programme - pwc · stay smart – financial reporting updates june 2015 10 derecognition of...
TRANSCRIPT
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14.00 Snack
14.15 Introduction
14.20 Financial Instruments hot topics
15.10 IASB update
16.00 Break
16.30 Equity accounting
17.20 Statutory session
18.15 Aperitif
Financial Reporting Updates Spring 2015 June 2015 2
Programme
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PwC Events and Community Switzerland
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• Go to www.pwc.ch/event-app or search for “PwC Events CH” in the App Store or on Google Play.
• Blackberry or Windows phone users can click on the HTML5 logo at www.pwc.ch/event-app.
• You can find all of the necessary information on the back of your lanyard.
Stay Smart - Financial Reporting Updates
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June 2015 4
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• You can ask questions directly using the app.
• Click the icon in the top right corner of the activity feed (or the bottom right corner for Android users)
Stay Smart - Financial Reporting Updates
Download the app
June 2015 5
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100 offers for a weekly magazine subscription were taken up as follows:
a) Digital only US$ 59 – 16%
b) Print only US$ 125 – 0%
c) Digital and print US$ 125 – 84%
What happens if the print only offer is removed?
1) No change as no one chose this option
2) 5% more chose c) over a)
3) 11% more chose a) over c)
4) 24% more chose a) over c)
5) 52% more chose a) over c)
Test poll – Behavioural Economics
PwC Events and Community Switzerland
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Stay Smart – Financial Reporting Updates June 2015 7
Agenda
Supplier financing
Effective interest rate
1
2
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Supplier Financing
1
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Supplier finance Derecognition of financial liabilities
Welcome to the Supplier Finance (or Reverse Factoring) section
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Stay Smart – Financial Reporting Updates June 2015 10
Derecognition of financial liabilities
Extinguishment
Exchange or modification with substantially different terms: • 10% quantitative test • Qualitative assessment
Payment of amount owed
Legally released from primary responsibility
‘Novation’ typically results in the borrower being legally released from its obligations under the existing liability, while an ‘assignment’ does not. However, legal interpretation may not be the same in all countries.
A financial liability is derecognised when it is ‘extinguished’.
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Derecognition of financial liabilities Supplier finance basic structure
GOODS
PAYABLE
1) Buyer confirms payables
Supplier
Buyer
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Bank
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Derecognition of financial liabilities Supplier finance basic structure
GOODS
PAYABLE
2) The receivables are transferred to the bank
Bank borrowings?
Trade payables?
Buyer
Supplier
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Derecognition of financial liabilities Supplier finance basic structure
GOODS
PAYABLE
3) Supplier receives cash
CASH Bank
Buyer
Supplier
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Fee
CASH
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Derecognition of financial liabilities Supplier finance basic structure
GOODS
4) Buyer pays cash back to bank
CASH
Fee Bank
Buyer
Supplier
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Derecognition of financial liabilities Supplier finance basic structure
Better relationship
Early payment discount
Cheaper short term financing
Improve working capital
Benefit from credit rating
Bank
Buyer
Supplier
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What are the accounting ISSUES?
Should the BUYER de-recognise its trade payables and recognise a borrowing instead?
What are the implications for presentation in the B/S?
What are the implications for presentation in the CFS?
DEPENDS ON FACTS AND CIRCUMSTANCES
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Derecognition of financial liabilities Has substance of liability changed to bank finance?
Extinguishment (e.g. novation)
• Derecognition of trade payables
• Recognition of bank borrowings
Examples of indicators of extinguishment*:
Who benefits? Buyer, by improving working capital.
Who negotiated? Buyer selects suppliers and negotiates terms.
Who pays fees?
• Buyer pays fees on amounts that suppliers factor. • Buyer receives early payment discount. • Buyer pays interest cost.
Guarantee from parent? Typically indicates bank borrowing (not trade payable).
Impact on timing cash flows? If payment patterns before and after supplier finance are significantly different, generally indicate bank financing.
* If no extinguishment based on above, the substantial modification test must be applied.
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Effective interest rate
2
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• EIR will not change under IFRS 9
• Creative ways to change interest in low-interest rate environments
• Changes in cash flows may impact EIR or profit or loss
• Negative interest rates are more common
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Effective interest rate (EIR)
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Effective interest rate The basics
End of year 1 End of year 2 End of year 3
Borrower
Lender
How does the effective interest rate work?
1,000 -100
900 1,000 5% 5% 5%
50 50 50
First, the cash flows . . .
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Effective interest rate The basics
End of year 1 End of year 2 End of year 3
Borrower
Lender
How does the effective interest rate work?
1,000 -100
900
1,000
5% 5% 5%
50 50 50
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Effective interest rate What is included in the EIR?
Are premiums and discounts included in the EIR?
Yes No
Premiums and discounts
No OR Yes
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Effective interest rate What is included in the EIR?
Are loan origination fees included in the EIR?
Yes No
Loan origination fees
No OR Yes
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Effective interest rate What is included in the EIR?
Are indirect overhead costs included in the EIR?
Yes No
Indirect overhead costs
No OR Yes
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Effective interest rate The basics
End of year 1 End of year 2 End of year 3
How does the effective interest rate work?
