Employee benefit plans with conforming changes as of March 1, 2007; Audit and accounting guide

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Employee benefit plans with conforming changes

as of March 1, 2007; Audit and accounting guide

American Institute of Certified Public Accountants. Employee Benefit Plans Audit Guide Revision Task

Force Committee

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Employee

Benefit Plans

M

1, 2008

A m e r ic A n i n s t it u t e o f c e r t if ie d P u b l ic A c c o u n t A n t s 1777-341

Employee

Benefit Plans

This edition of the AICPA Audit and Accounting Guide

Employee Benefit Plans, which was originally issued in

1991, has been modified by the AICPA staff to include certain changes necessary because of the issuance of authoritative pronouncements since the guide was origi-nally issued and other changes necessary to keep the guide current on industry and regulatory matters. The changes made are identified in a schedule in appendix N of the guide. The changes do not include all those that might be considered necessary if the guide were subjected to a comprehensive review and revision.

W

Copyright © 2008 by

American Institute of Certified Public Accountants, Inc.

New York, NY 10036-8775

All rights reserved. For information about the procedure for requesting permission

to make copies of any part of this work, please visit www.copyright.com or call

(978) 750-8400.

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ISBN 978-0-87051-730-3

Notice to Readers

This Audit and Accounting Guide presents recommendations of the AICPA Employee Benefit Plans Committee on the application of generally accepted auditing standards (GAAS) to audits of financial statements of employee ben-efit plans. This guide also presents the committee's recommendations on and descriptions of financial accounting and reporting principles and practices for employee benefit plans. The AICPA Accounting Standards Executive Commit-tee has found this guide to be consistent with existing standards and princi-ples covered by Rule 202, Compliance With Standards (AICPA, Professional

Standards, vol. 2, ET sec. 202), and Rule 203, Accounting Principles (AICPA, Professional Standards, vol. 2, ET sec. 203) of the AICPA Code of Professional

Conduct. AICPA members should be prepared to justify departures from the accounting guidance in this guide.

Descriptions of accounting principles and financial reporting practices in Au-dit and Accounting Guides are approved by the affirmative vote of at least two-thirds of the members of the Accounting Standards Executive Commit-tee, which is the senior technical body of the AICPA authorized to speak for the AICPA in the areas of financial accounting and reporting. Statement on Auditing Standards (SAS) No. 69, The Meaning of Present Fairly in

Confor-mity With Generally Accepted Accounting Principles (AICPA, Professional Stan-dards, vol. 1, AU sec. 411), identifies AICPA Audit and Accounting Guides that

have been cleared by the Financial Accounting Standards Board (FASB) as sources of accounting principles in category b of the hierarchy of generally accepted accounting principles (GAAP) that it establishes. This Audit and Ac-counting Guide has been cleared by the FASB. AICPA members should consider the accounting principles described in this Audit and Accounting Guide if the accounting treatment of a transaction or event is not specified by a pronounce-ment covered by Rule 203 of the AICPA Code of Professional Conduct. In such circumstances, the accounting treatments specified by this Audit and Account-ing Guide should be used, or the member should be prepared to justify another

treatment, as discussed in paragraph .07 of AU section 411.*

*_{In April 2005, the Financial Accounting Standards Board (FASB) issued an exposure draft of a}

proposed FASB statement, The Hierarchy of Generally Accepted Accounting Principles, the objectives of which include moving responsibility for the generally accepted accounting principles (GAAP) hier-archy for nongovernmental entities from the AICPA's Statements on Auditing Standards (SAS) No. 69, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles (AICPA, Professional Standards, vol. 1, AU sec. 411), to FASB literature. FASB then issued a revised exposure draft during the third quarter of 2006. The proposed FASB statement expands the sources of category a of the hierarchy of GAAP to include accounting principles that are issued after being subject to the FASB's due process (including, but not limited to, FASB Staff Positions and FASB Statement No. 133 implementation issues, which are currently not addressed in SAS No. 69).

Among other matters, the proposed FASB statement would not carry forward the Rule 203, Ac-counting Principles (AICPA, Professional Standards, vol. 2, ET sec. 203), exception from paragraph 7 of SAS No. 69. Accordingly, the proposed FASB statement states that an enterprise shall not repre-sent that its financial statements are prerepre-sented in accordance with GAAP if its selection of accounting principles departs from the GAAP hierarchy set forth in this statement and that departure has a ma-terial impact on its financial statements.

In response to the proposed FASB statement, in May 2005, the AICPA issued an exposure draft of a proposed SAS, Amendment to Statement on Auditing Standards No. 69, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles, for Nongovernmental Entities, which deletes the GAAP hierarchy for nongovernmental entities from SAS No. 69. The Public Company Accounting Oversight Board (PCAOB) has already taken measures to remove the GAAP hierarchy from its interim auditing standards in a set of amendments which it adopted on January 29, 2008. The amendments, if approved by the Securities and Exchange Commission (SEC), will become effective 60 days after SEC approval.

For more information please visit the FASB Web site at www.fasb.org and the PCAOB Web site at www.pcaob.org.

Auditing guidance included in an AICPA Audit and Accounting Guide is an in-terpretive publication pursuant to AU section 150, Generally Accepted Auditing

Standards (AICPA, Professional Standards, vol. 1). Interpretive publications

are recommendations on the application of SASs in specific circumstances, in-cluding engagements for entities in specialized industries. An interpretive pub-lication is issued under the authority of the Auditing Standards Board (ASB) after all ASB members have been provided an opportunity to consider and com-ment on whether the proposed interpretive publication is consistent with the SASs. The members of the ASB have found this guide to be consistent with existing SASs.

An auditor should be aware of and consider interpretive publications applicable to his or her audit. If an auditor does not apply the auditing guidance included in an applicable interpretive publication, the auditor should be prepared to explain how he or she complied with the SAS provisions addressed by such auditing guidance.

FASB Accounting Standards Codification™

On January 15, 2008, the FASB launched the one-year verification phase of the FASB Accounting Standards Codification™ (codification). After the veri-fication period, during which constituents are encouraged to provide feedback on whether the codification content accurately reflects existing U.S. GAAP for nongovernmental entities, the FASB is expected to formally approve the cod-ification as the single source of authoritative U.S. GAAP, other than guidance issued by the Securities and Exchange Commission (SEC). The codification in-cludes all accounting standards issued by a standard-setter within levels A–D of the current U.S. GAAP hierarchy, including FASB, AICPA, Emerging Issues Task Force (EITF), and related literature. The codification does not change GAAP; instead it reorganizes the thousands of U.S. GAAP pronouncements into roughly 90 accounting topics, and displays all topics using a consistent structure. The SEC guidance will follow a similar topical structure in separate SEC sections.

This edition of the guide has not been conformed to the new codification. AICPA Audit and Accounting Guides, as well as other AICPA literature, will be con-formed to reflect the codification after the verification phase and upon formal approval by the FASB.

