Action Alert No. 07-31
August 2, 2007

NOTICE OF MEETINGS

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

No Board meetings are planned for the week of August 6, 2007. The next scheduled Board meeting is Wednesday, August 15, 2007, and will be announced in next week’s issue of Action Alert.

OPEN EDUCATION SESSION

Wednesday, August 8, 2007, 9:00 a.m.

The Board will hold an educational, non-decision-making session to discuss topics that are anticipated to be discussed at a future 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 roundtable discussions, and through other communication channels. Decisions become final only after a formal written ballot to issue a final Statement, Interpretation, FSP, or Statement 133 Implementation Issue.

July 25, 2007 Board Meeting

Convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement). The Board added a project to its agenda with the objective of issuing a proposed FSP that would address the accounting for convertible debt instruments that require or permit cash settlement upon conversion (including partial cash settlement). The Board decided that the proposed FSP should require that the liability and equity components of those instruments be separately accounted for in a manner that reflects the issuer’s nonconvertible debt borrowing rate. The proposed FSP would be effective for financial statements issued for fiscal years beginning after December 15, 2007, and interim periods within those fiscal years. Earlier application would not be permitted. The guidance in the proposed FSP would be applied retrospectively to all periods presented.

The Board directed the staff to proceed to a draft of a proposed FSP for vote by written ballot, with a 45-day comment period.

Earnings per share. The Board discussed issues that arose in the drafting of the revised Exposure Draft on the proposed amendments to FASB Statement No. 128, Earnings per Share. The Board reached the following decisions:

  1. No changes should be made to FASB Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, to achieve convergence with IAS 33, Earnings per Share, because the earnings per share guidance in Statement 150 on forward purchase contracts that require gross physical settlement is consistent with the accounting treatment for those instruments.

  2. The objective of the convergence project is to arrive at the same denominator in the diluted earnings per share calculation. Therefore, convergence will be achieved when both U.S. GAAP and IFRS result in the same diluted earnings per share denominator, regardless of any differences that may arise in the numerator (the control number used in calculating earnings per share).

  3. “Fair value method” proposed at the March 2007 Board meeting should be expanded to include compound instruments for which the embedded derivative with a share settlement alternative is accounted for separately as a liability and measured at fair value through earnings for the reporting period.

  4. Actual distributions (as opposed to hypothetical distributions) to outstanding common stock should be used in the computation of diluted earnings per share under the two-class method. The Board agreed with the staff recommendation to solicit feedback from constituents on this issue in the Notice for Recipients.

  5. Amendments to Statement 128 should be effective for fiscal years beginning after December 15, 2008, and should be applied retrospectively to all prior periods presented. Early adoption will not be permitted.

  6. The revised Exposure Draft should be exposed for a 120-day comment period to be consistent with the IASB’s comment period.

Insurance risk transfer. The Board discussed the application of the insurance risk transfer conditions of FASB Statement No. 113, Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts, to insurance contracts between noninsurance enterprise policyholders and insurers. The Board also discussed other elements of an Exposure Draft including amendments to FASB Statement No. 5, Accounting for Contingencies, and Statement 113, enhanced disclosures, transition, effective date, and exposure period. The Board reached the following decisions:

  1. The risk transfer conditions of Statement 113 should be applied to insurance contracts between noninsurance enterprise policyholders and insurers.

  2. The risk transfer conditions of Statement 113, as amended and discussed at a prior Board meeting, should be amended to include a qualitative screen prior to the quantitative test (paragraph 9(b) of Statement 113) that would allow those insurance and reinsurance contracts that transfer all but a trivial amount of insurance risk to pass risk transfer. Further, if the qualitative screen is failed, a quantitative test pursuant to paragraph 9(b) would be used to determine if it is reasonably possible that a significant loss may be realized.

  3. Statement 5 should be amended to incorporate the amended guidance for insurance risk transfer conditions in Statement 113 (modified for insurance contracts).

  4. Disclosure requirements should be developed to enhance users’ understanding of an entity’s insurance and reinsurance activities and the related accounting.

  5. The Exposure Draft would provide transition guidance on retrospective application of the amended insurance risk transfer but would include a question requesting commentary on an entity’s ability to apply retrospective transition.

  6. The Exposure Draft should be effective for financial statements issued for fiscal years beginning after December 15, 2008. Earlier application would not be permitted.

  7. The exposure period of the Exposure Draft should be either 90 days or 120 days based on its release date coinciding with an entity’s year-end reporting requirements.

Derivative disclosures. The Board began redeliberations of issues raised by respondents to the Exposure Draft, Disclosures about Derivative Instruments and Hedging Activities. The Board decided to retain the project scope as proposed in the Exposure Draft; that is, the disclosures will apply to all derivatives (and nonderivative instruments that are designated and qualify as hedging instruments pursuant to paragraphs 37 and 42 of FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities) and related hedged items accounted for under Statement 133 and its related interpretations.

The Board also directed the staff to further research a possible scope exception for the trading activities of an entity.

FASB DOCUMENT AVAILABLE

Invitation to Comment, An FASB Agenda Proposal: Accounting for Insurance Contracts by Insurers and Policyholders, Including the IASB Discussion Paper, Preliminary Views on Insurance Contracts, is expected to be issued on August 2, 2007, and will be available on the FASB website. Comments are requested by November 16, 2007.

FUTURE OPEN MEETINGS

The following is a list of open meetings tentatively scheduled through September. 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 15, 2007—FASB Board Meeting
Wednesday, August 15, 2007—FASB Education Session
Wednesday, August 22, 2007—FASB Board Meeting
Wednesday, August 22, 2007—FASB Education Session
Wednesday, August 29, 2007—FASB Board Meeting
Wednesday, August 29, 2007—FASB Education Session
Tuesday, September 4, 2007—Financial Guarantee Insurance Roundtable
Wednesday, September 5, 2007—FASB Board Meeting
Wednesday, September 5, 2007—FASB Education Session
Wednesday, September 12, 2007—FASB Board Meeting
Wednesday, September 12, 2007—FASB Education Session
Wednesday, September 19, 2007—FASB Board Meeting
Wednesday, September 19, 2007—FASB Education Session
Thursday, September 20, 2007—Financial Accounting Standards Advisory Council Meeting
Wednesday, September 26, 2007—FASB Board Meeting
Wednesday, September 26, 2007—FASB Education Session
Thursday, September 27, 2007—Liaison Meeting with the Institute of Management Accountants