Day 0
Maturity
FV –transaction costs = 900 (1,000 -100) Effective interest rate is a method of
allocating the interest income or interest expense over the relevant period
900
910 920 930 940 950 960 970 980 990 1,000
Lender 5% 5% 5%
900
1,000
9% 9% 9%
The borrower’s view. . .
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Effective interest rate (1/2) The basics
End of year 1 End of year 2 End of year 3
How does the effective interest rate work?
Day 0
Maturity
FV –transaction costs = 900 (1,000 -100)
900
910 920 930 940 950 960 970 980 990 1,000
Lender 5% 5% 5% 900 1,000
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Effective interest rate (2/2) The basics
End of year 1 End of year 2 End of year 3
How does the effective interest rate work?
Day 0
FV –transaction costs = 900 (1,000 -100)
Effective interest rate is a method of allocating the interest income or interest
expense over the relevant period 900
931 1,000
Lender 900 1,000 9% 9% 9%
964
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So what are the double entries in year 1?
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Effective interest rate The basics
Dr Interest expense 50
Dr Borrowings 31
Cr Cash 81
Dr Interest expense 50
Cr Cash 50
Dr Interest expense 81
Cr Borrowings 31
Cr Cash 50
a)
b)
c)
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Effective interest rate Changes in estimated cash flows
• Actual cash flows rarely occur in line with expectations
• Variation in the amount of cash flows, timing or both
Changes in market rates
of interest (IAS 39.AG7)
Changes in estimates of payments/
receipts (IAS 39.AG8)
Examples: • Benchmark rates • Link to inflation • Closely related indices
(e.g. CMS)
Examples: • Prepayments • Extensions • EBITDA
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Effective interest rate (1/3) IAS 39. AG7 requirements
End of year 1 End of year 2 End of year 3
Borrower
Lender
• Re-estimating cash flows for floating rate instruments normally has no significant impact on carrying value
5% 5%
Discounting these cash flows at 5% will lead to a carrying value of 1,000
1,000 1,000
5%
50 50 50
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Effective interest rate (2/3) IAS 39. AG7 requirements
End of year 1 End of year 2 End of year 3
Borrower
Lender
• Re-estimating cash flows for floating rate instruments normally has no significant impact on carrying value
6% 6%
1,000 1,000
5%
The market rate of interest changes to 6%
50 60 60
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Effective interest rate (3/3) IAS 39. AG7 requirements
End of year 1 End of year 2 End of year 3
Borrower
Lender
• Re-estimating cash flows for floating rate instruments normally has no significant impact on carrying value
6% 6%
1,000 1,000
5%
CV = 1,000
50 60 60
Discounting the new cash flows at 6% will still lead to a carrying value of 1,000
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Effective interest rate (1/3) Example IAS 39.AG8 – Fixed rate instrument
End of year 1 End of year 2 End of year 3
Borrower
Lender
5% 5% 5%
1,000 1,000
At inception repayment expected at maturity
-100
900
50 50 50
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Effective interest rate (2/3) Example IAS 39.AG8 – Fixed rate instrument
End of year 1 End of year 2 End of year 3
Borrower
Lender
How does the effective interest rate work?
5% 5% 5%
1,000
At end of year 2 borrower repays 50% (500)
-100
900
500 50 50 500 25
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Effective interest rate (3/3) Example IAS 39.AG8 – Fixed rate instrument
End of year 1 End of year 2 End of year 3
Borrower
Lender
How does the effective interest rate work?
5% 5% 5%
1,000
At inception repayment expected at maturity
At end of year 2 borrower repays 50% (500)
Amortised cost immediately after repayment 464 [after early repayment of CU500]
New discounted cash flows 482 [expected payments in 1 year's time (repayment CU500 + coupon CU25 discounted at original EIR of 9%)]
Catch-up adjustment 18
-100
900
500 50 50 500 25
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Background
• 10-year loan.
• Issued at par.
• Right to repay at par at any time.
• At inception no expectations for early repayment.
• In year 5, borrower decides to repay 50% of the principal of the loan.
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Example – Scenario 1 Early repayment
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Assess whether IAS 39.AG7, IAS39.AG8, both or none apply.
a) IAS 39.AG7 applies
b) IAS 39.AG8 applies
c) IAS 39.AG7 or IAS 39.AG8 apply
d) Neither IAS 39.AG7 nor IAS 39.AG8 applies
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Example – Scenario 1 Early repayment
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Background
• Inflation linked bonds (variable component based on a consumer price index).
• Bonds pay fixed rate of interest of 2% plus change in CPI during the year.
• The CPI has changed from the initial expectations.
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Example – Scenario 2 Inflation linked bond
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Assess whether IAS 39.AG7, IAS39.AG8, both or none apply.
a) IAS 39.AG7 applies
b) IAS 39.AG8 applies
c) IAS 39.AG7 or IAS 39.AG8 apply
d) Neither IAS 39.AG7 nor IAS 39.AG8 applies
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Example – Scenario 2 Inflation linked bond
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Background
• Fixed rate debt investment originally purchased for CHF 100.
• Investment’s expected cash flows declined substantially (due to decline in the counterparty’s creditworthiness) to CHF 50 and impairment loss was recorded.
• At the next year-end the recoverability of cash flows has increased to CHF 60.
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Example – Scenario 3 Bond
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Assess whether IAS 39.AG7, IAS39.AG8, both or none apply.
a) IAS 39.AG7 applies
b) IAS 39.AG8 applies
c) IAS 39.AG7 or IAS 39.AG8 apply
d) Neither IAS 39.AG7 nor IAS 39.AG8 applies
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Example – Scenario 3 Bond
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Background
• 5-year bond.