Defining Professional Requirements

AU section 120, Defining Professional Requirements in Statements on Auditing

Standards (AICPA, Professional Standards, vol. 1) and AT section 20, Defining Professional Requirements in Statements on Standards for Attestation Engage-ments (AICPA, Professional Standards, vol. 1), which were issued in December

2005, set forth the meaning of certain terms used in SASs and Standards for Attestation Engagements (SSAEs), respectively, issued by the ASB in describ-ing the professional requirements imposed on auditors and practitioners. The specific terms used to define professional requirements in these sections are not intended to apply to interpretive publications issued under the authority of the ASB because interpretive publications are not auditing or attestation stan-dards. It is the ASB's intention to make conforming changes to the interpretive

publications over the next several years to remove any language that would imply a professional requirement where none exists.

In December 2007, the Accounting and Review Services Committee (ARSC) is-sued AR section 20, Defining Professional Requirements in Statements on

Stan-dards for Accounting and Review Services (AICPA, Professional StanStan-dards,

vol. 2), which sets forth the meaning of certain terms used in Statements on Standards for Accounting and Review Services (SSARS) issued by the ARSC in describing the professional requirements imposed on accountants perform-ing a compilation or review of a nonissuer. The specific terms used to define professional requirements in this section are not intended to apply to interpre-tive publications issued under the authority of the ARSC because interpreinterpre-tive publications are not SSARSs. It is the ARSC's intention to make conforming changes to the interpretive publications to remove any language that would imply a professional requirement where none exists.

AU section 120, AT section 20, and AR section 20, which were effective upon is-suance, define the terminology that the ASB and ARSC will use going forward to describe the degree of responsibility that the requirements impose on the auditor, practitioner, or accountant in engagements performed for nonissuers. SASs, SSAEs, and SSARSs will use the words must or is required to indicate an unconditional requirement, with which the auditor, practitioner, or accoun-tant is required to comply. SASs, SSAEs, and SSARSs will use the word should to indicate a presumptively mandatory requirement. The auditor, practitioner, or accountant is required to comply with a presumptively mandatory require-ment in all cases in which the circumstances exist to which the presumptively mandatory requirement applies; however, in rare circumstances, the auditor, practitioner, or accountant may depart from a presumptively mandatory re-quirement provided he or she documents the justification for the departure and how the alternative procedures performed in the circumstances were sufficient to achieve the objectives of the presumptively mandatory requirement. If a SAS, SSAE, or SSARS provides that a procedure or action is one that the auditor, practitioner, and accountant should consider, the consideration of the proce-dure or action is presumptively required, whereas carrying out the proceproce-dure or action is not.

This guide has been updated as applicable for AU section 120, AT section 20, and AR section 20. Refer to the Schedule of Changes in appendix N for additional information.

Recognition

Employee Benefit Plans Committee (1990-1991)

Andrew J. Capelli, Chair Ben B. Korbly

Steven A. Cook Gilbert K. Reeves

Rick Covert Richard Schwartz

Michael J. Fitzpatrick Randi L. Starr

Gary T. Gray Richard M. Steinberg

Employee Benefit Plans Audit Guide Revision Task Force (2007-2008)

Lawrence R. Beebe Kevin Murphy

Judy Goldberg Deborah Smith

Josie Hammond Michele M. Weldon

Marilee P. Lau Alice Wunderlich

Becky Miller

AICPA Staff

Linda C. Delahanty

Technical Manager

Audit and Attest Standards

The Employee Benefit Plans Committee gratefully acknowledges the contri-butions of Melissa A.R. Krause, former committee member; Susan W. Hicks; Daniel J. Cronin; The Office of Chief Accountant, Employee Security Benefits Administration; and the Office of the Inspector General, U.S. Department of Labor. The AICPA staff would also like to acknowledge the Employee Benefit Plans Expert Panel (2007-2008).

Guidance Considered in This Edition

This guide has been modified by the AICPA staff to include certain changes necessary due to the issuance of authoritative pronouncements since the guide was originally issued and other changes necessary to keep the guide current on industry and regulatory matters. Relevant guidance contained in official pronouncements issued through March 1, 2008 has been considered in the de-velopment of this edition of the guide. This includes relevant guidance issued up to and including the following:

r

Consoli-dated Financial Statements—an amendment of ARB No. 51

r

includ-ing FASB Statement No. 141(R), Business Combinations

r

Income Taxes—an interpretation of FASB Statement No. 109

r

Institutions of Certain Provisions of Statement 140 Related to the Isolation of Transferred Financial Assets

r

the FASB through March 1, 2008

r

r

Imple-mentation Issues cleared by the FASB through March 1, 2008

r

of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies (AICPA, Technical Practice Aids, ACC sec. 10,930)

r

Surplus Notes (AICPA, Technical Practice Aids, PB sec. 12,150)

r

Charged With Governance (AICPA, Professional Standards, vol. 1,

AU sec. 380)

r

Deficien-cies in Internal Control Over Compliance in an Office of Manage-ment and Budget (OMB) Circular A-133 Audit" of AU section 325,

Communicating Internal Control Related Matters Identified in an Audit (AICPA, Professional Standards, vol. 1, AU sec. 9325 par.

.01–.04)

r

Standard No. 5, An Audit of Internal Control Over Financial

Re-porting That Is Integrated with An Audit of Financial Statements

(AICPA, PCAOB Standards and Related Rules, Rules of the Board, "Standards")

Users of this guide should consider pronouncements issued subsequent to those listed above to determine their effect on entities covered by this guide. In de-termining the applicability of a pronouncement, its effective date should also be considered.

The changes made to this edition of the guide are identified in Schedule of Changes in appendix N of the guide. The changes do not include all those that might be considered necessary if the guide were subjected to a comprehensive review and revision.

This edition includes:

r

Con-tracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans, as amended (AICPA, Technical Prac-tice Aids, ACC sec. 10,620), which has been integrated into

chapters 3–4 and 7 of the guide

r

Ben-efit Plans, as amended (AICPA, Technical Practice Aids, ACC sec.

10,530), which has been integrated into chapter 4 and appendix F of the guide

r

Benefit (401(h)) Features of Defined Benefit Pension Plans (AICPA, Technical Practice Aids, ACC sec. 10,780), which has been

inte-grated into chapters 2, 4, and appendixes D and F of the guide

r

Con-tribution Plan Investments and Other Disclosure Matters (AICPA, Technical Practice Aids, ACC sec. 10,790), which has been

inte-grated into chapters 3–4 and appendix E of the guide

r

Plans (AICPA, Technical Practice Aids, ACC sec. 10,830), which

has been integrated into chapter 4 and appendix F of the guide

r

Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans,

which has been integrated into chapters 3–4 and appendix E of the guide

Appendix I reproduces paragraphs .01–.16 and the appendix of SOP 94-4,

Ap-plication of Fair Value and Contract Value Reporting for Defined-Contribution Plan Investments, as amended by FASB Staff Position (FSP) AAG INV-1 and

SOP 94-4-1. Appendix J of the guide contains a copy of SOP 99-2 in its entirety. Appendix K of the guide contains a copy of SOP 01-2 in its entirety.

