Action Alert No. 04-28
July 22, 2004

NOTICE OF MEETINGS

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

The Board meeting will be held on Tuesday instead of Wednesday.

Tuesday, July 27, 2004, 9:00 a.m.

  1. Business combinations: purchase method procedures. The Board will discuss how its decisions regarding attributing income and losses to the controlling and noncontrolling interests of a partially owned subsidiary interact with FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities. The Board also will discuss other matters related to drafting the Exposure Draft on business combinations. (Estimated 60-minute discussion.)

  2. Combinations of not-for-profit organizations. The Board will discuss the scope of this project. (Estimated 45-minute discussion.)

  3. Short-term convergence: income taxes. The Board will discuss whether to reconsider the existing exception to comprehensive recognition of deferred taxes for APB Opinion No. 23, Accounting for Income Taxes—Special Areas, and U.S. steamship enterprise temporary differences. (Estimated 60-minute discussion.)

  4. Financial instruments: derivatives implementation. The Board will discuss the staff’s further recommendations regarding the proposed guidance on Statement 133 Implementation Issue No. G25, “Hedging the Variable Interest Payments on a Group of Prime-Rate-Based Interest-Bearing Loans.” (Estimated 10-minute discussion.)

  5. FASB Staff Positions (FSPs). The Board will consider whether to direct the staff to issue the following proposed FSPs related to the application of:

    1. FASB Statement No. 109, Accounting for Income Taxes, to uncertain tax positions. This proposed FSP would discuss recognition, classification, and other items related to uncertain tax positions. (Estimated 60-minute discussion.)

    2. EITF Issue No. 85-24, “Distribution Fees by Distributors of Mutual Funds That Do Not Have a Front-End Sales Charge,” when future distribution fees are sold to unrelated third parties. (Estimated 30-minute discussion.)

  6. Beneficial interests. The Board will discuss whether:

    1. A recognition event has occurred requiring initial fair value measurement if the transferor “retains” an interest in transferred assets subsequent to an asset transfer accounted for as a sale under Statement 140.

    2. Credit enhancement/subordination should be separately recognized as a liability in an asset transfer accounted for as a sale under Statement 140.

      The Board also will be asked to affirm the scope of the project and decide on the remaining issues to be discussed. (Estimated 60-minute discussion.)

  7. Qualifying special-purpose entities and isolation of transferred assets. The Board will discuss information provided by participants at the May 25 and June 17, 2004 public roundtable discussions on legal isolation, setoff rights, and loan participations and consider the impact of this information on sale accounting under FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. In addition, the Board will consider alternatives to clarify the definition of isolation in Statement 140, including alternatives that would permit transfers of financial assets that contain setoff rights to continue to be accounted for and reported as sales. (Estimated 60-minute discussion.)

  8. 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, July 28, 2004, 10:30 a.m.

The Board will hold an educational, non-decision-making session to discuss topics that are anticipated to be discussed at the August 4 Board meeting. Those topics will be posted to the FASB calendar four days prior to the education session.

OPEN MEETING WITH REPRESENTATIVES OF THE EDISON ELECTRIC INSTITUTE

Monday, July 26, 2004, 3:00 p.m.

The Board will meet with representatives of the Edison Electric Institute 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 roundtable discussions, and through other communication channels. Decisions become final only after a formal written ballot to issue a final Statement or Interpretation.

July 16, 2004 Board Meeting

FASB Staff Positions (FSPs). The Board directed the staff to release proposed FSP FAS 142-c, “Application of Statement No. 142, Goodwill and Other Intangible Assets, to Exchange Memberships,” for a 30-day comment period, after certain revisions are made. (Proposed FSP FAS 142-c was subsequently posted to the website on Wednesday, July 21, and comments are requested by August 20, 2004.)

Also, the Board did not object to the staff’s release of the proposed FSP FAS 142-b, “Application of FASB Statement No. 142, Goodwill and Other Intangible Assets, to Oil- and Gas-Producing Entities,” for a 30-day comment period. Proposed FSP FAS 142-b was posted to the website on Monday, July 19, and comments are requested by August 17, 2004.

FASB ratification of an EITF consensus. The Board discussed and ratified the consensuses reached on EITF Issue No. 02-14, “Whether an Investor Should Apply the Equity Method of Accounting to Investments Other Than Common Stock,” at the June 30–July 1, 2004 EITF meeting.

The Board also discussed the tentative conclusion reached on EITF Issue No. 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings per Share,” and did not object to the EITF continuing to deliberate the Issue. Additionally, the Board did not object to a draft abstract that reflects the Task Force’s tentative conclusion for Issue 04-8 being posted to the FASB website for a 45-day comment period. The prologue to the abstract will include a request for comment on whether the tentative conclusion reached should be expanded to include other instruments that are convertible or exercisable into common stock after a contingency has been resolved. That Issue, and any related comment letters received, will be considered by the Task Force at the September 29–30, 2004 EITF meeting.

Financial instruments: liabilities and equity. The Board discussed a list of possible principles for distinguishing liabilities and assets from equity for financial instruments. The Board agreed with the completeness of the list and decided to begin its consideration of the principles by:

  1. Further defining two of those principles:

    1. A liquidity condition—to be a liability an item must embody a present duty or responsibility to transfer or use assets.

    2. An ownership relationship condition—to be equity an item must earn returns similar to those of an owner, and its holder must participate in the risks and rewards of ownership.

  2. Addressing the interaction of a liquidity condition and an ownership relationship for a financial instrument embodying both characteristics.

The Board will consider the remaining possible principles at future meetings.

FUTURE OPEN MEETINGS

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

Wednesday, August 4, 2004—FASB Board Meeting
Wednesday, August 4, 2004—FASB Education Session
Wednesday, August 11, 2004—FASB Board Meeting
Wednesday, August 11, 2004—FASB Education Session
Wednesday, August 18, 2004—FASB Board Meeting
Wednesday, August 18, 2004—FASB Education Session
Wednesday, August 25, 2004—FASB Board Meeting
Wednesday, August 25, 2004—FASB Education Session
Friday, August 27, 2004—Liaison Meeting with the Financial Managers Society