• Coupon payments are based on a multiple of EBITDA at the end of each year.
• At year-end EBITDA is lower (CU1,200) than expected (CU1,500) at origination.
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Example – Scenario 4 Bond with coupon based on EBITDA
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Assess whether IAS 39.AG7, IAS39.AG8, both or none apply.
a) IAS 39.AG7 applies
b) IAS 39.AG8 applies
c) IAS 39.AG7 or IAS 39.AG8 apply
d) Neither IAS 39.AG7 nor IAS 39.AG8 applies
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Example – Scenario 4 Bond with coupon based on EBITDA
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Actual cash flows rarely occur in line with expectations.
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Recap Effective interest rate
Impact on P&L
Update EIR
Changes in market rate of interest (IAS 39.AG7) No Yes
Changes in estimates of payments/receipts (IAS 39.AG8)
Yes No
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Negative interest rates Effective interest rate
Can interest rates be
negative?
• Negative interest cannot be revenue, but some flexibility in presentation
• Disclose policies if material
How should negative
interest be presented?
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• Apply “appropriate expense classification”.
• Presentation as interest expense or as a separate line item within net interest margin (i.e., interest revenue, interest expense, negative interest expense on assets to come to a total of net interest margin) or as some other expense.
• After IFRS IC debate including negative interest in interest revenue if material is not appropriate.
• As the negative interest results from an interest-bearing financial instrument, classification of interest expense is appropriate.
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Negative interest rates Presentation of negative interest after IFRS IC decision
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On 30 June 2011 XYZ Co enters into
• a loan of a CHF 10m, variable-interest bond
paying LIBOR, with semi-annual payments and semi-annual variable rate reset dates,
and a 10-year term
and
• an interest rate swap, CHF 10m notional principal, 10-year term, and semi-annual variable rate reset
to pay 4.5% fixed
and receive LIBOR.
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Negative interest rates Cash-flow hedge using an interest rate swap
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Negative interest rates Cash-flow hedge using an interest rate swap
Debt Instrument CHF 10m at LIBOR
SWAP
Pay LIBOR Pay fixed at
4.5%
Receive LIBOR
XYZ Co
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Stay Smart – Financial Reporting Updates June 2015 49
Negative interest rates Cash-flow hedge using an interest rate swap
Issued bond Interest rate swap
Pay LIBOR Receive LIBOR 0%
Pay fix 4.5% 4.5%
Fixed cash flows – fixed interest payment 4.5%
31 December 2011:
Assume LIBOR is 4.5%
The hedge relationship is highly effective.
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Negative interest rates Cash-flow hedge using an interest rate swap
Issued bond Interest rate swap
Receive LIBOR Pay LIBOR 0%
Pay fix 4.5% 4.5%
Fixed cash flows – fixed interest payment 4.5%
31 December 2014 and after:
Assume LIBOR is negative –1%
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Stay Smart – Financial Reporting Updates June 2015 51
Negative interest rates Cash-flow hedge using an interest rate swap
Issued bond Interest rate swap
LIBOR is zero due to floor Pay LIBOR 1% 1.0%
Pay fixed 4.5% 4.5%
Fixed interest payment 5.5%
31 December 2014 and after:
Assume LIBOR is negative –1%
and the bank had a floor included in the loan contract
but no floor is included in the interest rate swap
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2011 2012 2013
Stay Smart – Financial Reporting Updates June 2015 52
Negative interest rates Cash-flow hedge using an interest rate swap
2014
What might be the impact on hedge effectiveness?
Floor included in the loan and the
bank is not paying negative interest
No floor included in the IRS, instead of
receiving LIBOR, negative interest payable
LIBOR
receive
pay
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Stay Smart – Financial Reporting Updates June 2015 53
Negative interest rates Cash-flow hedge using an interest rate swap
What might be the impact on hedge effectiveness?
Discontinue hedge accounting
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Supplier financing:
• Whether a trade payable might be derecognised depends on facts and circumstances.
• If payment patterns before and after supplier finance are significantly different, generally indicate bank financing.
Effective interest rate:
• Loan origination fees are included in the EIR.
• Changes in estimated cash flow for floating rate instruments do not normally affect P/L, however for fixed instruments there might be a catch-up adjustment through P/L.
• Negative interest should not be offset with interest revenue.
• Hedge relationships might become ineffective due to negative interests.
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Summary FI hot topics
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Any questions?
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#1 IASB update
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Session agenda
• New IFRSs for 2015
• IASB work plan
– Recently completed projects
– Major items on the IASB’s work plan
• SIX focus areas for 2015
IASB update
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Amendments applicable from 1 July 2014 (1 January 2015):
New guidance applicable in 2015
IAS 19 – Risk sharing Option: “cash accounting” or spread over employees’ working life
Annual improvements: 2010-12 and 2011-13 cycles
Noteworthy amendments: • IFRS 8 – Disclosure of judgement
made in aggregating segment • IAS 24 – Required disclosure of
amounts paid to entity providing key management remuneration
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A practical guide to new IFRSs for 2015
This publication explains the amendments to standards coming into effect for 2015 and 2016 year-ends
Publication available in the event app
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Session agenda
• New IFRSs for 2015
• IASB work plan
– Recently completed projects
– Major items on the IASB’s work plan
• SIX focus areas for 2015
IASB update
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New standards
1 January 2018 1 January 2017 ? 1 January 2016
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• Interim standard
• Only applicable for first time adopters
• Further information:
– MoA 2.185, 2.186
IFRS 14 – Regulatory Deferral Accounts
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• Some differences from current practice
• More guidance in complex areas
• Different judgements
• Disclosures – even if the accounting is the same
• Implementation developments?