Auditing Guidance Included in This Guide

Risk Assessment Standards

In March 2006, the ASB issued SAS Nos. 104–111 (the "risk assessment stan-dards"). Collectively, the risk assessment standards establish standards and provide guidance concerning the auditor's assessment of the risks of material misstatement (whether caused by fraud or error) in a nonissuer financial state-ment audit; design and performance of tailored audit procedures to address assessed risks; audit risk and materiality; planning and supervision; and audit evidence. The most significant changes to existing practice that the auditor will be required to perform are as follows:

r

its environment, including its internal control

r

the financial statements could be materially misstated (defaulting to a maximum control risk is not acceptable)

r

na-ture, timing, and extent of audit procedures performed in response to those risks

The statements are effective for audits of financial statements for periods be-ginning on or after December 15, 2006. Early adoption is permitted. See ap-pendix M in this guide for a more detailed comparison between the risk assess-ment standards and the existing standards. This guide has been conformed to the new risk assessment standards.

For additional guidance on the risk assessment standards, please refer to the AICPA Audit Guide, Assessing and Responding to Risk in a Financial

State-ment Audit (product no. 012456kk) and the AICPA Audit Risk Alert Under-standing the New Auditing Standards Related to Risk Assessment (product

no. 022526kk).

Defining Professional Requirements

As previously stated, this guide has been conformed, as applicable, to the stan-dards found in AU section 120, AT section 20, and AR section 20, which were effective upon issuance (December 2005, except for AR section 20, which was issued in December 2007). These new standards define the terminology that the ASB and ARSC will use going forward to describe the degree of responsi-bility that the requirements impose on the auditor, practitioner, or accountant in engagements performed for nonissuers. Refer to the Schedule of Changes appendix N for additional information.

Preface

Purpose and Applicability

This guide has been prepared to assist the practitioner in preparing, audit-ing, and reporting on financial statements of employee benefit plans, including defined benefit pension plans, defined contribution plans, and employee health and welfare benefit plans. This guide applies to audits of financial statements of employee benefit plans that are subject to the financial reporting requirements of the Employee Retirement Income Security Act of 1974 (ERISA), as well as those that are not. Appendix A identifies and summarizes relevant ERISA re-quirements and regulations.

Generally accepted auditing standards (GAAS) and accounting principles are

applicable in general to employee benefit plans.*_{The broad application of those}

standards and principles is not discussed here. Rather, the guide focuses on the special problems in auditing and reporting on financial statements that are unique to employee benefit plans.

The guide contains certain suggested auditing procedures, but detailed internal control questionnaires and audit programs are not included. The nature, timing, and extent of auditing procedures are a matter of professional judgment and will vary depending on the size, organizational structure, internal control, and other factors in a specific engagement.

The guide also includes information regarding statutory rules and regulations applicable to employee benefit plans and illustrations of plan financial state-ments and auditors' reports. The Department of Labor, Employee Benefits Se-curity Administration strongly encourages the use of this guide in meeting the requirements contained in ERISA section 103 that a plan have an audit con-ducted in accordance with GAAS.

The guidance in this audit guide is in certain respects more detailed than that generally included in other AICPA audit guides. To facilitate reference, para-graphs have been numbered.

Generally Accepted Accounting Principles

In March 1980 the Financial Accounting Standards Board (FASB) issued FASB Statement No. 35, Accounting and Reporting by Defined Benefit Pension Plans. In August 1992 the FASB issued FASB Statement No. 110, Reporting by Defined

Benefit Pension Plans of Investment Contracts, which amends FASB Statement

No. 35. FASB Statements No. 35 and 110 do not, however, apply to defined contribution plans and employee health and welfare benefit plans.

Chapters 3–4 of this guide describe the specialized accounting principles and practices for defined contribution plans and employee health and welfare *_{Subject to the Securities and Exchange Commission (SEC) oversight, Section 103 of the}

Sarbanes-Oxley Act (Act) authorizes the Public Company Accounting Oversight Board (PCAOB) to establish auditing and related attestation, quality control, ethics, and independence standards to be used by registered public accounting firms in the preparation and issuance of audit reports as required by the Act or the rules of the Commission. Accordingly, public accounting firms registered with the PCAOB are required to adhere to all PCAOB standards in the audits of issuers, as defined by the Act and other entities when prescribed by the rules of the Commission. Generally, plans that are required to file Form 11-K would be considered issuers.

1_{All references made in the guide to generally accepted accounting principles (GAAP) relate to}

benefit plans, respectively. The accounting guidance in those chapters is con-sistent with the accounting and reporting standards in FASB Statement No. 35 to the extent that this is appropriate.

In August 1992, Statement of Position (SOP) 92-6, Accounting and Reporting

by Health and Welfare Benefit Plans (AICPA, Technical Practice Aids, ACC

sec. 10,530), was issued, which clarifies several accounting and reporting re-quirements set forth in chapter 4 and updates the guide to incorporate new statements issued by the FASB. SOP 92-6 has been amended by SOP 99-3,

Accounting for and Reporting of Certain Defined Contribution Plan Invest-ments and Other Disclosure Matters (AICPA, Technical Practice Aids, ACC sec.

10,790), SOP 01-2, Accounting and Reporting by Health and Welfare Benefit

Plans (AICPA, Technical Practice Aids, ACC sec. 10,830), and FASB Staff

Po-sition (FSP) AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive

Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Wel-fare and Pension Plans.

In September 1994, SOP 94-4, Reporting of Investment Contracts Held by

Health and Welfare Benefit Plans and Defined-Contribution Pension Plan

(AICPA, Technical Practice Aids, ACC sec. 10,620), and Practice Bulletin (PB) No. 12, Reporting Separate Investment Fund Option Information of

Defined-Contribution Pension Plans (AICPA, Technical Practice Aids), were issued. SOP

94-4 specifies the accounting for health and welfare benefit plans and defined-contribution plans for investment contracts issued by either an insurance enter-prise or other entity. PB 12 provided clarification of the reporting requirements in paragraph 3.52i of the guide. PB No. 12 has been superseded. In December 2005, FSP AAG INV-1 and SOP 94-4-1 amended SOP 94-4. These amendments have been incorporated into chapters 3–4 of the guide.

In July 1999, SOP 99-2, Accounting for and Reporting of Postretirement Medical

Benefit (401(h)) Features of Defined Benefit Pension Plans (AICPA, Technical Practice Aids, ACC sec. 10,780), was issued. SOP 99-2 amends chapters 2 and 4

of the guide and specifies the accounting for and disclosure of 401(h) features of defined benefit pension plans, by both defined benefit pension plans and health and welfare benefit plans.

SOP 99-3 was issued in September 1999, and amends chapters 3–4 of the guide, SOP 94-4, and SOP 92-6. SOP 99-3 simplifies disclosures for certain invest-ments and supersedes AICPA Practice Bulletin 12 (PB 12).

In April 2001, SOP 01-2 was issued. SOP 01-2 amends chapter 4 of the guide and SOP 92-6. SOP 01-2 specifies the presentation requirements for benefit obligations information, requires disclosure of information about retirees' rel-ative share of the plan's estimated cost of providing postretirement benefits, clarifies the measurement date for benefit obligations, establishes standards of financial accounting and reporting for postemployment benefits provided by health and welfare benefit plans, requires disclosure of the discount rate used for measuring the plan's obligation for postemployment benefits, and requires the identification of investments representing 5 percent or more of the net as-sets available for benefits.

