Action Alert No. 04-08
February 26, 2004

NOTICE OF MEETINGS

OPEN BOARD MEETING
(Board meetings are available by audio webcast and telephone.)

Wednesday, March 3, 2004, 9:00 a.m.

  1. Interpretation of Statement 87. The Board will consider alternatives to measuring a cash balance obligation. (Estimated 60-minute discussion.)

  2. Equity-based compensation. The Board will discuss transition issues as well as certain other issues that may arise during the drafting of the proposed Statement. (Estimated 60-minute discussion.)

  3. 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.

OPEN EDUCATION SESSION

Wednesday, March 3, 2004, immediately following the Board meeting

The Board will hold an educational, non-decision-making session to discuss topics that are anticipated to be discussed at the March 10, 2004 Board meeting. Those topics will be posted to the FASB calendar four days prior to the education session.

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.

February 18, 2004 Board Meeting

Revenue recognition. The Board discussed four topics. First, the Board discussed the use of the term conditional rights and obligations in the revenue recognition project. Next, the Board discussed whether the decision in the fair value measurement project that the estimate of fair value for financial instruments traded in active markets where prices are quoted in terms of bid and asked prices should be determined using bid prices for long positions (assets) and asked prices for short positions (liabilities) conflicts with decisions on measuring performance obligations in this project. The Board then considered alternative approaches to completing the general revenue recognition standard and subsequent application guidance. Finally, the Board discussed draft recognition and measurement principles that might be included in the general standard.

The Board reached the following conclusions:

  1. The revenue recognition project should continue to use the terms conditional and unconditional rights and obligations within the context of contractual arrangements.

  2. The decisions reached in the fair value measurement project do not conflict with decisions on measuring performance obligations in this project.

  3. The general standard for revenue recognition is expected to supersede certain existing guidance that is general in nature. For example, APB Opinion No. 29, Accounting for Nonmonetary Transactions, FASB Statement No. 48, Revenue Recognition When Right of Return Exists, EITF Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables," and SEC Staff Accounting Bulletin No. 104, Revenue Recognition in Financial Statements, would be superseded. Other industry-specific or transaction-specific guidance is expected to be superseded by subsequent application standards.

  4. The application standards will be developed for broad categories of arrangements (for example, rights of use, services, and products) and would include both guidance specific to the broad category and any additional guidance necessary for the individual types of arrangements that are classified within each category.

  5. Principles may be viewed as a "bridge" between the FASB’s Concepts Statements and the more specific application guidance that reporting entities need to prepare their financial statements. As such, principles are a form of accounting guidance that is derived from the concepts and that translates those concepts into higher-level implementation guidance. That implementation guidance is subject to the constraints imposed by the current state of the art and cost-benefit considerations.

  6. The draft principles generally are consistent with the Board’s decisions reached to date and adequately capture the substance of those decisions. Those draft principles are available on the FASB website.

  7. Liabilities that stem from implied contractual promises should be identified, recognized, and measured at fair value. Implied promises are inferred from a reporting entity’s conduct, including its course of dealing with the counterparties, its usage of trade, its course of performance, or evidence of consistent additional terms.

  8. The effects of the time value of money and credit risk should be reflected in the fair value of contractual assets unless those effects are immaterial.

Financial instruments: liabilities and equity. The Board discussed how to express the distinction between equity and liabilities and assets in conceptual, definitional terms and whether a hierarchy of criteria is needed. The Board also discussed the following remaining issues involving "simple instruments" that were introduced at previous meetings but that were not yet resolved:

  1. Determining whether an obligation exists
  2. Mandatorily redeemable share issues
  3. Certain unconditional rights to receive a variable number of shares
  4. "Shares" that include or are tied to unconditional rights to receive assets.

The Board decided that:

  1. The definitions of liabilities and assets in FASB Concepts Statement No. 6, Elements of Financial Statements, will be amended to include obligations to issue and rights to issue or redeem equity instruments if those obligations or rights do not convey an ownership relationship. The Board will consider other possible changes to those definitions at a future meeting after further research by the staff for this and other projects, about those possible changes and their implications.

  2. A decision flow chart will be included in the proposed Statement to illustrate the hierarchy of criteria for an issuer’s classification of instruments with characteristics of equity and of liabilities or assets.