IFRS 15 – Revenue from Contracts with Customers
Step 1 Identify the contract
Step 2 Separate performance obligations
Step 3 Determine transaction price
Step 4 Allocate transaction price
Step 5 Recognise revenue
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Licences for intellectual property – pattern of revenue recognition
IFRS 15: Latest developments Transition Resource Group (TRG)
Overtime Point in time
IFRS 15 Right to access IP which is significantly affected by entity’s activities
Right to use the IP as it exists when licence is granted
Q? Which attribute of the IP (form, functionality, value) should be assessed to determine ‘significantly affected by the entity’s activities’?
Approach A Clarify: consider activities that significantly affect the utility of the IP
Approach B ‘Symbolic IP’ (e.g. brand name) ‘Functional IP’ if form and functionality of IP expected to change as result of activities performed by the entity
‘Functional IP’ (e.g. software)
FASB
IASB
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Identifying performance obligations
More promised goods or services to be identified under new standard compared to number of ‘deliverables’ under current guidance?
FASB proposed to amend standard to state that an entity is not required to identify promised goods or services that are immaterial in the context of the contract.
IASB – no action required, not seen as a concern for IFRS preparer
Distinct in the context of the contract
FASB – clarify the guidance
IASB – develop examples to illustrate application of principle
IFRS 15: Latest developments Transition Resource Group (TRG)
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Principal or agent - Same indicators but different model.
Similar indicators to IAS 18 even though model has changed
– another party is primarily responsible for fulfilling the contract;
– entity does not have inventory risk
– entity does not have discretion in establishing prices
– entity’s consideration is in the form of a commission; and
– entity is not exposed to credit risk
Challenges in assessing services and ‘intangible’ goods
Application to sales and excise taxes
IFRS 15: Latest developments Transition Resource Group (TRG)
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Effective date: 1 January 2018
Classification and measurement
• New categories for financial assets
• New impairment model – expected credit losses
Hedge accounting
• More flexibility in applying hedge accounting
IFRS 9 – Financial Instruments
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IAS 39 categories
Measured at fair value Measured at amortised cost
Fair value P&L Available For Sale Held to
Maturity Loans and
Receivables equity debt
Fair value P&L Fair value OCI
no recycling P&L
Fair value OCI recycling P&L
Amortised cost
Measured at fair value Measured at amortised cost
IFRS 9 categories
IFRS 9 vs. IAS 39 categories Categories of financial assets – simplified
IFRS 9: Classification depends on business model and characteristics of cash flows
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Expected credit losses General model
Effective interest on gross carrying amount
12 month expected credit losses
Recognition of expected credit losses
Interest revenue
Change in credit quality since initial recognition
Stage 1 Stage 2 Stage 3
Performing (initial recognition*)
Underperforming (assets with significant
increase in credit risk since initial recognition*)
Non-performing (credit impaired assets)
Effective interest on gross carrying amount
Lifetime expected credit losses
Effective interest on amortised cost carrying
amount (i.e. net of credit allowance)
Lifetime expected credit losses
* Except for purchased or originated credit impaired assets
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Impairment Expected vs. incurred losses
Loan granted
Financial crisis
Unemployment increases
Borrower loses job
Borrower can no longer pay
interest
Incurred losses Expected losses
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Acquisition of interests in joint operations Amendment to IFRS 11 (1 January 2016)
– Apply IFRS 3 principles for acquisition of a joint operation (JO) that constitutes a ‘business’ – applicable for initial interest and additional interest in the same JO.
Sales between investor and its associates or joint ventures (JVs) Amendment to IFRS 10 and IAS 28 (1 January 2016)
– Sale or contribution of assets between an investor and its associates or JVs resulting in full gain/loss being recognised only if constitutes a “business”.
Bearer plants Amendment to IAS 41 and IAS 16 (1 January 2016)
– Bearer plants (e.g. grape vines and oil palms) now included within scope of IAS 16 where use of cost or revaluation model is permitted.
Amendments applicable for 1 January 2016
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Equity method for separate financial statements Amendment to IAS 27 (1 January 2016)
• Entities can now account for investments in subsidiaries, JVs and associates at cost in accordance with IFRS 9, or using the equity method as described in IAS 28 in their separate financial statements.