FASB Statement No. 133, Accounting for Derivative Instruments and

Hedg-ing Activities, as amended, establishes accountHedg-ing and reportHedg-ing standards for

other contracts (collectively referred to as derivatives), and for hedging activ-ities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. FASB Statement No. 133, as amended, says that a contract that is accounted for under either paragraph 4 of FASB Statement No. 110, or para-graph 12 of FASB Statement No. 35, as amended, is not subject to FASB State-ment No. 133. Those exceptions apply only to the party that accounts for the contract under FASB Statement Nos. 35 and 110. FASB Statement No. 138,

Accounting for Certain Derivative Instruments and Certain Hedging Activities,

addresses a limited number of issues causing implementation difficulties for numerous entities that apply FASB Statement No. 133.

Effective Date

The provisions of this guide are effective for audits of financial statements for plan years beginning after December 15, 1990. The provisions of this guide should also be applied in audits of financial statements for earlier plan years when such audits are performed concurrently with audits for plan years begin-ning after December 15, 1990.

Public Accounting Firms Registered With the PCAOB

Subject to the Securities and Exchange Commission (SEC) oversight, Section 103 of the Sarbanes-Oxley Act (Act) authorizes the Public Company Accounting Oversight Board (PCAOB) to establish auditing and related attestation, quality control, ethics, and independence standards to be used by registered public accounting firms in the preparation and issuance of audit reports as required by the Act or the rules of the SEC. Accordingly, public accounting firms registered with the PCAOB are required to adhere to all PCAOB standards in the audits of issuers, as defined by the Act, and other entities when prescribed by the rules of the SEC.

References to Professional Standards

In citing the professional standards, references are made to the AICPA

Pro-fessional Standards publication. In those sections of the guide where specific

PCAOB auditing standards are referred to, references are made to the AICPA's

PCAOB Standards and Related Rules publication. When referencing

profes-sional standards, this guide cites section numbers and not the original state-ment number, as appropriate. For example, SAS No. 54 is referred to as AU section 317.

Applicability of Requirements of the

Sarbanes-Oxley Act of 2002

Publicly held companies and other issuers (see definition below) are subject to the provisions of the Act. Their outside auditors are also subject to the provi-sions of the Act and to the rules and standards issued by the PCAOB.

Presented below is a summary of certain key areas addressed by the Act, the SEC, and the PCAOB that are particularly relevant to the preparation and issuance of an issuer's financial statements and the preparation and issuance of an audit report on those financial statements. However, the provisions of the

Act, the regulations of the SEC, and the rules and standards of the PCAOB are numerous and are not all addressed in this section or in this guide.

Definition of an Issuer

The Act states that the term issuer means an issuer (as defined in section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 78c)), the securities of which are registered under section 12 of that Act (15 U.S.C. 78l), or that is required to file reports under section 15(d) (15 U.S.C. 78o(d)), or that files or has filed a registration statement that has not yet become effective under the Securities Act of 1933 (15 U.S.C. 77a et seq.), and that it has not withdrawn.

Issuers, as defined by the Act, and other entities when prescribed by the rules of the SEC (collectively referred to in this guide as issuers or issuer) and their public accounting firms (who must be registered with the PCAOB) are subject to the provisions of the Act, implementing SEC regulations, and the rules and standards of the PCAOB, as appropriate.

Non issuers are those entities not subject to the Act or the rules of the SEC.

Guidance for Issuers

Management Assessment of Internal Control

As directed by Section 404 of the Act, the SEC adopted final rules requiring companies subject to the reporting requirements of the Securities Exchange Act of 1934, other than registered investment companies and certain other entities, to include in their annual reports a report of management on the company's internal control over financial reporting.

Guidance for Auditors

The Act mandates a number of requirements concerning auditors of issuers, in-cluding mandatory registration with the PCAOB, the setting of auditing stan-dards, inspections, investigations, disciplinary proceedings, prohibited activ-ities, partner rotation, and reports to audit committees, among others. The PCAOB continues to establish rules and standards implementing provisions of the Act concerning the auditors of issuers.

Applicability of Generally Accepted Auditing Standards and

Public Company Accounting Oversight Board Standards

The Act authorizes the PCAOB to establish auditing and related attestation, quality control, ethics, and independence standards to be used by registered public accounting firms in the preparation and issuance of audit reports for en-tities subject to the Act or the rules of the SEC. Accordingly, public accounting firms registered with the PCAOB are required to adhere to all PCAOB stan-dards in the audits of issuers, as defined by the Act, and other entities when prescribed by the rules of the SEC.

For those entities not subject to the Act or the rules of the SEC, the preparation and issuance of audit reports remain governed by GAAS as issued by the ASB.

Select PCAOB Developments

On May 24, 2007, the PCAOB adopted Auditing Standard No. 5, An Audit of

Internal Control Over Financial Reporting That Is Integrated with An Audit of Financial Statements (AICPA, PCAOB Standards and Related Rules, Rules

of the Board, "Standards"), and an independence rule relating to the auditor's provision of internal control-related nonaudit services. Auditing Standard No. 5 supersedes PCAOB Auditing Standard No. 2, An Audit of Internal Control

Over Financial Reporting Performed in Conjunction with an Audit of Financial Statements (AICPA, PCAOB Standards and Related Rules, Rules of the Board,

"Standards"). The SEC approved the standard on July 25, 2007 and it is effective for audits of internal control over financial reporting required by the Act for fiscal years ending on or after November 15, 2007. Earlier adoption is permitted at any point after SEC approval.

Auditing Standard No. 5 is principles-based and is designed to increase the likelihood that material weaknesses in internal control will be found before they result in material misstatement of a company's financial statements and, at the same time, eliminate procedures that are unnecessary. It focuses the auditor on the procedures necessary to perform a high quality audit and makes the audit scalable so it can change to fit the size and complexity of any company. Readers should refer to the PCAOB Web site at www.pcaob.org for more information.

Major Existing Differences Between GAAS

and PCAOB Standards

The major differences between GAAS and PCAOB standards are described in both part I of volume I of the AICPA Professional Standards and in part I of the AICPA publication titled PCAOB Standards and Related Rules.

