Action Alert No. 07-06
February 8, 2007

NOTICE OF MEETINGS

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

Tuesday, February 13, 2007, 9:00 a.m.

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

  1. Business combinations: applying the acquisition method (estimated 90-minute discussion). As part of its redeliberations of the June 2005 Exposure Draft, Business Combinations, the Board will discuss the acquirer’s accounting for insurance contracts and share-based-payment awards in a business combination.

  2. 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

Tuesday, February 13, 2007, 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 February 21, 2007 Board meeting. Those topics will be posted to the FASB calendar four days prior to the education session.

OPEN MEETING OF THE FASB/IASB JOINT WORKING GROUP ON LEASE ACCOUNTING

Thursday, February 15, 2007, 10:00 a.m. (GMT) to 5:30 p.m. (GMT)

Crowne Plaza London–St. James
45-51 Buckingham Gate
London
SW1E 6AF
UNITED KINGDOM

Representative members of the FASB and the IASB will meet with members of the Joint Working Group on Lease Accounting to discuss issues related to the accounting for leases.

A copy of the full meeting agenda as well as agenda papers can be found on the IASB website at http://www.iasb.org/Meetings/IASB+Working+Group+on+Lease+Accounting.htm.

We request that those who plan to observe this meeting preregister. Please complete and submit the Observer Registration Form on the IASB website by noon on Wednesday, February 14, 2007. Observers will be required to check in upon arrival at the meeting. The meeting will be audio taped for later listening on the IASB website.

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, or FSP.

January 30, 2007 Board Meeting

Financial statement presentation. The Board discussed issues related to disaggregating information on the statement of comprehensive income. In September 2006, the Board expressed a leaning toward presenting information in the statement of comprehensive income by function, with certain information further broken down by nature. Consistent with that leaning, the Board decided that an entity would be required to present (1) information based on the primary activities (functions) in which it engages and (2) for each of those functions, information about the significant related expenses (by their nature) that would provide information useful in predicting future cash flows. The Board indicated a preference for the by-nature expense information to be presented on the face of the statement of comprehensive income but decided that if that was impractical an entity could elect to present that information in the notes. The Board also decided that an entity would be required to report separately any expense that is important in understanding its operating results that may not relate to a functional line item (for example, impairment of goodwill).

The Board decided that certain entities (for example, entities in a service industry) would not be required to present information based on functions at a more detailed level than is required by the functional separation of operating, investing, and financing activities. Those entities would present their significant expenses (by their nature) for each of those higher-level activities.

Postretirement benefit obligations, including pensions. The Board discussed comments received on proposed FSP FAS 158-a, "Conforming Amendments to the Illustrations in FASB Statements No. 87, No. 88, and No. 106 and to the Related Staff Implementation Guides," and directed the staff to proceed to a draft of a final FSP for vote by written ballot. The final FSP will conform the illustrations contained in the following appendixes to reflect the provisions of FASB Statement No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans:

  1. Appendix B of FASB Statement No. 87, Employers’ Accounting for Pensions

  2. Appendix B of FASB Statement No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits

  3. Appendix C of FASB Statement No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions.

The final FSP also will make conforming changes to the questions and answers contained in the following FASB Special Reports and incorporate them as new appendixes of Statements 87, 88, and 106, respectively:

  1. A Guide to Implementation of Statement 87 on Employers’ Accounting for Pensions

  2. A Guide to Implementation of Statement 88 on Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits

  3. A Guide to Implementation of Statement 106 on Employers’ Accounting for Postretirement Benefits Other Than Pensions.

Agenda decision: allowance for losses. The Board decided to add a project to its technical agenda on allowance for credit losses related to loans and finance leases (financing receivables). The Board directed the staff to develop new disclosures and enhance current disclosures related to the allowance for credit losses including, but not limited to, information about credit quality in an entity’s portfolio, credit risk exposures, and potentially more transparency within an entity’s accounting policies.

Agenda decision: implementation of AICPA SOP 05-1. The Board considered whether to add a project to its agenda to delay the effective date of AICPA Statement of Position 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts, based on implementation issues raised by constituents, including those discussed at the January 8, 2007 FASB roundtable meeting. The Board decided not to add a project to its agenda to delay the effective date of SOP 05-1.

January 31, 2007 Board Meeting

Convergence—income taxes. The Board decided to:

  1. Require that an asset acquired with a tax basis difference be recorded at fair value rather than fair value (assuming full deductibility for tax purposes). This decision clarifies the Board’s previous decision from the April 2004 joint FASB/IASB meeting. In that meeting, the Boards had tentatively concluded that when a temporary difference is acquired in an asset acquisition, then (a) the asset should be recognized at fair value (assuming full deductibility for tax purposes), (b) the corresponding deferred tax asset or liability should be recognized as the difference between the fair value of the asset and its tax basis multiplied by the tax rate, and (c) any difference between the consideration paid and the sum of the fair value of the asset and the recognized deferred tax amount is recognized as a purchase discount allowance on the deferred tax.