Acceptable methods of depreciation and amortisation Amendment to IAS 16 and IAS 36 (1 January 2016)
• PP&E – depreciation based on revenue generated by the asset is not appropriate
• Intangible assets – rebuttable presumption that amortisation based on revenue generated by the asset is not appropriate
Amendments applicable for 1 January 2016
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Investment entities – applying the consolidation exception Amendment to IFRS 10 and IAS 28 (1 January 2016)
Amendments applicable for 1 January 2016
Investment Entity A
Sub-Holding
Investment X
Investment Y
Investment Z
Service Entity
Service entities
Subsidiaries acting as an extension of an investment entity
Consolidate if main purpose is to provide services in support of investment entity’s investment activities
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Investment entities – applying the consolidation exception Amendment to IFRS 10 and IAS 28 (1 January 2016)
Amendments applicable for 1 January 2016
Investment Entity A
Sub-Holding
Investment X
Investment Y
Investment Z
Service Entity
Subsidiary is also an investment entity
Subsidiary which is itself an investment entity to be measured at fair value by investment entity parent
Measurement at fair value required, even if subsidiary provides investment-related services
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Disclosure initiative Amendment to IAS 1 (1 January 2016)
Amendments applicable for 1 January 2016
Materiality and disaggregation
Do not obscure useful information – disaggregate where relevant for understanding
Subtotals - Made up of items recognised and measured in accordance with IFRS
- Make components understandable - Consistent from period to period - Not more prominent than required subtotals - Reconcile to required subtotals
Notes Flexibility in order of notes
Accounting policies Significant accounting policies to be disclosed – unhelpful examples in IAS 1 removed
OCI from equity method
2 line items (with/without subsequent recycling to P&L)
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Standard Amendment
IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations
Reclassification from ‘held for sale’ to ‘held for distribution’ or vice versa
IFRS 7 – Financial instruments: Disclosures
• Servicing contracts – guidance on additional disclosures
• Offsetting disclosures in interim reports not specifically required
IAS 19 – Employee Benefits Discount rate based on currency in which liabilities are denominated, not based on country where they arise
IAS 34 – Interim Financial Reporting Information disclosed elsewhere in the interim financial report – cross reference to be included
Amendments applicable for 1 January 2016
Annual improvements 2012-2014
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Session agenda
• New IFRSs for 2015
• IASB work plan
– Recently completed projects
– Major items on the IASB’s work plan
• SIX focus areas for 2015
IASB update
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Project Q2 2015 Q4 2015
Insurance Contracts Redeliberations
Leases Target IFRS
IASB work plan
Work plan status: 5 May 2015
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19 Mar 2009
Discussion paper issued
17 Aug 2010
ED published
15 Dec 2010
Comment period closed
Jan 2011 Re-
deliber- ations began
16 May 2013 RED
published
13 Sep 2013
Comment period closed
Mar 2014 Re-
deliberations began
Leases – timeline
• Final standard: Q4 2015?
• Effective date: TBD
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• Lessee accounting:
• All leases will be on balance sheet
– Exemptions: short-term leases, small ticket leases or contracts not qualifying as leases
• A lessee recognises fixed assets and financial liabilities and corresponding amounts of amortisation and interest.
• A single income statement approach (i.e. amortisation and interest) resulting in front loaded expenses for all leases.
• Lessor accounting
• No change to current model
Leases – what can we expect?
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IASB model Balance sheet Income statement
Single lease model Right of use (ROU) asset
Lease liability
Amortisation expense
Interest expense
Lessee accounting
FASB model – lease classification to be consistent with existing IAS 17
FASB model Balance sheet Income statement
Finance (Type A)
Right of use (ROU) asset
Lease liability
Amortisation expense Interest expense
Operating (Type B)
Lease expense
IASB model – a single approach where all leases would be accounted for as ‘finance leases’
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Leases The big question
How is the distinction made?
Lease Customer controls the use
of an item
Service Supplier controls the use
of an item
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What is a lease?
A contract that conveys the customer the right to use an asset for a period of time in exchange for consideration.
A lease exists when a customer controls the right to use an identified item, which is when the customer:
has exclusive use of the item for a period of time and
can decide how to use it
Definition of a lease
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Retail rental contract
• Retailer has exclusive use of a specific shop in a commercial centre for a five-year period.
• The real estate company provides cleaning and security services, as well as advertising services, as part of the contract.
Who controls the item?
The customer
Conclusion
Contract contains a lease (shop) and services (cleaning, security, advertising)
Leases: Definition of a lease IASB paper February 2015
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Coffee shop at the airport
• Coffee company to use a space in the airport to sell its products for a three year period
• Airport operator can change the location of the space allocated
Who controls the item?
The supplier
Conclusion
Customer does not have exclusive use of a particular piece of the airport space. No identified asset.
Not in scope of the leasing standard.
Leases: Definition of a lease IASB paper February 2015
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Oil tanker contract
• Oil company enters into a contract with a shipowner for the charter of a particular oil tanker for a 20-year period. Oil company decides when and to which ports the oil tanker sails.
• The shipowner’s crew operate and maintain the tanker throughout the contractual term.
Who controls the item?
The customer
Conclusion
Contract contains a lease and services.
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Session agenda
• New IFRSs for 2015
• IASB work plan
– Recently completed projects
– Major items on the IASB’s work plan
• SIX focus areas for 2015
IASB update
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Statement of Cash Flows (IAS 7) • Gross presentation of cash flows • Cash flows in foreign exchange –
translation at average rate appropriate?
• Cash flows from discontinued ops
Fair Value Measurement (IFRS 13) • Plausibility of allocation to fair-value levels
• Disclosures in interim reports
Earnings per Share (IAS 33) • Examine basic and diluted EPS • EPS in connection with
discontinued operations • Disclosure of additional EPS
SIX focus areas for 2015
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June 2015 89
Any questions?