TABLE OF CONTENTS

Chapter Paragraph

1 Introduction and Background .01-.27

Financial Accounting and Reporting Standards . . . .10-.11

Governmental Regulations . . . .12-.18

Reporting and Disclosure Requirements . . . .13-.16

Audit Requirements . . . .17-.18

Operation and Administration . . . .19-.25

Accounting Records . . . .26-.27

2 Accounting and Reporting by Defined Benefit Pension Plans .01-.71

Cash Balance Plans . . . .04

Regulatory Reporting Requirements . . . .05-.06

Financial Statements . . . .07-.09

Fair Value Measurements . . . .10-.26

Definition of Fair Value . . . .12-.17

Valuation Techniques . . . .18-.20

The Fair Value Hierarchy . . . .21-.24

Disclosures . . . .25

Fair Value Option . . . .26

Net Assets Available for Benefits . . . .27-.41

Investments . . . .27-.36

Contributions . . . .37-.38

Operating Assets . . . .39-.40

Accrued Liabilities . . . .41

Changes in Net Assets Available for Benefits . . . .42

Accumulated Plan Benefits . . . .43-.46

Changes in Accumulated Plan Benefits . . . .47

Additional Financial Statement Disclosures . . . .48-.66

Risks and Uncertainties . . . .63-.66

Terminating Plans . . . .67-.71

3 Accounting and Reporting by Defined Contribution Plans .01-.69

Regulatory Reporting Requirements . . . .06-.08

Financial Statements . . . .09-.11

Fair Value Measurements . . . .12-.28

Definition of Fair Value . . . .14-.19

Valuation Techniques . . . .20-.22

The Fair Value Hierarchy . . . .23-.26

Disclosures . . . .27

Chapter Paragraph

3 Accounting and Reporting by Defined Contribution

Plans—continued

Net Assets Available for Benefits . . . .29-.48

Investments . . . .29-.34

Accounting for Fully Benefit-Responsive Investment

Contracts . . . .35-.38 Participant-Directed Investments . . . .39 Securities Lending . . . .40-.44 Contributions Receivable . . . .45 Operating Assets . . . .46-.47 Accrued Liabilities . . . .48

Changes in Net Assets Available for Benefits . . . .49-.50

Additional Financial Statement Disclosures . . . .51-.61

Risks and Uncertainties . . . .58-.61

Employee Stock Ownership Plans . . . .62-.63

403(b) Plans or Arrangements . . . .64-.65

Terminating Plans . . . .66-.69

4 Accounting and Reporting by Health and Welfare Benefit Plans .01-.110

Scope . . . .03-.13

Background . . . .14-.17

Arrangements With Insurance Companies . . . .18-.23

Financial Statements of Defined-Benefit Health

and Welfare Plans . . . .24-.26

Financial Statements of Defined-Contribution Health

and Welfare Plans . . . .27-.28

ERISA Reporting Requirements . . . .29

Fair Value Measurements . . . .30-.46

Definition of Fair Value . . . .32-.37

Valuation Techniques . . . .38-.40

The Fair Value Hierarchy . . . .41-.44

Disclosures . . . .45

Fair Value Option . . . .46

Statement of Net Assets Available for Benefits . . . .47-.68

Investments . . . .47-.61

Contributions Receivable . . . .62

Deposits With and Receivables From Insurance

Companies and Other Service Providers . . . .63-.65

Operating Assets . . . .66-.67

Accrued Liabilities . . . .68

Statement of Changes in Net Assets Available for Benefits . . . . .69-.70

Benefit Obligations . . . .71-.87

Claims . . . .73-.74

Premiums Due Under Insurance Arrangements . . . .75-.77

Accumulated Eligibility Credits . . . .78

Chapter Paragraph

4 Accounting and Reporting by Health and Welfare Benefit

Plans—continued

Medicare Prescription Drug, Improvement and

Modernization Act of 2003 . . . .88

Postemployment Benefits . . . .89-.91

Changes in Benefit Obligations . . . .92-.93

Additional Financial Statement Disclosures . . . .94-.103

Risks and Uncertainties . . . .100-.103 Terminating Plans . . . .104-.107 Voluntary Employee Beneficiary Associations . . . .108-.110

5 Planning and General Auditing Considerations .01-.127

Overview . . . .01

Planning and Other Auditing Considerations . . . .02-.38

Audit Scope . . . .04-.07

The Auditor’s Responsibilities Under Generally

Accepted Auditing Standards . . . .08-.09

Planned Scope and Timing of the Audit . . . .10-.14

Other Applicable Auditing Guidance . . . .15-.19

Engagement Letter . . . .20

Audit Planning . . . .21-.26

Communication and Coordination . . . .27

Audit Risk . . . .28-.31

Planning Materiality . . . .32-.38

Use of Assertions in Obtaining Audit Evidence . . . .39-.41

Understanding the Entity, Its Environment, Including

Its Internal Control . . . .42-.63

Risk Assessment Procedures . . . .45-.54

Discussion Among the Audit Team . . . .55

Understanding of the Entity and Its Environment . . . .56-.61

Understanding of Internal Control . . . .62-.63

Assessment of Risks of Material Misstatement and

the Design of Further Audit Procedures . . . .64-.77

Assessing the Risks of Material Misstatement . . . .65-.69

Designing and Performing Further Audit Procedures . . . .70-.77

Evaluating Misstatements . . . .78-.79

Audit Documentation . . . .80-.87

Audit Documentation (PCAOB Auditing Standard No. 3) . . . .88

Initial Audits of the Plan . . . .89-.90

Consideration of Fraud in a Financial Statement Audit . . . .91-.114

The Importance of Exercising Professional Skepticism . . . .94

Discussion Among Engagement Personnel Regarding

the Risks of Material Misstatement Due to Fraud . . . .95

Obtaining the Information Needed to Identify

Chapter Paragraph

5 Planning and General Auditing Considerations—continued

Identifying Risks That May Result in a Material

Misstatement Due to Fraud . . . .99-.104

Responding to the Results of the Assessment . . . .105

Evaluating Audit Evidence . . . .106-.107 Responding to Misstatements That May Be the

Result of Fraud . . . .108-.110 Communicating About Possible Fraud to Management,

the Plan Administrative Committee, the Audit

Committee, and Others . . . .111

Documenting the Auditor’s Consideration of Fraud . . . .112

Practical Guidance . . . .113-.114

Transactions Processed by Independent Organizations . . . .115

Transactions Processed by Outside Service

Organizations . . . .115

Party in Interest and Related Party Transactions . . . .116-.122

Illegal Acts . . . .123

Accounting Estimates . . . .124-.125 Going Concern Considerations . . . .126-.127

6 Internal Control .01-.32

Understanding Internal Control . . . .08-.12

Service Organization and Using SAS No. 70 Reports . . . .13-.26

Documentation . . . .27

Communicating Internal Control Related Matters

(For Audits of Non-Issuers Only) . . . .28-.31

Significant Deficiencies (For Audits of Issuers Only,

Such as Form 11-K Audits) . . . .32

7 Auditing Investments .01-.69

Background . . . .01-.06

Internal Control . . . .07-.10

Trusteed Assets . . . .11-.31

Auditing Objectives . . . .15

General Auditing Procedures . . . .16

Discretionary Trusts . . . .17-.19

Investments in Common or Collective Trusts . . . .20-.22

Mutual Funds . . . .23-.26

Omnibus Accounts . . . .27

Master Trusts and Similar Vehicles . . . .28-.31

Contracts With Insurance Companies . . . .32-.53

Deposit Administration Contracts . . . .38-.40

Immediate Participation Guarantee Contracts . . . .41

Investment Arrangements With Insurance Companies . . . .42-.48

Auditing Objectives . . . .49

Chapter Paragraph

7 Auditing Investments—continued

Participant Loans . . . .54-.55

Derivatives and Hedging Activities . . . .56-.58

Other Investments . . . .59-.60

Self-Directed Accounts . . . .61-.63

Separately Managed Accounts . . . .64

Limited-Scope Auditing Procedures . . . .65-.69 8 Auditing Contributions Received and Related Receivables .01-.08 Auditing Objectives . . . .02

