scope exceptions and superseded subtopics

Broad Transactions18

1. 810-10Overall810 Consolidation

   ASC 810-10 sets out the pervasive framework for determining whether one reporting entity must consolidate another legal entity, and it is organized into three Subsections: General (voting interest model), Variable Interest Entities (VIE model), and Consolidation of Entities Controlled by Contract. Consolidation is required when a reporting entity has a "controlling financial interest" — usually ownership of a majority voting interest (or, for limited partnerships, a majority of kick-out rights through voting interests) under the General Subsections, or, for a VIE, both power over the activities that most significantly impact the VIE's economic performance and exposure to potentially significant losses/benefits. A reporting entity must first test whether the other entity is a VIE (810-10-15-14); only if it is not does the voting-interest or contractual-control analysis apply.

2. 810-20Control of Partnerships and Similar Entities810 Consolidation

   ASC 810-20 formerly provided the consolidation model for limited partnerships and similar entities, addressing when a general partner controls a limited partnership (the "kick-out rights"/substantive participating rights analysis) and must consolidate it. Every paragraph in the subtopic — Sections 05, 15, 25, 45, and 55 — was superseded by ASU 2015-02 (Amendments to the Consolidation Analysis). Limited partnerships and similar entities are now evaluated under the general variable interest entity and voting interest models in Subtopic 810-10 and, for equity method purposes, 323-30.

3. 810-30Research and Development Arrangements810 Consolidation

   ASC 810-30 tells a sponsor how to account for a research and development arrangement in which the sponsor funds 100% of the R&D activities — typically by capitalizing a new entity (Newco) with cash and technology rights, spinning off Newco's Class A common stock to the sponsor's shareholders, and retaining a purchase option and nominal Class B shares. The sponsor reclassifies the contributed cash as restricted cash, recognizes R&D expense as the activities are performed, and records the Class A distribution as a dividend at the fair value of that stock. The Class A stock is presented as noncontrolling interest classified in equity but separate from the parent's equity, and exercise of the purchase option is accounted for like an acquisition of a noncontrolling interest.

4. 810-910Contractors—Construction810 Consolidation

   This Subtopic addresses consolidation issues for construction contractors, principally the availability of proportionate gross presentation for investments in unincorporated entities (such as construction joint ventures) that are accounted for under the equity method. Per 810-910-45-1, referencing 810-10-45-14, proportionate gross presentation is generally prohibited for equity-method investments in unincorporated legal entities, but an exception exists when the investee operates in the construction industry (or an extractive industry). Its scope follows that of Subtopic 910-10 (see 910-10-15).

5. 810-915Development Stage Entities810 Consolidation

   ASC 810-915 was the intersection subtopic that applied the consolidation guidance of Topic 810 to development stage entities (entities devoting substantially all efforts to establishing a new business without significant revenue). Every paragraph in this subtopic — including its scope, overview, and subsequent measurement guidance — was superseded by Accounting Standards Update No. 2014-10, which eliminated the concept of a development stage entity from U.S. GAAP. There is therefore no remaining substantive guidance here; consolidation of such entities is analyzed solely under the general Topic 810 model.

6. 810-930Extractive Activities—Mining810 Consolidation

   This Subtopic addresses when a mining entity may use proportionate consolidation — presenting its pro rata share of an investee's assets, liabilities, revenues, and expenses on a gross basis rather than as a one-line equity method investment. Proportionate consolidation is permitted only where it has been established industry practice, and for extractive activities it is limited to unincorporated legal entities whose activities are confined to the extraction of mineral resources. Entities engaged in refining, marketing, or transporting extracted minerals are not "in an extractive industry" for this purpose.

7. 810-932Extractive Activities—Oil and Gas810 Consolidation

   This Subtopic permits proportionate consolidation (a proportionate gross presentation of assets, liabilities, revenues, and expenses) for oil and gas ventures, an exception to the general rule that equity method investments in unincorporated entities are presented on a one-line basis. It applies only where proportionate consolidation is established industry practice, and the oil and gas industry is such an industry.

8. 810-940Financial Services—Brokers and Dealers810 Consolidation

   This Subtopic gives the industry-specific consolidation guidance for brokers and dealers in securities. Its single substantive rule is a presentation exception: a broker-dealer parent within the scope of Topic 940 does not consolidate a majority-owned subsidiary in which it has a controlling financial interest (and that is not a variable interest entity) when control is likely to be temporary (810-940-45-1, cross-referencing 810-10-15-10(a)(2)).