  3. For purposes of this project, an obligation is a liability if enforceable at law, including enforceability construed under the doctrine of promissory estoppel. However, nonsubstantive features are to be disregarded in making assessments about enforceability and the existence of an obligation.

  4. An obligation is unconditional if the obligating event is certain to occur, even if the timing is uncertain.

  5. Shares required to be redeemed at fair value, possibly by issuance of a variable number of the parent entity’s shares at the issuer’s discretion, are analyzed as simple instruments embodying an unconditional obligation that are classified as equity if they convey an ownership interest to the counterparty and if the discretion to settle in shares is substantive. The Board will consider at a future meeting whether that principle applies to other instruments under which the issuer has the discretion to settle by issuing shares instead of transferring assets.

  6. Certain rights to receive a variable number of shares, such as a right to receive a variable number of shares based on a fixed monetary amount known at inception, are simple instruments to be classified as assets.

  7. Unconditional rights to receive assets that are included in or are tied to "shares" under a contract that is entirely unexecuted should be netted against those shares in equity (for example, stock subscriptions receivable for shares that have not been issued). Whether unconditional rights to receive assets that are included in or are tied to "shares" for which the contract has been partially executed (for example, a note received in exchange for shares that have been issued) should be recognized as an asset or netted against those shares in equity will be considered by the Board at a future meeting addressing the unit of accounting.

The Board has concluded its discussions relating to classification of simple instruments (with the exception of the follow-up issues identified above) and will move forward to discuss complex instruments and the unit of accounting at its next meeting.

Equity-based compensation (EBC). The Board discussed various issues that were identified as a result of an external review of a draft of the proposed Statement. The Board decided that:

  1. The paragraph regarding interaction with FASB Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, will be clarified to indicate that the classification criteria of Statement 150 would apply to EBC instruments subject to FASB Statement No. 123, Accounting for Stock-Based Compensation, and that the recognition and measurement criteria of Statement 150 would apply to EBC instruments only when they are no longer subject to Statement 123. No amendment to Statement 150 is deemed necessary.

  2. The paragraph that addresses certain equity instruments granted by nonpublic enterprises that are not SEC registrants will be modified to clarify its scope to be consistent with the guidance provided in FSP FAS 150-3, "Effective Date, Disclosures, and Transition for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests under FASB Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity."

  3. If vesting of an award requires future service or satisfaction of performance conditions, the entire cost of the award pertains to future service or performance and should be recognized accordingly. However, nonsubstantive vesting features would not change the accounting otherwise required.

  4. The definition and concept of service inception date will be retained.

  5. An entity will not be required to calculate separate grant-date fair values of an award with a service condition and a performance condition that only could accelerate vesting. Rather, an entity should measure the grant-date fair value of the award with the service condition and accelerate recognition of compensation cost based on that fair value if earlier vesting occurs upon satisfaction of the performance condition.

  6. The proposed performance condition model will be used to account for an option with an indexed exercise price driven by a formula based on a performance condition. That is, the share price and other factors unrelated to the performance condition existing at the grant date should be used in estimating the fair value of the award rather than the share price and those factors existing on the date the ultimate exercise price is determined by the formula.

  7. Guidance will be included relating to the determination of the risk-free rate for use by enterprises based in foreign jurisdictions. That guidance will state that the risk-free interest rate is the implied yield currently available on zero-coupon government issues denominated in the same currency as the primary market in which the stock trades.

  8. The final measurement date for penny options versus nonvested stock when the intrinsic-value method is used by nonpublic enterprises should be based on facts and circumstances.

  9. A nonpublic enterprise that voluntarily changes to the fair-value-based method from the intrinsic-value method would be required to continue to account for awards at the date of change using the intrinsic-value method until those awards are settled, even if they are subsequently modified.

  10. The recognition threshold for awards with performance conditions is probable as defined in FASB Statement No. 5, Accounting for Contingencies, rather than more likely than not.

  11. In determining the compensation cost resulting from the modification of a liability award to an equity award, the greater of the grant-date fair value or the modification-date fair value of the award should be used.

