Action Alert No. 08-40
October 2, 2008

NOTICE OF MEETINGS

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

Wednesday, October 8, 2008, 9:00 a.m.

  1. Mergers and acquisitions by a not-for-profit organization (estimated 1-hour discussion). The Board will continue its discussion and decide whether to retain or modify the proposed requirements for (a) initial recognition and measurement of acquisitions by not-for-profit organizations and (b) subsequent accounting for any goodwill recognized as a result of an acquisition.

  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.

Friday, October 10, 2008, 9:00 a.m.

Determining fair value in a market that is not active (estimated 1-hour discussion). The Board will discuss comments received on proposed FSP FAS 157-d, Determining Fair Value in a Market That Is Not Active, and whether to proceed with issuing the FSP as final.

OPEN EDUCATION SESSION

Wednesday, October 8, 2008, following the Board meeting

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.

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

Tuesday, October 7, 2008, 9:00 a.m. to 5:00 p.m.

Representative members of the FASB and the IASB will meet with members of the Joint Working Group on Lease Accounting to discuss a staff draft of the Discussion Paper.

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/Leases+Working+Group+meeting.htm.

The meeting will be audio taped for later listening on the FASB and IASB websites.

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.

September 24, 2008 Board Meeting

Revenue recognition. The Board discussed subsequent measurement of performance obligations in contracts with customers. Specifically, the Board discussed the nature of an onerous test in the customer consideration approach to measuring performance obligations. The Board also considered the IASB’s recent discussion on whether remeasurement of performance obligations is needed in instances other than when a performance obligation is deemed onerous.

The Board considered two approaches for an onerous test: one based on the entity’s expected cost of performance and another based on expected cost plus a margin. It tentatively decided that a performance obligation is deemed onerous when the entity’s expected cost of performance exceeds the carrying amount of the performance obligation. In that case, the entity would remeasure the performance obligation at the amount of its expected cost to satisfy the performance obligation. The Board noted that the IASB tentatively decided that some performance obligations would need to be remeasured at each financial statement date, rather than by exception when deemed onerous. Performance obligations that may require remeasurement might include those that are long term and have significant variability of outcome. Such remeasurement would not affect the total revenue reported for the contract.

The Discussion Paper to be issued in the fourth quarter of 2008 will seek constituents’ input on which performance obligations may require remeasurement at each financial statement date and on alternative remeasurement approaches for those performance obligations.

Contingency disclosures. The Board decided on a plan for redeliberations of its Exposure Draft, Disclosure of Certain Loss Contingencies. The Board directed the staff to prepare an alternative model that attempts to address the concerns that certain constituents raised about the Exposure Draft. This alternative model will be field tested along with the model in the Exposure Draft. The staff expects that field testing will take place during November and December 2008, and roundtable meetings will occur in either early January or March 2009. Board redeliberations are expected to begin in late March or April 2009. The Board also decided that any final Statement on this topic will be effective no sooner than for fiscal years ending after December 15, 2009.

Mergers and acquisitions by a not-for-profit organization. The Board discussed whether to require a different method of accounting for a merger of not-for-profit organizations than that required for an acquisition and, if so, how it should define a merger and clarify the proposed guidance. The Board affirmed its prior tentative decision to distinguish between a merger and an acquisition. The Board also decided to improve the workability of the definition and its related guidance by:

  1. Clarifying the scope of the final Statement by explicitly scoping out formations of joint ventures and making the merger definition more robust.

  2. Including a discussion that (a) emphasizes that in a merger no one party dominates various aspects of the merger transaction and (b) describes factors that are helpful in discerning a merger from other combination types.

The Board also directed the staff to develop case-based examples useful in applying the final Statement.

In addition, the Board also discussed whether to retain or modify the proposed requirements for (a) initial recognition and measurement of acquisitions and (b) subsequent accounting for any goodwill recognized as a result of the acquisition. That discussion will continue at the October 8, 2008 meeting.

Disclosures about plan assets. The Board redeliberated proposed FSP FAS 132(R)-a, Employers’ Disclosures about Postretirement Benefit Plan Assets. The Board decided to amend FASB Statement No. 132 (revised 2003), Employers’ Disclosures about Pensions and Other Postretirement Benefits, to include:

  1. The entity’s objective in disclosing information about plan assets is to provide users of financial statements with an understanding of:

    1. The major categories of assets held in an employer’s plan(s)

    2. How management makes investment allocation decisions, including the factors that are pertinent to an investor’s understanding of investment policies or strategies

    3. Significant concentrations of risk within plan assets.

  2. A list of examples of detailed categories of plan assets that would include a category for investment funds (for example, mutual funds, hedge funds, and commingled funds).

  3. A requirement that an entity disclose the significant investment strategies for investment funds as major categories of plan assets.

The Board agreed that the effective date for the final FSP would be no earlier than for fiscal years ending after December 15, 2009.

FASB ratification of EITF consensuses and tentative conclusions. The Board considered and ratified the consensus reached at the September 10, 2008 EITF meeting on Issue No. 08-5, "Issuer’s Accounting for Liabilities Measured at Fair Value with a Third-Party Credit Enhancement."

The Board also considered and ratified consensuses-for-exposure reached at the September 10, 2008 EITF meeting on Issues No. 08-6, "Equity Method Investment Accounting Considerations," No. 08-7, "Accounting for Defensive Intangible Assets," and No. 08-8, "Accounting for an Instrument (or an Embedded Feature) with a Settlement Amount That Is Based on the Stock of an Entity’s Consolidated Subsidiary."

Agenda decision announcement: Applicability of FASB Interpretation No. 48 to private entities. The FASB chairman announced that a project was added to the Board’s agenda to consider whether a deferral of or any other modifications to FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, should be provided for private companies. That agenda decision was made in response to requests from several constituents, including the Private Company Financial Reporting Committee (PCFRC).

FUTURE OPEN MEETINGS

The following is a list of open meetings tentatively scheduled through November. 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, October 15, 2008—FASB Board Meeting
Wednesday, October 15, 2008—FASB Education Session
Monday, October 20, 2008—FASB/IASB Joint Board Meeting, Norwalk, CT
Tuesday, October 21, 2008—FASB/IASB Joint Board Meeting, Norwalk, CT
Wednesday, October 22, 2008—FASB Education Session
Wednesday, October 29, 2008—FASB Board Meeting
Wednesday, October 29, 2008—FASB Education Session
Wednesday, November 5, 2008—FASB Board Meeting
Wednesday, November 5, 2008—FASB Education Session
Tuesday, November 11, 2008—Investors Technical Advisory Committee Meeting
Wednesday, November 12, 2008—FASB Board Meeting
Wednesday, November 12, 2008—Emerging Issues Task Force Meeting
Thursday, November 13, 2008—Emerging Issues Task Force Meeting
Wednesday, November 19, 2008—FASB Board Meeting
Wednesday, November 19, 2008—FASB Education Session
Tuesday, November 25, 2008—FASB Board Meeting
Tuesday, November 25, 2008—FASB Education Session