Stay Smart - Financial Reporting Updates
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Equity Accounting
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• Scope and definitions
• Share to account for
• Application of equity method
• Initial measurement
• Subsequent measurement
– Equity accounting adjustments
– Impairment
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Contents
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Equity Accounting Scope and definitions
All entities that are investors with joint control of, or significant influence over, an investee
Significant influence
The power to participate in the financial and operating policy decisions of the investee but is not control or joint control of those policies
Associate
An entity over which the investor has significant influence
Equity method
Method of accounting whereby the investment is initially recognised at cost and adjusted thereafter for the post-acquisition change in the investor’s share of the investee’s net assets
Joint venture
Joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement
IAS 27 Amendment
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Equity Accounting Classification
Indicators of significant influence
Investor owns 15% of the company and has representation on the board of directors.
Investor holds 10% of shares and has provided a patent that is critical to the company’s production process.
Investor holds 18% of shares and purchases 25% of total output (in monetary terms) under a long-term contract.
Investor seconded top finance personnel to the company.
Investor owns 15% of shares and holds a call option for 15% that is substantive at the reporting date.
Fund manager has 15% in the investment fund. Under IFRS 10 a Fund manager is an agent and does not control the fund.
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• Answer 1: 40%
• Answer 2: 32% [80% x 40%]
Stay Smart – Financial Reporting Updates
Equity Accounting Poll - What is a share?
PwC Events and Community Switzerland
A
B
80%
C
40%
Aggregate of the holdings by the parent and its subsidiaries.
– What is the share of C’s net profit in A’s consolidated financial statements?
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Equity Accounting Poll - What is a share?
PwC Events and Community Switzerland
Aggregate of the holdings by the parent and its subsidiaries.
– What is the share of C’s net profit in A’s consolidated financial statements?
• Answer 1: 25%
• Answer 2: 26.25%
25%
25%
5%
C
B
A
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If associate has subsidiaries with non-controlling interest (NCI)
• Investor’s share in consolidated profit and loss (P/L) and OCI of associate is after tax and NCI
A
B
25%
D
75%
C
80%
Equity Accounting What is a share?
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Potential voting rights
• Investor’s share is determined
on the basis of present ownership interest
• Does not reflect possible exercise or conversion of potential voting rights
Different classes of equity shares
• Analyse rights attached to each
class of shares
• Preference shares classified as liabilities not part of investment in associate
Equity Accounting What is a share?
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Equity Accounting What is a share?
Stay Smart – Financial Reporting Updates
Step 1 • Investment is stated as one line item, initially recognised at cost.
• Assess and recognise impairment, if any. Step 6
• Carrying amount of the investment is adjusted to recognise distributions received from the investee. Step 5
• Carrying amount of the investment is adjusted to recognise investor’s share of P/L and OCI of investee after acquisition. Step 4
• Profit or loss of investee is adjusted for the effects of transactions with investee. Step 3
• Profit or loss of investee is adjusted for the effect of fair value adjustments recognised upon initial recognition. Step 2
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Equity Accounting Initial recognition at cost
Included in cost of investment
Included in cost of investment at acquisition date.
Subsequently: cost based approach or analogy to IFRS 3
IAS 28 does not define cost.
Cost
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Step 1
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• Compare consideration with share of fair value (FV) of net assets acquired:
• Consideration > Fair value – Goodwill: include in carrying amount
• Consideration < Fair value – Negative goodwill: take to Income Statement
• Purchase price allocation – same principles as under IFRS 3
– Recognise all identifiable assets and liabilities, including those previously not recognised by investee
– Deferred taxes
– Contingent liabilities
Equity Accounting Initial recognition at cost
Step 1
Goodwill from previous
acquisitions – not an identifiable asset
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Instructions:
– Read exercise 1
– Calculate the amount at which the investment in X should be recognised at the acquisition date and the goodwill, if any
– Use the table provided
Worked example Initial recognition at cost
Step 1
Calculate the amount at which the investment should be initially recognised (including goodwill).
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Equity Accounting Equity accounting adjustments
Dealing with fair value adjustments arising on
acquisition
• Additional depreciation for FV adjustments – PPE / Intangible assets (IA)
• Amortisation for previously unrecognised IA
• Reversal of impairment of ‘old’ goodwill
• Adjustments for impairments recognised by associate
Achieving consistent accounting policies
• Adjust for difference in policies
• New standards adopted in different
periods
Step 2
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Equity Accounting Equity accounting adjustments
IAS 28 does not provide guidance on how to eliminate
Investor’s share of associate’s profit or losses eliminated
Step 3
No elimination
Trading balances and loans between investor and associate are not eliminated
Profit/loss on transactions with associates
Stay Smart – Financial Reporting Updates
Unrealised – included in assets Realised
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Equity Accounting Equity accounting adjustments
Step 3
Upstream transactions Eliminate against carrying value of
associate Dr. P/L Cr. Associate
Eliminate against carrying value of asset
transferred Dr. P/L Cr. Asset
Stay Smart – Financial Reporting Updates
Investee
Investor
$
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Investor
Investee
Equity Accounting Equity accounting adjustments
$
Step 3
Downstream transactions Eliminate against carrying value of associate
Unrealised gain > carrying value of associate:
• CV not reduced below zero
• Gain recognised in profit or loss
• Associate reports profits in subsequent
periods policy choice
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Investee
Investor
Equity Accounting Equity accounting adjustments
$
Step 3
Long-term loans to associates
Classified as financial asset on balance sheet
Presented separately from investment in associate
Part of investor’s total interest in an associate but not part of the investor’s equity investment
Loans with stated maturity are assessed for impairment under IAS 39
Share of associate’s losses exceeds investment in the associate: • Losses are attributed to long-term loans for which
settlement is not planned or likely to occur in the foreseeable future.