  2. Retain the guidance in FASB Statement No. 109, Accounting for Income Taxes, by continuing to prohibit the recognition of a deferred tax liability for the portion of goodwill for which amortization is not deductible for tax purposes.

Business combinations. The Board continued redeliberations of its June 2005 Exposure Draft, Business Combinations, focusing on the accounting for income tax assets and liabilities in a business combination. The Board decided that:

  1. An acquirer would measure income tax assets and liabilities acquired in a business combination in accordance with Statement 109 and related interpretive guidance, including FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes [affirming the Exposure Draft proposal].

  2. An acquirer would recognize any changes in its deferred tax assets that result from a business combination in profit and loss or equity as of the acquisition date [affirming the Exposure Draft proposal].

  3. An acquirer would apply the measurement period guidance in accounting for changes to acquired deferred tax assets after the acquisition. That is,

    1. A change to a deferred tax asset valuation allowance within the measurement period that results from new information about facts and circumstances that existed as of the acquisition date would be recognized through a corresponding adjustment to goodwill. However, once goodwill is reduced to zero, an acquirer would recognize any additional decreases of the valuation allowance as a reduction of income tax expense.

    2. An acquirer would recognize all other changes in a deferred tax asset valuation allowance through a corresponding adjustment to income tax expense [affirming the Exposure Draft proposal, with slight modifications].

  4. An acquirer would recognize changes to acquired income tax uncertainties after the acquisition similarly to the accounting for changes in acquired deferred tax assets. That is,

    1. A change to an acquired income tax uncertainty within the measurement period that results from new information about facts and circumstances that existed as of the acquisition date would be recognized through a corresponding adjustment to goodwill. However, once goodwill is reduced to zero, an acquirer would recognize any additional increases of the recognized income tax uncertainty as a reduction of income tax expense.

    2. All other changes in the acquired income tax uncertainties would be accounted for in accordance with Interpretation 48.

The Board also considered but rejected a suggestion made by some respondents to the Exposure Draft that it make an exception to the comprehensive recognition of deferred taxes for indefinite-lived intangible assets [affirming the Exposure Draft proposal].

The staff reported that the IASB had reached the same conclusions when it discussed these issues at its January 2007 meeting, with the exception of acquired income tax uncertainties. Because the IASB is developing proposals for the treatment of tax uncertainties in the short-term convergence project on income taxes, the IASB decided that, pending those proposals, no changes should be made to IAS 12, Income Taxes, relating to tax uncertainties.

Statement 133 Implementation Issue—clarification of the application of the shortcut method. The Board decided to proceed with the exposure of a proposed Statement 133 Implementation Issue on the application of the shortcut method. The proposed Implementation Issue will provide guidance on the following practice issues on the application of the shortcut method in paragraph 68 of FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities.

  1. Amortizing debt—This hedge relationship meets the requirement in paragraph 68(a) provided that the notional amount of the swap matches the principal amount of the debt throughout the hedging relationship.

  2. Zero coupon debt—This hedge relationship violates paragraphs 68(a) and 68(e) and, thus, does not qualify for the shortcut method.

  3. Trade date/settlement date—Changes in value of the swap between the trade date of the swap (commitment date of the debt) and the settlement date of the debt would not disqualify the hedging relationship from applying the shortcut method, provided the timing difference was no more than the typical settlement period seen in the market.

  4. Market convention rounding—In instances where the fair value of debt at issuance differs slightly from its par amount due to a rounding down of the coupon rate due to normal market conventions, the shortcut method would be allowed.

  5. Paragraph 68(e)—The application of paragraph 68(e) will be clarified to indicate that terms must neither be atypical nor invalidate the assumption of no ineffectiveness to meet the paragraph’s criteria.

  6. Late hedging—Hedging relationships entered into subsequent to the issuance of debt would fail the criteria in paragraph 68(e).

Transition guidance will resemble the approach found in Statement 133 Implementation Issue K5, "Transition Provisions for Applying the Guidance in Statement 133 Implementation Issues." The Board directed the staff to proceed to a draft of a proposed Implementation Issue for vote by written ballot. The Board also directed the staff to research additional practice issues in hedge accounting outside the scope of the shortcut method to be discussed at a future Board meeting.

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.

Wednesday, February 21, 2007—FASB Board Meeting
Wednesday, February 21, 2007—FASB Education Session
Wednesday, February 28, 2007—FASB Board Meeting
Wednesday, February 28, 2007—FASB Education Session
Wednesday, March 7, 2007—FASB Board Meeting
Wednesday, March 7, 2007—FASB Education Session
Wednesday, March 14, 2007—FASB Board Meeting
Wednesday, March 14, 2007—FASB Education Session
Thursday, March 15, 2007—Emerging Issues Task Force Meeting
Tuesday, March 20, 2007—Financial Accounting Standards Advisory Council Meeting
Wednesday, March 21, 2007—FASB Board Meeting
Wednesday, March 21, 2007—FASB Education Session
Tuesday, March 27, 2007—Not-for-Profit Roundtable Meeting
Wednesday, March 28, 2007—FASB Board Meeting
Wednesday, March 28, 2007—FASB Education Session