Auditing Procedures . . . .03-.06 Defined Benefit Plans . . . .05

Defined Contribution Plans . . . .06

Rollover Contributions . . . .07

Health and Welfare Plans—Other Receivables . . . .08

9 Auditing Benefit Payments .01-.06 Auditing Objectives . . . .02

Auditing Procedures . . . .03-.06 10 Auditing Participant Data, Participant Allocations, and Plan Obligations .01-.40 Participant Data and Allocations . . . .01-.22 Multiemployer Plans . . . .08-.10 Defined Benefit Plans . . . .11-.12 Cash Balance Plans . . . .13

Defined Contribution Plans . . . .14-.16 Defined Contribution Plans—Allocation Testing . . . .17-.20 Health and Welfare Benefit Plans . . . .21-.22 Plan Obligations . . . .23-.40 Defined Benefit Plans . . . .24-.26 Using the Work of an Actuary . . . .27-.32 Health and Welfare Benefit Plans . . . .33-.40 11 Party in Interest Transactions .01-.21 In-House Asset Manager (INHAM) Class Exemption . . . .04-.07 Party in Interest Transactions . . . .08-.12 Prohibited Transactions . . . .13-.16 Implications for Audit . . . .17

Effect on the Auditor’s Report . . . .18-.20 Communication With Responsible Parties . . . .21

Chapter Paragraph

12 Other Auditing Considerations .01-.46

Plan Tax Status . . . .01-.06

Unrelated Business Income Tax . . . .04-.05

FASB Interpretation No. 48 . . . .06

Commitments and Contingencies . . . .07-.09

Cash Balances . . . .10

Notes Payable—Employee Stock Ownership Plan . . . .11-.12

Administrative Expenses . . . .13-.14

Subsequent Events . . . .15

Plan Mergers . . . .16-.19

Terminating Plans . . . .20-.21

Changes in Service Providers . . . .22

Changes in Actuaries . . . .23

Plan Representations . . . .24-.25

Confidentiality or Indemnification Agreements . . . .26

SEC Reporting Requirements . . . .27-.31

Form 5500 . . . .32-.34

Reports Issued Prior to Form 5500 Filing . . . .35-.36

Access to Auditors’ Workpapers . . . .37

Communication With Those Charged With Governance . . . .38-.46

Significant Findings From the Audit . . . .40-.46

13 The Auditor’s Report .01-.46

The Auditor’s Standard Report . . . .02-.07

Defined Benefit Plans . . . .03

Illustration of Auditor’s Report on Financial Statements of Defined Benefit Plan Assuming End-of-Year Benefit

Information Date . . . .04

Illustration of Auditor’s Report on Financial Statements of Defined Benefit Plan Assuming Beginning-of-Year Benefit

Information Date . . . .05

Defined Contribution Plans . . . .06

Health and Welfare Benefit Plans . . . .07

Supplemental Schedules Relating to ERISA and DOL

Regulations . . . .08-.18

Form 11-K Filings . . . .19

Non-GAAP-Basis Financial Statements . . . .20-.23

Accumulated Plan Benefits—GAAP Departures and

Changes in Accounting Estimates . . . .24-.25

Limited-Scope Audits Under DOL Regulations . . . .26-.31

Limited-Scope Audit in Prior Year . . . .28

Limited-Scope Audit in Current Year . . . .29

Initial Limited-Scope Audit in Current Year, Prior Year

Limited-Scope Audit Performed by Other Auditors . . . .30

Chapter Paragraph

13 The Auditor’s Report—continued

Audit of Multiemployer Pension Plan With Scope

Limitation . . . .32

Reporting on the Financial Statements of a Trust

Established Under a Plan . . . .33

Nonreadily Marketable Investments . . . .34-.38

Reference to the Work of Other Auditors . . . .39

Reporting Separate Investment Fund Information . . . .40

Terminating Plans . . . .41-.42

Initial Audits of Plans . . . .43-.46

Appendix

A ERISA and Related Regulations

B Examples of Controls

C Excerpt From FASB Statement No. 35, Accounting and Reporting by Defined

Benefit Pension Plans

D Illustration of Financial Statements: Defined Benefit Pension Plan

E Illustrations of Financial Statements: Defined Contribution Plans

F Illustrations of Financial Statements: Employee Health and Welfare

Benefit Plans

G Summary of Objectives, Procedures, and Other Considerations for

Auditing Investments

H Consideration of Fraud in a Financial Statement Audit

I Excerpt From Statement of Position 94-4: Reporting of Investment

Contracts Held by Health and Welfare Benefit Plans and Defined-Contribution Pension Plans, as Amended

J Statement of Position 99-2, Accounting for and Reporting of Postretirement

Medical Benefit (401(h)) Features of Defined Benefit Pension Plans

K Statement of Position 01-2, Accounting and Reporting by Health and Welfare

Benefit Plans

L Accounting and Disclosure Requirements for Single Employer and

Multiemployer Employee Benefit Plans Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003

M Comparison of Key Provisions of the Audit Risk Standards to

Previous Standards

N Schedule of Changes Made to the Text From the Previous Edition

Chapter 1

Introduction and Background

*

1.01 The purpose of this guide is to provide guidance on accounting,

audit-ing, and reporting on the financial statements of employee benefit plans (plans). This guide applies to defined benefit pension plans, defined contribution pension plans, and defined benefit and defined contribution health and welfare benefit plans. In the United States, there are nearly 680,000 private pension plans and 6 million health and welfare plans. The private pension plans alone cover more than 117 million participants and include assets of more than $4.8 trillion.

1.02 This guide applies to audits of financial statements and

supplemen-tal schedules, as applicable, of plans that are subject to the financial report-ing requirements of the Employee Retirement Income Security Act of 1974 (ERISA), as well as to those that are not. The recommendations contained in this guide apply to the financial statements of plans sponsored by commer-cial or not-for-profit private sector entities. The accounting provisions of this guide are not intended to apply to governmental employee benefit plans. The accounting for those plans is prescribed by Governmental Accounting Stan-dards Board (GASB) Statement No. 25, Financial Reporting for Defined Benefit

Pension Plans and Note Disclosures for Defined Contribution Plans, and No.

26, Financial Reporting for Postemployment Healthcare Plans Administered by

Defined Benefit Pension Plans; however, portions of the guide may be useful to

auditors of those plans. The guide discusses accounting, auditing, and reporting for ongoing and terminated plans. A plan is the reporting entity as defined un-der ERISA and Financial Accounting Standards Board (FASB) Statement No. 35, Accounting and Reporting by Defined Benefit Pension Plans, as amended by FASB Statement No. 110, Reporting by Defined Benefit Pension Plans of

Invest-ment Contracts. Although this guide does not specifically discuss accounting,

auditing, and reporting for employee benefit trusts as separate entities, it may be useful to auditors reporting on employee benefit trusts.

