FASB publishes new rules for pushdown accounting

BY KEN TYSIAC

New accounting rules published Tuesday by FASB establish whether and at what threshold an acquired business or not-for-profit organization can apply pushdown accounting.

Pushdown accounting occurs in an acquisition when an acquired organization uses the acquirer’s basis of accounting to prepare its financial statements.

A lack of guidance in GAAP on this topic had resulted in lack of comparability in financial statements among public, private, and not-for-profit organizations, according to FASB.

Accounting Standards Update No. 2014-17, Business Combinations (Topic 805): Pushdown Accounting, a consensus of the FASB Emerging Issues Task Force, provides an acquired business with the option to apply pushdown accounting in its separate financial statements when an acquirer obtains control of the acquired business.

The new standard also requires disclosures designed to help financial statement users evaluate the effects of pushdown accounting. These disclosures are similar to those provided by an acquirer under Topic 805, Business Combinations.

The amendments in the update take effect immediately. After the effective date (Nov. 18, 2014), an acquired entity can elect to apply the guidance to future change-in-control events or to its most recent change-in-control event. But if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle.

Meanwhile, the SEC on Tuesday rescinded portions of its interpretive guidance for pushdown accounting, bringing its guidance into conformity with the new FASB standard. Staff Accounting Bulletin (SAB) No. 115 rescinds SAB Topic 5.J, New Basis of Accounting Required in Certain Circumstances.

The old guidance in SAB Topic 5.J indicated that when a purchase transaction results in an entity’s becoming substantially wholly owned, a new basis of accounting should be established in the acquired entity’s financial statements to reflect the acquirer’s basis in the purchased assets and liabilities.

The new guidance affects the stand-alone financial statements of the subsidiary, but does not change the requirement for an acquirer to apply business combination accounting and record its new basis in the acquired entity’s assets, liabilities, and non-controlling interests in the acquirer’s financial statements, according to the SEC.

Ken Tysiac ( ktysiac@aicpa.org ) is a JofA editorial director.

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