9. 810-942Financial Services—Depository and Lending810 Consolidation

   This Subtopic tells bank holding companies how to present trust-preferred securities structures. Because the sponsoring bank holds no variable interest in the special-purpose trust, it cannot be the trust's primary beneficiary and does not consolidate it (810-942-55-2). Instead, the bank reports the subordinated debentures it issued to the trust as debt on its balance sheet, and accounts for its holding of the trust's common securities under the equity method (810-942-45-1).

10. 810-946Financial Services—Investment Companies810 Consolidation

    This Subtopic tells an investment company (as defined in Topic 946) when consolidation applies. The general rule: an investment company does not consolidate an investee that is not itself an investment company, even if it holds a controlling financial interest; instead that interest is measured at fair value under Subtopic 946-320. The one exception is a controlling financial interest in an operating entity that provides services to the investment company (e.g., an investment adviser or transfer agent), which must be consolidated.

11. 810-948Financial Services—Mortgage Banking810 Consolidation
12. 810-952Franchisors810 Consolidation

    ASC 810-952 was the franchisor-specific consolidation guidance within the Consolidation topic, addressing when a franchisor should consolidate a franchisee entity (typically under the variable interest entity model). Every paragraph in the subtopic — the overview, scope, and implementation guidance and illustrations — was superseded by Accounting Standards Update No. 2009-17. As a result, the subtopic contains no operative guidance; franchisors apply the general consolidation model in ASC 810-10.

13. 810-954Health Care Entities810 Consolidation

    This Subtopic routes health care entities to the right consolidation model depending on whether the reporting entity is investor-owned or a not-for-profit, business-oriented health care entity. Investor-owned providers apply the VIE Subsections first, then the General Subsections and the Consolidation of Entities Controlled by Contract Subsections of 810-10; NFP health care entities are exempt from the VIE model (unless used to circumvent it) and instead apply 810-10 General/controlled-by-contract guidance for for-profit investees and Subtopic 958-810 for relationships with other NFPs. It also treats sole corporate membership in an NFP as a controlling financial interest and requires malpractice trust funds to be included in the entity's financial statements.

14. 810-958Not-for-Profit Entities810 Consolidation

    This subtopic governs when a not-for-profit entity (NFP) must, may, or may not consolidate another entity. Control plus an economic interest is the organizing principle: a majority voting interest or sole corporate membership in another NFP requires consolidation; control through a majority voting interest in the other NFP's board plus an economic interest also requires consolidation; control by other means (e.g., contract) plus an economic interest permits but does not require consolidation; and control or an economic interest alone precludes consolidation. It also covers consolidation of special-purpose-entity lessors, consolidation of for-profit limited partnerships by NFP general or limited partners, and presentation and disclosure of noncontrolling interests.

15. 810-970Real Estate—General810 Consolidation

    ASC 810-970 gives real-estate-specific consolidation guidance layered on top of ASC 810-10. It explains when an investor controls a general or limited partnership that holds real estate (majority voting interest, or majority of profit/loss interests when voting interests are unclear), when substantive participating rights of other partners overcome the presumption of control, and when a noncontrolling investor instead uses the equity method. It also sets the five conditions that permit proportionate (undivided interest) presentation of an investment in real property.

16. 810-974Real Estate—Real Estate Investment Trusts810 Consolidation

    This narrow Subtopic deals with measurement issues for noncontrolling interests in certain real estate investment trusts (REITs). It contains almost no substantive guidance of its own: its scope simply mirrors Section 974-10-15, and its initial and subsequent measurement sections are essentially unused, with a single cross-reference pointing to Section 974-323-25 for how a REIT accounts for an investment in a service corporation.

17. 810-978Real Estate—Time-Sharing Activities810 Consolidation

    This Subtopic tells a time-sharing developer-seller how to account for special-purpose entities (SPEs) it establishes in connection with selling time-sharing intervals. If the SPE structure is legally required by the jurisdiction in order to sell intervals to nonresident customers and the SPE holds no assets other than the time-sharing intervals and has no debt, the SPE is viewed as lacking economic substance and existing solely to facilitate sales; the seller then reports the unsold interests in the SPE as time-sharing inventory on its balance sheet rather than applying consolidation or equity/cost method accounting. All other SPEs are evaluated under the normal consolidation, VIE, and investment models.

18. 810-980Regulated Operations810 Consolidation

    This Subtopic provides the consolidation guidance unique to entities with regulated operations. Its core rule is an exception to the normal requirement that intra-entity profit be eliminated in consolidation: profit on sales to a regulated affiliate need not be eliminated if the sales price is reasonable and it is probable that the rate-making process will produce future revenue approximately equal to that sales price from the affiliate's use of the products. Reasonableness is normally presumed when the regulator accepts or does not challenge the price.