1.03 The guidance presented is not all-inclusive, but rather is limited

gen-erally to matters that warrant special emphasis or that experience has indicated may be useful. This guide is based on the assumption that the readers are gen-erally expert in accounting and auditing and focuses on specific problems of auditing, accounting, and reporting with respect to the financial statements of employee benefit plans. Accordingly, the guide does not discuss the application

of all generally accepted accounting principles (GAAP)1_{and auditing standards}

as they pertain to the auditing of such financial statements. The nature, timing, and extent of auditing procedures are matters of professional judgment and will vary according to the size of the plan, the plan operations and administrative structure, the auditor's assessment of the level of risk, and other factors. The in-dependent auditor is also expected to be familiar with applicable governmental laws and regulations.

1.04 The Securities and Exchange Commission (SEC) requires employee

stock purchase, savings and similar plans with interests that constitute *_{Refer to the preface of this guide for important information about the applicability of the}

pro-fessional standards to audits of issuers and non-issuers (see definitions in the preface).

1_{All references made in this guide to generally accepted accounting principles (GAAP) and}

auditing standards relate to accounting principles and auditing standards generally accepted in the United States of America.

securities registered under the Securities Act of 1933 to file Form 11-K† pur-suant to Section 15(d) of the Securities Exchange Act of 1934. Plans that are required to file Forms 11-K are deemed to be issuers under the Sarbanes-Oxley Act and must submit to the SEC an audit in accordance with the auditing and related professional practice standards promulgated by the Public Company

Accounting Oversight Board (PCAOB).‡The PCAOB had adopted as interim

standards, on an initial, transitional basis, the AICPA generally accepted au-diting standards (GAAS) in existence on April 16, 2003. Certain of these in-terim standards were amended in September 2004 by PCAOB Release 2004-008, Conforming Amendments To PCAOB Interim Standards Resulting From

the Adoption of PCAOB Auditing Standard No. 2, "An Audit of Internal Control Over Financial Reporting Performed in Conjunction With An Audit Of Finan-cial Statements"||_{and in July 2007 by PCAOB Release No. 2007-005A, Auditing}

Standard No. 5, An Audit of Internal Control Over Financial Reporting That Is Integrated with An Audit of Financial Statements and Related Independence Rules And Conforming Amendments. PCAOB Auditing Standard No. 5, An Au-dit of Internal Control Over Financial Reporting That Is Integrated with An Audit of Financial Statements (AICPA, PCAOB Standards and Related Rules,

Rules of the Board, "Standards"), supersedes Auditing Standard No. 2. Audit-ing Standard No. 5 was approved by the SEC on July 25, 2007 and is effective for audits of fiscal years ending on or after November 15, 2007.

1.05 Form 11-K does not require a Sarbanes-Oxley Act of 2002 Section 302

(Corporate Responsibility for Financial Reports) certification. Although the rule is silent regarding Section 404 (Management Assessment of Internal Controls) reports on Form 11-K, the SEC staff has agreed that because Form 11-K filers are not subject to Item 308 of Regulation S-K, the Form 11-K need not include

a 404 report.#_{Accordingly, this guide does not reflect PCAOB Auditing}

Stan-dard No. 5 except to reflect certain conforming amendments found in PCAOB Release 2004-008, and PCAOB Release 2007-005A. Certain of the provisions in PCAOB Release 2004-008 and PCAOB Release 2007-005A are relevant to situations in which an auditor is engaged solely to audit a company's finan-cial statements and not just when performing an integrated audit of finanfinan-cial statements and internal control over financial reporting. Therefore, certain of the conforming amendments are reflected in this guide. This guide will discuss if PCAOB standards are more restrictive than GAAS. See paragraph 12.30 for a summary of where PCAOB auditing standards are discussed in this guide.

1.06 See the PCAOB Web site www.pcaobus.org for a complete listing of

PCAOB auditing standards and consider PCAOB standards issued subsequent to those covered in the guide.

1.07 Defined benefit pension plans provide a promise to pay to participants

specified benefits that are determinable and are based on such factors as age,

†_{Or other applicable Securities and Exchange Commission (SEC) filings, such as the Form}

10-K/A.

‡_{In December 2005, page 59 in the SEC Accounting and Disclosure Issues provided guidance}

regarding the pre-approval of audits of employee benefit plans. To view the entire document, see the Web site www.sec.gov/divisions/corpfin/acctdis120105.pdf.

||_{See the PCAOB Web site at www.pcaobus.org for information about the effective date of these}

conforming amendments.

#_{This information was taken from the Center for Audit Quality (CAQ) SEC Regulations}

Com-mittee highlights. Be alert to changes in this position by monitoring the SEC Regulations ComCom-mittee Web site at https://thecaq.aicpa.org/NR/exeres/43A59525-0DD0-4E87-8B2B-F7D900AC5A5F.htm.

years of service, and compensation. These plans, which are discussed in more detail in chapter 2, include cash balance plans, and pension equity plans.

1.08 Defined contribution pension plans provide an individual account for

each participant and provide benefits that are based on (a) amounts contributed to the participant's account by the employer or employee, (b) investment expe-rience, and (c) any forfeitures allocated to the account, less any administrative expenses charged to the plan. These plans, which are discussed in more de-tail in chapter 3, include (a) profit-sharing plans, (b) money purchase pension plans, (c) stock bonus and employee stock ownership plans (ESOPs), (d) thrift or savings plans including 401(k) and 403(b) arrangements, and (e) certain target benefit plans.

1.09 Health and welfare benefit plans, which are discussed in more detail

in chapter 4, include plans that provide (a) medical, dental, visual, psychi-atric, or long-term health care; severance benefits; life insurance; accidental death or dismemberment benefits; (b) unemployment, disability, vacations or holiday benefits; and (c) apprenticeships, tuition assistance, day-care, housing subsidies, or legal services benefits. Health and welfare benefit plans may be ei-ther defined-benefit or defined-contribution plans, as explained in the following paragraphs and in more detail in chapter 4:

a. Defined-benefit health and welfare plans specify a determinable

benefit, which may be in the form of reimbursement to the covered plan participant or a direct payment to providers or third party insurers for the cost of specified services.

b. Defined-contribution health and welfare plans maintain an

individ-ual account for each plan participant. Such plans have provisions that specify the means of determining the contributions to partici-pants' accounts, rather than the amount of benefits the participants are to receive.