$ $
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Equity Accounting Equity accounting adjustments
• Adjust carrying value of the investment to recognise investor’s share of P/L and OCI of investee after acquisition
• Loss-making associates Investment is written down to zero Subsequent losses are not recognised Losses may be attributed to investor’s other interests in the associate such as
long-term loans If profits are made in future – investor recognises profits only after all
unrecognised losses have been offset.
Step 4
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Equity Accounting Other net assets changes
IAS 28.3 – All post-acquisition changes in net assets of an investee to be recognised by investor
IAS 28.10 – Guidance for P/L and OCI of associates only
Other net asset changes – changes in share capital, share-based payments reserves, transactions with NCI
IASB’s proposal to recognise in equity with recycling to P/L upon disposal of associate – abandoned
PwC view – dilution gains/losses to be recognised in P/L
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• Reduce carrying amount of the investment
• Dividends paid by associate > carrying amount of the investment
Carrying amount reduced to nil but does not become negative
Gain recognised in P/L if no obligation to make payments on behalf of associate
Associate makes profits in subsequent years – policy choice
Equity Accounting Distributions from associates
Step 5
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Instructions
• Read exercise 2
• Calculate the equity accounting adjustments investor Y should record
• Calculate carrying amount of the investment in X as at 31 December 20X1
• Use table provided
Worked Example Subsequent measurement
xxx xxx
Calculate investor’s share of profit and loss and carrying value of the investment at the end of period
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Equity Accounting Impairment
Impairment
Expected future dividends
IAS 36 – impairment testing
IAS 39 – impairment triggers
No allocation of impairment loss
Tested as a single asset
Step 6
Share of associate’s CFs
Impairment can be reversed
IAS 28 once IFRS 9
effective
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Equity accounting Key messages
Fair values of assets/liabilities provide the basis for subsequent equity accounting adjustments. 1 Consider all investor’s interests when determining share to be accounted for. 2 Application of equity accounting may require a number of adjustments to investee’s profit or loss and OCI. 3
Apply IAS 39 for impairment indicators and IAS 36 for actual test. 4 Stay Smart – Financial Reporting Updates June 2015
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Any questions?
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1
News from statutory accounting
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New Financial Market Infrastructure Act (FMIA)
News from statutory accounting Agenda
Stay Smart – Financial Reporting Updates June 2015 115
New Auditor Reporting
New accounting law – update on tax impacts
1
2
3
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New Financial Market
Infrastructure Act (FMIA)
1
News from statutory accounting
1
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FMIA – Background
G 20 summit
US: Dodd-Frank Act
EU: EMIR
CH: FMIA
Financial Crisis 2008
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FMIA – Objectives
Objectives
enhance
reduce
Transparency
Risk: Counterparty/ Operational
To strengthen the stability and competitive position of the Swiss financial market
Financial Markets Infrastructure Act (FMIA) Finanzmarktinfrastrukturgesetz (FinfraG) Loi sur l’infrastructure des marchés financiers (LIMF)
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FMIA – Affected entities (Counterparties)
(Small) Financial Counterparties
• Banks
• Insurance and reinsurance companies
• Securities broker
• Fund management and fund manager of collective investment schemes
• Investment schemes according Collective Investment Schemes Act
• Pension funds and investment foundations
(Small) Non Financial Counterparties
• The „others“
„Small“
• Average gross derivative position below threshold (tbd by Fed Council)
• Hedging positions can be excluded from measuring against the threshold
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FMIA – Core requirements
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Central clearing
• OTC derivatives • FX swaps and forwards excluded
Trade repository
• All derivatives to be reported to a central trade repository • This also applies for intra-group derivatives
Risk mitigation
• For uncleared OTC derivatives • FX swaps and forwards excluded • Partly applicable for intra-group derivatives
Platform trading
• For certain OTC derivatives between certain market participants • Does not apply if a small counterparty is involved • Only effective when it is effective on international markets
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Financial counterparty
Small Financial counterparty
Non-financial counterparty
Small Non-financial
counterparty
Central clearing X X
Reporting
Risk mitigation
Operational risks
Daily valuation of open positions X X
Exchange of collateral X
Platform trading X X
Requirements per class of counterparties
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How does FMIA affect you?
Derivatives?
No impact
Hedging?
