Utilizing forward-looking information in alternative model

Background…2008 Financial Crisis

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Impairment…Rules vs RealityEconomic Debate . . .

When is a loan loss “incurred”? At origination? When there’s

deterioration?

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Impairment…Rules vs RealityWhen do investors believe loan loss is “incurred”?

Tracking “price” and “book value” “Book Value”

may conform to accounting rules

But what if…rules don’t conform to economic reality as reflected in “price”

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Impairment…Rules vs Reality

Note: Graph is only illustrative; assumes closed pool of commercial loans with most losses emerging in periods 2 and 3, with rise in total expected loss in period 3.

Cumulative Credit Lossesas % of Loan Balance

Three examples . . . Current US GAAP (as

applied) FASB proposal IASB proposal

Accounting outcome affected by how Boards view economics of lending Origination Deterioration

Conceptual Framework:Disclosures

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Broad Support for Objective Improve effectiveness of notes by more clearly communicating

information important to users; Sharper focus should reduce volume

But, Stakeholder Concerns About . . . Forward-looking information (boundary) Similar information in SEC requirements (boundary) How standard setters make standards flexible How preparers implement flexibility (materiality and/or relevance

guidance) Accounting policy note

Framework…Disclosures

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Previts, Gary John and Barbara Dubis Merino. A History of Accountancy in the United States: The Cultural Significance of Accounting. Columbus, Ohio: Ohio State University Press, 1998.

Herz, Robert H. CPA, FCA, CGMA. Accounting Changes: Chronicles of Convergence, Crisis, and Complexity in Financial Reporting. Durham, NC: AICPA, 2013

U.S.  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.  Washington, D.C.:  Securities and Exchange Commission, 2012.

Suggested Reading…

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Miller, Paul B. W., Rodney J. Redding, and Paul R. Bahnson.  The FASB:  The People, the Process, and the Politics.  4th ed.  Boston:  Irwin McGraw-Hill, 1998.

Storey, Reed K., and Sylvia Storey.  The Framework of Financial Accounting Concepts and Standards.  Norwalk, Conn.:  Financial Accounting Standards Board, 1998.

Street, Donna.  Inside G4+1:  The Working Group’s Role in the Evolution of the International Accounting Standard Setting Process.  London:  Institute of Chartered Accountants in England and Wales, 2005. 

Suggested Reading…

Questions & Answers

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