SUMMARY OF BOARD DECISIONS

Summary of Board decisions 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 an Accounting Standards Update.

March 22, 2010 FASB/IASB Joint Board Meeting

Fair value measurement 

Disclosures about fair value measurements

The Boards tentatively decided:

  1. To define “class” on the basis of the following principles:
     
    1. An entity should determine the appropriate classes of assets and liabilities based on the nature, characteristics and risks of the assets and liabilities, and their classification in the fair value hierarchy.
    2. A class of assets and liabilities will often require greater disaggregation than the entity's line items in the statement of financial position.
    3. Judgment is needed to determine the appropriate classes of assets and liabilities.
       
  2. Not to require an entity to disclose information about the change in the nonperformance risk of a nonfinancial liability.
     
  3. To require an entity to disclose its policy for determining when transfers between levels of the fair value hierarchy are recognized.
     
  4. To require an entity to disclose information about fair value measurements only after initial recognition.
     
  5. For assets and liabilities that are recognized at fair value at each reporting period, to require an entity to disclose a reconciliation of activity within Level 3 of the fair value hierarchy and information about transfers between Levels 1 and 2. For assets and liabilities remeasured at fair value only in specific circumstances, an entity does not need to disclose this information.
     
  6. To require an entity to disclose fair value information by level in the fair value hierarchy for items that are not measured at fair value in the statement of financial position.
     
  7. Not to include guidance for assessing the significance of an input or of significant changes in fair value.
The IASB tentatively decided to require entities to disclose information about fair value measurements for financial instruments in an entity's interim financial statements.

At a future meeting, the Boards will further consider a requirement to provide sensitivity analysis about Level 3 fair value measurements.


Cross-cutting issues.


Leases

The Boards discussed how to account for arrangements that contain both service components and lease components.

At this meeting, the Boards tentatively decided that:
  1. Both lessors and lessees would be required to evaluate whether the lease payments should be allocated between service and lease components, considering all concurrently negotiated contracts with a third party.
     
  2. A lessor would be subject to the revenue recognition requirements regarding the identification of separate performance obligations within an arrangement. That is, if the service component is not considered distinct, total payments under the arrangement should be accounted for as the lease. If the service component is considered distinct, total payments under the arrangement should be allocated between the service and lease components using the same principles as those proposed in the revenue recognition project.
     
  3. The lessee’s identification of distinct components within an arrangement and measurement of the allocation between distinct service and lease components within an arrangement would be based on the same principles used by the lessor. The Boards noted that if the proposed revenue recognition guidance is incorporated into the proposed new leases guidance, some language changes would be necessary.
     
  4. If the lessor or lessee is unable to allocate the total payments among the service and lease components of an arrangement, the entire arrangement should be considered and accounted for as a lease.
     
  5. If the total payments under an arrangement that contains both lease and service components change after the inception of the lease (e.g., term options or contingent rentals), an entity would first determine whether the entire change is directly attributable to either the lease or the service component. If it is unable to do so, then the change in total consideration should be allocated on a pro rata basis to the various contract components in the same proportion as determined at contract inception.
     
  6. Lessees and lessors would be required to bifurcate all arrangements that contain both service and lease components and apply the transition requirements to the lease components on the transition date. That is, there would be no special transitional provisions for existing arrangements.
The Boards discussed how to account for arrangements that contain both service components and lease components.


Insurance contracts.
The Boards discussed the definition of an insurance contract and the scope of the forthcoming Exposure Draft on insurance contracts.

Definition

The Boards tentatively decided to use the current definition of an insurance contract in IFRS 4, Insurance Contracts, and the related guidance in Appendix B of IFRS 4 in the Exposure Draft, specifically:
  1. That compensation rather than indemnification be used in the definition of an insurance contract in describing the benefit provided to the policyholder
  2. That the guidance in IFRS 4 be used in determining whether insurance risk is significant, subject to matters discussed below.
The Boards asked that when the staff bring back the topic of unbundling, they should consider the notion of significant insurance risk in the context of multiple-element contracts.