Financial Accounting and Reporting Standards

1.10 FASB Statement No. 35, issued in March 1980, established

stan-dards of financial accounting and reporting for financial statements of defined benefit pension plans but did not establish standards for defined contribution or health and welfare benefit plans. This Audit and Accounting Guide provides guidance on certain accounting, auditing, and reporting matters considered unique to employee benefit plans, including defined contribution and health and welfare benefit plans. The following table summarizes the additional accounting standards that are specific to employee benefit plans and where in this guide the applicable guidance has been incorporated:

Accounting Standard Affects or Affected by

Location in Guide

SOP 92-6, Accounting and

Reporting by Health and Welfare Benefit Plans

(AICPA, Technical Practice

Aids, ACC sec. 10,530)

[Issued August 1992]

Amended by:

•

•

•

SOP 94-4-1

Integrated into chapter 4

Accounting Standard Affects or Affected by

Location in Guide

SOP 94-4, Reporting of

Investment Contracts Held by Health and Welfare Benefit Plans and Defined-Contribution Pension Plans (AICPA, Technical Practice Aids, ACC

sec. 10,620)

[Issued September 1994]

Amended by:

•

•

SOP 94-4-1

Integrated into chapters 3–4, and 7

SOP 99-2, Accounting for and

Reporting of Postretirement Medical Benefit (401(h)) Features of Defined Benefit Pension Plans (AICPA, Technical Practice Aids, ACC

sec. 10,780) [Issued July 1999]

Amends:

•

guide Integrated into chapters 2 and 4, and appendixes D and F

SOP 99-3, Accounting for

and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters (AICPA, Technical Practice Aids, ACC

sec. 10,790) [Issued September 1999] Amends:

•

•

•

•

SOP 01-2, Accounting and

Reporting by Health and Welfare Benefit Plans

(AICPA, Technical Practice

Aids, ACC sec. 10,830)

[Issued April 2001]

Amends:

•

•

Integrated into chapter 4 and appendix F

FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully

Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and

Defined-Contribution Health and Welfare and Pension Plans

[Issued December 2005]

Amends:

•

•

•

133

Integrated into chapters 3–4, and appendix E

2_{The title of AICPA Practice Bulletin No. 12 was Reporting Separate Investment Fund Option}

1.11 Employee benefit plans that are subject to ERISA are required to

report certain information annually to federal government agencies—that is, U.S. Department of Labor (DOL), IRS, Pension Benefit Guaranty Corporation (PBGC)—and to provide summarized information to plan participants. For many plans, the information is reported to the DOL on Form 5500, Annual

Return/Report of Employee Benefit Plan, which includes financial statements

prepared in conformity with GAAP and certain supplemental schedules (for example, Schedule H, line 4i—Schedule of Assets (Held at End of Year) and Schedule H, line 4j—Schedule of Reportable Transactions).

Governmental Regulations

1.12 Various provisions of the Internal Revenue Code (IRC) affect

em-ployee benefit plans and trusts established pursuant to emem-ployee benefit plans. If an employee benefit plan and its underlying trust qualify under section 401(a) of the IRC, certain tax benefits are available, including (a) current tax deduc-tions by plan sponsors for contribudeduc-tions, subject to certain limitadeduc-tions; (b) defer-ment of income to participants until the benefits are distributed; (c) exemption of the trust from income taxes, other than tax on unrelated business income; and (d) favorable tax treatment of certain benefit distributions to participants or their estates. Special rules apply to nonqualified plans and trusts depending on whether the plan is funded or unfunded. Generally, qualified plans provide benefits to relatively broad groups of employees, whereas nonqualified plans provide benefits to only a few key employees and may not be currently funded. Generally, ERISA preempts state laws and regulations (see discussion of ERISA in appendix A).

Reporting and Disclosure Requirements

1.13 ERISA provides for substantial federal government oversight of the

operating and reporting practices of employee benefit plans. In addition to es-tablishing extensive reporting requirements for covered plans, ERISA estab-lishes minimum standards for participation, vesting, and funding for defined benefit and defined contribution plans sponsored by private entities. It also es-tablishes standards of fiduciary conduct and imposes specific restrictions and responsibilities on fiduciaries.

1.14 Under ERISA, the DOL and the IRS have the authority to issue

reg-ulations covering reporting and disclosure requirements and certain admin-istrative responsibilities. The PBGC guarantees participants in most defined benefit pension plans against the loss of certain pension benefits if the plan terminates, and it administers terminated plans in certain circumstances.

1.15 Appendix A describes which plans are covered by ERISA and

perti-nent provisions of ERISA and related reporting and disclosure regulations is-sued by the DOL. Additional guidance concerning the effects of the IRC, ERISA, and related regulations on the operating and reporting practices of employee benefit plans is discussed throughout this guide.

1.16 Section 104(a)(4) of ERISA describes the power of the DOL to reject

reports, and section 104(a)(5) of the statute grants the Secretary of Labor the authority to retain an independent auditor, if necessary, after having rejected a filing. Additionally, section 107 of ERISA requires "persons" who have to file any report or certify any information required under ERISA to maintain records (for example, vouchers, worksheets, receipts and applicable resolutions)

on matters of which disclosures are required and keep such records available for examination for a period of not less than six years. The DOL interprets this section of ERISA to include all working papers supporting audits of employee benefit plans. Section 502(c)(2) of ERISA describes the substantial penalties that may be assessed by the DOL (see appendix A).

Audit Requirements

1.17 ERISA contains a requirement for annual audits of plan financial

statements by an independent qualified public accountant. Generally, plans with 100 or more participants (see appendix A) are subject to the audit require-ment. The independent auditor's objective and responsibility, under GAAS, are to express an opinion on whether the financial statements are fairly presented in conformity with GAAP, and that the related supplemental information is presented fairly, in all material respects, when considered in conjunction with the financial statements taken as a whole. The opinion should include an identi-fication of the United States of America as the country of origin of the account-ing principles used to prepare the financial statements and of the auditaccount-ing standards the auditor followed in performing the audit. Although the audit re-quirement under ERISA is an important part of the total process designed to protect plan participants, a GAAS audit is not designed to ensure compliance with ERISA's provisions. Under the law, plan administrators, the IRS and the DOL have responsibility to ensure such compliance. The annual report and the financial statements prepared by the plan administrator and the independent auditor's report all contribute to the monitoring activities of these parties and agencies. An audit is an important discipline on the financial information re-ported by the plan administrator, but it does not ensure compliance with all legislative and regulatory requirements.

1.18 Subject to the SEC oversight, Section 103 of the Sarbanes-Oxley Act

(Act) authorizes the PCAOB to establish auditing and related attestation, qual-ity control, ethics, and independence standards to be used by registered public accounting firms in the preparation and issuance of audit reports as required by the Act or the rules of the Commission. Accordingly, public accounting firms registered with the PCAOB are required to adhere to all PCAOB standards in the audits of issuers, as defined by the Act, and other entities when prescribed by the rules of the Commission. Generally, plans that are required to file Form 11-K would be considered issuers. See the "SEC Reporting Requirements" sec-tion in chapter 12 of this guide for guidance on Form 11-K filings.

Operation and Administration

1.19 Employee benefit plans vary by basic type (defined benefit pension

plans, defined contribution plans, and defined benefit and defined contribution health and welfare benefit plans) and by basic operating and administrative characteristics. Employee benefit plans may be single employer plans or

mul-tiemployer plans.3_{The most distinguishing characteristic between single}

em-ployer plans and multiemem-ployer plans is administration. Single emem-ployer plans are generally established by the management of one employer (or a controlled 3_{ERISA defines the term multiemployer plan as a plan to which more than one employer is}

required to contribute, that is maintained pursuant to one or more collective bargaining agreements between one or more employee organizations and more than one employer, and that satisfies other requirements that may be prescribed by DOL regulations. As used in this guide, the term single employer plan may include plans with more than one employer under common control.