  12. All equity restructurings should be treated as modifications.

  13. The accounting for cancellations will be further clarified. If an award is settled for no valuable, immediately identified consideration, then the event constitutes a cancellation of the award. If that canceled award is not fully vested, all unrecognized compensation cost must be recognized immediately. If an award is settled and valuable consideration (including a replacement award) is identified at that time, then the event results in a modification of the original award.

  14. Reconveyance accounting will be eliminated; reconveyances of awards should be accounted for as cancellations.

  15. Special accounting for awards that are serially modified (or tainted) would be eliminated. All modifications should be accounted for similarly.

  16. When an option exercise results in a tax deduction prior to the actual realization of the related tax benefit, a tax benefit and a credit to additional paid-in capital for the excess tax benefit would not be recognized until that benefit reduces taxes payable. No amendment to FASB Statement No. 109, Accounting for Income Taxes, is deemed necessary.

FASB Staff Position: Medicare Act of 2003. The Board discussed the staff’s proposed alternatives for accounting for the federal plan-sponsor subsidy provided by the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) within the context of FASB Statement No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions. The Board decided:

  1. The effects of the subsidy on benefits attributable to past service should be treated as an actuarial gain under Statement 106.

  2. The effects of the subsidy on benefits attributable to future service should be recognized as a reduction to future service cost under Statement 106.

  3. If a plan, as constructed immediately prior to the date of enactment, is not actuarially equivalent under the Act, and is amended so as to become actuarially equivalent, the effect of the plan amendment together with the consequential effect of the subsidy taken into account in measuring the amendment should be combined into a single measurement.

    1. If the combined effect is a reduction in the accumulated postretirement benefit obligation (APBO), that amount should be considered an actuarial gain.

    2. If the combined effect is an increase in the APBO, that amount should be considered prior service cost associated with the plan amendment.

  4. If a plan, as constructed immediately prior to the date of enactment, is actuarially equivalent under the Act and is subsequently amended so as to cease actuarial equivalency:

    1. The effects of the subsidy as of the date of enactment should be accounted for as an actuarial gain measured as of the date of enactment (or December 31, 2003, as a proxy for the date of enactment).

    2. The effects of the negative plan amendment should be accounted for as of the date the amendment is adopted based on the reduced measure of the APBO reflecting the previously measured effects of the subsidy.

  5. With respect to income tax accounting, the subsidy, when recognized in subsequent periods via amortization of the actuarial gain or as a component of current-period service cost, should not affect the temporary difference otherwise attributable to accrued postretirement benefit cost (the liability recognized in the statement of financial position). That is, the tax-exempt nature of the subsidy should be reflected in the income tax accounting when the subsidy is recognized as a reduction to accrued postretirement benefit cost. The Board directed the staff to include in the guidance an example illustrating that decision.

The Board discussed but did not reach a decision on the transition provisions and effective date for the proposed guidance. The Board directed the staff to provide additional information on the consequences of various transition and effective date provisions for plans as to which actuarial equivalence may be unclear as of the date of enactment and thereafter due to the lack of final regulations or for other reasons.

FASB STAFF POSITION GUIDANCE AVAILABLE

On February 25, 2004, a majority of the Board did not object to the release of the proposed FSP FAS 129-a, "Disclosure Requirements under FASB Statement No. 129, Disclosure of Information about Capital Structure, Relating to Contingently Convertible Financial Instruments." This proposed FSP is available on the FASB website, and comments are requested by March 26, 2004.

FUTURE OPEN MEETINGS

The following is a list of open meetings tentatively scheduled through March. 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.

Monday, March 8, 2004—FASB Education Session
Wednesday, March 10, 2004—FASB Board Meeting
Wednesday, March 10, 2004—FASB Education Session
Tuesday, March 16, 2004—FASB Board Meeting
Tuesday, March 16, 2004—FASB Education Session
Wednesday, March 17, 2004—EITF Meeting
Thursday, March 18, 2004—EITF Meeting
Tuesday, March 23, 2004—Financial Accounting Standards Advisory Council Meeting
Wednesday, March 24, 2004—FASB Board Meeting
Wednesday, March 24, 2004—FASB Education Session
Monday, March 29, 2004—Liaison Meeting with the American Bankers Association
Wednesday, March 31, 2004—FASB Board Meeting
Wednesday, March 31, 2004—FASB Education Session