The Boards discussed the role of timing risk in defining insurance risk and tentatively decided:
  1. To change the factors considered in evaluating the significance of insurance risk from absolute amounts to present values
  2. To amend the guidance in IFRS 4 to explain that contractual terms that delay timely reimbursement to the policyholder can significantly reduce insurance risk, so that some contracts containing such terms might not meet the definition of an insurance contract.
The Boards also discussed how to assess possible outcomes when determining whether insurance risk exists:
  1. The IASB expressed an initial preference for considering the range of possible outcomes.
  2. The FASB expressed an initial preference for considering whether there are outcomes in which the present value of the net cash outflows can exceed the present value of the premiums.
The Boards will reconsider these initial preferences at a future meeting.

Scope

The Boards tentatively decided that the scope of a standard on insurance contracts will exclude:
  1. Warranties issued directly by a manufacturer, dealer, or retailer
  2. Residual value guarantees embedded in a lease
  3. Residual value guarantees provided by a manufacturer, dealer, or retailer
  4. Employers' assets and liabilities under employee benefit plans and retirement benefit obligations reported by defined benefit retirement plans
  5. Contingent consideration payable or receivable in a business combination.
The Boards expressed an initial preference that the scope of the standard should exclude fixed-fee service contracts, but noted that it would undesirable to exclude contracts merely because they pay benefits in kind rather than in cash. The Boards will consider this initial preference at a future meeting at which they will they discuss whether to include health contracts within the scope of the standard.

The Boards will also discuss at a future meeting whether financial guarantee contracts should be within the scope of the standard.

Next steps

The Boards will continue their discussion of this project at the joint Board meeting on March 24.


March 23, 2010 FASB/IASB Joint Board Meeting

Cross-cutting issues. [The following issue was discussed today rather than yesterday as originally scheduled.]

Revenue Recognition

The Boards considered how an entity should account for a contract that includes some components that are within the scope of the revenue standard and other components that are within the scope of other standards.

The Boards tentatively decided that if other standards specify how to separate or measure components of a contract, an entity should apply those requirements. Otherwise, the entity should apply the principles of the revenue standard.

Next steps

The Boards plan to publish the Exposure Draft in the second quarter. They do not plan to discuss any further issues, except any issues arising from (1) consideration of consequential amendments and (2) review of the draft Exposure Draft.


Consolidation.
The IASB and the FASB continued to deliberate the control model being developed for the purposes of determining when one entity should consolidate another and discussed the following topics:
  1. When assessing control of an entity controlled by voting rights:
     
    1. What factors should be considered when assessing whether a reporting entity that holds less than half of the voting rights in an entity meets the power element of the control definition.
    2. In what situations potential voting rights should be considered.
       
  2. How to determine whether a decision maker is an agent or a principal.
     
  3. Whether the involvement and interests of related parties should be considered to be those of the reporting entity.
     
  4. The description of a structured entity.
The Boards tentatively decided that:
  1. When assessing whether a decision-maker is an agent or a principal, the assessment should be made on the basis of the overall relationship between the decision-maker, the entity being managed, and the other interest holders, and should consider all of the following factors:
     
    1. Scope of decision-making authority
    2. Rights held by other parties
    3. Remunerations of the decision-maker
    4. The decision-maker's exposure to variability of returns because of other interest that it holds in the entity.
       
  2. When assessing control, the involvement and interests of a related party should be considered to be those of the reporting entity when the nature of the reporting entity's relationship with that related party is such that the related party is acting on behalf of the reporting entity. The Boards tentatively agreed that this would also be the case where those that direct the activities of the reporting entity also have the ability to direct another entity to act on behalf of the reporting entity. The Boards also tentatively decided that the final standard will include a list of potential related parties. The Boards tentatively agreed to include guidance in the final standard that is similar to that in FASB Accounting Standards Codification™ paragraph 810-10-25-44 to address situations in which a reporting entity, together with its related parties, as a group, meets the control requirements.
     
  3. A description of a structured entity should be included in the next due process document. That description would incorporate some of the factors that describe a variable interest entity in U.S. GAAP (Topic 810, Consolidation, as amended by FASB Statement No.167, Amendments to FASB Interpretation No. 46(R)), but the description would not include all of the current guidance that is in Topic 810.
The Boards will continue to deliberate the assessment of control of entities controlled by voting rights on Wednesday, March 24, as well as disclosures for consolidated and unconsolidated entities.


