Action Alert No. 03-49
December 11, 2003

NOTICE OF MEETINGS

OPEN BOARD MEETINGS

Wednesday, December 17, 2003, 8:30 a.m.

The Board meeting will begin at 8:30 a.m. instead of 9:00 a.m.

  1. Revenue recognition. The Board will discuss various issues related to “enforceable" rights and obligations as that term is utilized in the conceptual model for revenue recognition. (Estimated 60-minute discussion.)

  2. Modifications of Interpretation 46. The Board will continue redeliberating the proposed modifications to FASB Interpretation No. 46, Consolidation of Variable Interest Entities. (Estimated 60-minute discussion.)

  3. Business combinations: purchase method procedures (including combinations between mutual enterprises). The Board will discuss the following issues related to its project on combinations between mutual enterprises: (a) whether to provide guidance for determining the fair value of a mutual enterprise in the absence of active markets, (b) clarifications to the Board’s decisions related to the recognition of goodwill, (c) the effective date and transition provisions, and (d) the separate recognition of core deposits for credit unions. The Board also will consider whether to require disclosure of the basis for determining the fair value of the acquired business in all business combinations.

    Additionally, the staff will discuss with the Board its recommended next steps related to the issue of whether to expand the scope of this project to include both business combinations and “basket purchases" of assets (and related liabilities) as well as business combinations. (Estimated 60-minute discussion.)

  4. Fair value measurement. The Board will discuss clarifications to the fair value hierarchy and related issues. (Estimated 60-minute discussion.)

  5. Open discussion. If necessary, the Board will allow time to discuss minor issues with staff members on technical projects or administrative matters. Those discussions are held following regular Board meetings as topics come up.

Thursday, December 18, 2003, 8:30 a.m., if needed

The Board meeting will begin at 8:30 a.m. instead of 9:00 a.m.

The Board will continue discussing, if needed, topics from the December 17, 2003 Board meeting.

OPEN EDUCATION SESSION

No open education sessions are planned for the week of December 15, 2003.

OPEN MEETING WITH REPRESENTATIVES OF THE AMERICAN INSURANCE ASSOCIATION

Thursday, December 18, 2003, 1:00 p.m.

The Board will meet with representatives of the American Insurance Association’s Financial Management Issues Committee to discuss matters of mutual interest.

BOARD ACTIONS

The Board Actions are provided for the information and convenience of constituents who want to follow the Board’s deliberations. All of the conclusions reported are tentative and may be changed at future Board meetings. Decisions are included in an Exposure Draft for formal comment only after a formal written ballot. Decisions in an Exposure Draft may be (and often are) changed in redeliberations based on information provided to the Board in comment letters, at public hearings, and through other communication channels. Decisions become final only after a formal written ballot to issue a final Statement or Interpretation.

December 3, 2003 Board Meeting

Fair value measurement. The Board discussed whether to include fair value disclosures in the scope of the project. The Board agreed that the disclosure objective should be to provide information useful in assessing the extent to which recognized assets and liabilities are measured at fair value, the methods used to determine those measurements, and the effect of those measurements on earnings. The Board plans to discuss specific disclosure requirements consistent with that objective at a future meeting.

Business combinations: purchase method procedures. The Board discussed whether to modify the definition of a business in EITF Issue No. 98-3, “Determining Whether a Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business," which is used to determine whether a transaction represents a business combination that would be in the scope of the proposed Statement. The Board did not reach a decision but, rather, asked the staff to analyze two issues for discussion at a future meeting: (1) suggested modifications to the definition of a business in Issue 98-3 made by the Board and (2) the implications of an approach that would expand the scope of the proposed Statement to include both business combinations and “basket purchases" of assets (and related liabilities)—an approach that might eliminate or mitigate the need to refer to the definition of a business for the purpose of determining the scope of the proposed Statement.

The Board also discussed whether guidance is needed for the subsequent accounting for acquired in-process research and development (IPR&D) assets that are recognized as intangible assets as part of a business combination beyond that currently provided in existing literature. The Board decided to amend FASB Statement No. 142, Goodwill and Other Intangible Assets, to clarify that acquired IPR&D assets that are recognized as intangible assets as part of a business combination should be considered indefinite-lived until the completion or abandonment of the associated research and development efforts. At the point of completion, the reporting entity would make a separate determination of the useful life of the completed asset. Accordingly, prior to completion or abandonment, the acquired IPR&D assets would not be amortized and would be subject to the impairment review and testing provisions for indefinite-lived assets.

Financial instruments: liabilities and equity. The Board discussed various approaches to distinguish equity from liabilities and assets for simple financial instruments—options and forward contracts. The Board decided to pursue an approach that considers both liquidity (form of settlement and discretion) and whether an ownership relationship is established by the financial instrument between the issuer of the shares and the counterparty. Under that approach, an instrument potentially settled by issuing (or redeeming) an entity’s own shares can be equity (or reduce equity) only if it cannot require net cash settlement and the counterparty’s payoff at settlement moves in the same direction as the issuer’s share price. For purposes of comparison, the Board also decided to continue to consider an approach that would narrowly define equity by potentially limiting the definition to nonredeemable common shares. Additionally, in the interest of international convergence, the Board also decided to continue to consider the proposed approach in the forthcoming revised IAS 32.

Loan commitments. The Board met with representatives of the Mortgage Bankers Association of America and discussed the process for issuing single-family residential mortgage loan commitments (interest rate lock commitments), their characteristics, and related valuation issues, as well as the differences between commercial loan commitments and single-family residential mortgage loan commitments. The meeting was educational and no Board decisions were made.

FASB STAFF POSITION GUIDANCE AVAILABLE

On December 10, 2003, it was announced that a majority of the Board had not objected to the release of the final FSP FIN 45-2, "Whether FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, Provides Support for Subsequently Accounting for a Guarantor’s Liability at Fair Value." This final FSP is effective as of December 10, 2003, and is available on the FASB website where it will remain until it can be incorporated into printed FASB literature.

Also, a majority of the Board directed the FASB staff to release the proposed FSP FAS 106-a, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003." This proposed FSP will be posted to the FASB website by the end of business on Thursday, December 11, 2003, and comments are requested by December 26, 2003.

FUTURE OPEN MEETINGS

The following is a list of open meetings tentatively scheduled through January. Because schedules may change, please check the FASB calendar before finalizing your plans. Revisions to this list since the last issue of Action Alert are highlighted in bold.

Tuesday, January 6, 2004—Liaison Meeting with the AICPA Audit Issues Task Force
Wednesday, January 7, 2004—FASB Board Meeting
Wednesday, January 7, 2004—FASB Education Session
Wednesday, January 14, 2004—FASB Board Meeting
Wednesday, January 14, 2004—FASB Education Session
Thursday, January 15, 2004—EITF Meeting
Wednesday, January 21, 2004—FASB Board Meeting
Wednesday, January 21, 2004—FASB Education Session
Wednesday, January 28, 2004—FASB Board Meeting
Wednesday, January 28, 2004—FASB Education Session