Above threshold? no
yes
yes
Trade repository
Portfolio compression
Portfolio reconciliation
Timely confirmation
Dispute Resolution
Clearing (TR implied)
Portfolio compression
Portfolio reconciliation
Timely confirmation
Dispute Resolution
Valuation (M2M)
Platform Trading
yes
no
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Audit requirements
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• Compliance with FMIA requirements is subject to audit • Statutory auditor will perform audit procedures and report to
a) FINMA (for FINMA regulated entities) b) BoD (for not FINMA regulated entities)
• The statutory auditor is required to report to the Swiss Department of Finances in case of breaches of law and inactivity of the BoD
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New auditor reporting
2
News from statutory accounting
2
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• Financial crises triggered changes
• New ISA reporting standards published in January /April 2015
• Applicable for all ISA audits of financial statements for periods ending on or after 15 December 2016
• Switzerland: Ordinary audits / audit reports to the AGM
New auditor reporting – background
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New auditor reporting – amended guidance
New standard: ISA 701 “Communicating key audit matters in the independent auditor’s report”
Revised standards: Conforming amendments:
- ISA 260 “Communication with those charged with governance”
- ISA 570 “Going concern” - ISA 700 “Forming an opinion and reporting
on financial statements” - ISA 705 “Modification to the opinion in the
independent auditor’s report” - ISA 706 “Emphasis of matter paragraphs
and other matter paragraphs in the independent auditor’s report”
- ISA 720 “The auditors responsibilities
relating to other information and related conforming amendments”
- ISA 210 “Agreeing the terms of audit engagements” - ISA 220 “Quality control for an audit of financial
statements” - ISA 230 “Audit documentation” - ISA 450 “Evaluation of misstatements identified during the
audit” - ISA 500 “Audit evidence” - ISA 510 “Initial audit engagement opening balance” - ISA 540 “Auditing accounting estimates, including fair value
accounting estimates and related disclosures” - ISA 560 “Subsequent events” - ISA 580 “Written representations” - ISA 600 “Special considerations – audits of group financial
statements (including the work of component audits)” - ISA 710 “Comparative information corresponding figures
and comparative financial statements” - ISA 810 “Engagements to report on summary financial
statements”
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New auditor reporting – report structure
Elements required by ISA 700R
Additional requirements by jurisdiction
Auditor’s Opinion
Basis for Opinion
Audit approach (materiality and audit scope)
Going Concern
Key Audit Matters - KAM 1 - KAM 2 - etc.
Responsibilities for the Financial Statements
- Auditors responsibilities - Other reporting
responsibilities
Other required reporting Other required statutory reporting
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New auditor reporting – KAM
Matters that were communicated with those charged with governance
Matters that required significant auditor attention
Matters of most significance in the audit
= KAM
Audit Report
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New auditor reporting – KAM elements
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Why? • Description of why the matter was considered as a KAM
How? • Description of how the matter was addressed in the audit
Where? • References to related disclosures, if any
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New auditor reporting – practical example
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New auditor reporting – practical example
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New auditor reporting – practical example
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New auditor reporting – practical example
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New auditor reporting – practical example
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New auditor reporting – practical example
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New auditor reporting – practical example
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New auditor reporting – practical example
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New auditor reporting – practical example
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New auditor reporting – practical example
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New auditor reporting – practical example
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New auditor reporting – summary
Most significant changes to audit reports since decades • New structure • KAM for listed entities • Clarification on (auditor’s and the entity’s) responsibilities • Reporting on other information
Swiss perspective
• No early adoption by the Swiss profession • All ISA and ordinary audit reports will change as from 2016 • Reports on limited statutory examination remain unchanged
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New accounting law – update on
tax impacts
3
News from statutory accounting
3
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New accounting law – update on tax impacts
Conference of Swiss tax authorities updated their analysis of the new accounting law (26 November 2014) • Tax treatment of treasury shares • Foreign currencies and taxation • Individual versus group
measurement • …
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Tax?
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New accounting law – update on tax impacts Treasury Shares
Accounting treatment Tax treatment
• Initial recognition at cost and deducted from equity
• No re-measurement • Accounting policy choice for gains/
losses from transactions including cancellations (P&L or equity)
• Tax regime unchanged: treasury shares are treated as an asset
• Taxable equity is not reduced • Re-measurement losses are tax
deductible; gains (up to the historic cost) are taxable
• Realised gains/losses resulting from transaction or cancellations are taxed regardless the accounting treatment
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New accounting law – update on tax impacts FX treatment
Tax treatment
• Income tax charge is determined by using the closing rate
• Capital tax charge is determined by using the closing rate except for share capital and capital contribution reserves (as accepted by the Swiss tax authorities), which are translated at historic rate
• Translation adjustments (unrealised gains or losses from translation) are not subject to taxation
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New accounting law – update on tax impacts FX treatment
Functional currency
Presentation currency
Additio-nal CHF values
Translation difference
CHF CHF - -
FX
CHF - Imparity principle
FX CHF Accounting
policy choice
Gain: deferred Loss: recognised
CTA in equity
X
X
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New accounting law – update on tax impacts Individual versus group measurement
• New Accounting Law
SCO 960.1 : “Assets and liabilities are normally valued individually…”
• Tax Treatment
The updated analysis of the Swiss tax authorities now states that “Investments and real estate property are normally valued individually…”
The wording follows the guidance provided by the Swiss profession.
Key question: What is the appropriate unit of account?
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New accounting law – update on tax impacts Individual versus group measurement
What is the appropriate unit of account … … for the portfolio of investments at holding level?
Holding
Investment property
Manufacturing Distribution
Carrying value 6500 1500 2000
Fair value 6000 1000 3000
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New accounting law – update on tax impacts Individual versus group measurement
Holding
Investment property
Manufacturing Distribution
Carrying value 6500 1500 2000
Fair value 6000 1000 3000
500 -500
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What is the appropriate unit of account … … for the portfolio of investments at holding level?
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Any questions?
Stay Smart – Financial Reporting Updates
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