Leases. At this meeting, the Boards discussed presentation requirements for lessees and lessors as well as the lessor accounting model.

Presentation for Lessees

The Boards tentatively decided that:
  1. A lessee would present separately its obligation to pay rentals from other financial liabilities on the face of the statement of financial position.
     
  2. A lessee would present its right-of-use asset with property, plant, and equipment, but separately from other assets that are owned but not leased, on the face of the statement of financial position.
     
  3. Both amortization and interest expense arising in lease contracts would be separated from other amortization expense and other interest expense either on the face of the statement of comprehensive income or in the notes of financial statements.
     
  4. Both cash repayments of amounts borrowed and interest payments arising in lease contracts would be classified as financing activities separately in the statement of cash flows. The Boards instructed the staff to consider how total cash rentals paid in the period should be presented or disclosed in the financial statements.
For the first three items described above, the Boards will ask for comments in an Exposure Draft on leases about whether the lessee’s asset, liability and expenses should be presented on the face of the financial statements or in the notes to the financial statements.

Presentation for Lessors

The Boards tentatively decided that the lessor would present the leased asset, the lease receivable, and the performance obligation separately in the statement of financial position totaling to a net lease asset or a net lease liability.

The IASB tentatively decided that interest income, lease income, and depreciation expense would be presented separately in the statement of comprehensive income. The FASB tentatively decided that interest income, lease income, and depreciation expense would be presented separately in the statement of comprehensive income totaling to a net lease income or net lease expense.

The Boards tentatively decided that:
  1. Repayments of the lease receivable would be classified as operating activities in the statement of cash flows.
     
  2. Interest income arising from the lease receivable would be classified as operating activities in the statement of cash flows.
Lessor Accounting Model

The IASB indicated that it would like to reconsider an alternative accounting model for lessors (the “derecognition approach”).

The Boards will continue discussion of lessee and lessor accounting at the April 2010 meeting.


Insurance contracts.
The Boards discussed the following two topics:
  1. Risk adjustments
  2. Participating features in insurance contracts.
Risk Adjustments

The staff presented the Boards with the options for moving forward on the topic of risk adjustments.

The IASB decided tentatively that:
  1. The measurement of an insurance contract should include a separate risk adjustment.
  2. The risk adjustment should be the amount the insurer would rationally pay to be relieved of the risk [the objective proposed for the risk adjustment used in the IASB’s recent Exposure Draft, Measurement of Liabilities in IAS 37].
The FASB decided tentatively that the measurement of an insurance contract should not include a separate risk adjustment. Instead, the measurement should include one single composite margin.

Participating Features in Insurance Contracts

The Boards discussed the treatment of participating features in insurance contracts.

The IASB decided tentatively that payments arising from the participating feature should be included in the measurement of insurance contracts in the same way as any other contractual cash flows (i.e., on an expected present value basis).

The FASB decided tentatively that the insurer should recognize a liability for participating benefits to the extent that it has a legal or constructive obligation to pay those benefits.

The Boards discussed possible disclosure requirements for participating contracts, and Board members provided comments for the staff to consider in developing those requirements for further discussion.

Next Steps

The Boards will continue their discussion of this project at the joint Board meeting on March 24.


March 24, 2010 FASB/IASB Joint Board Meeting

Fair value measurement. The Boards continued their discussion about fair value measurement disclosures. At this meeting, the Boards tentatively decided to require a sensitivity analysis disclosure for all Level 3 fair value measurements unless another standard does not require such a disclosure. The objective of the sensitivity analysis disclosure is to provide users of financial statements with information about measurement uncertainty for Level 3 fair value measurements. That is, the disclosure does not represent a worst-case scenario and is not forward looking. In addition, the Boards tentatively decided that the sensitivity analysis disclosure should consider the effect of the correlation between inputs when relevant.


Insurance contracts.
The Boards discussed disclosure requirements for insurance contracts. The staff proposed that the forthcoming Exposure Draft on insurance contracts should require an insurer to disclose information that:
  1. Explains the characteristics of its insurance contracts
  2. Identifies and explains the amounts in its financial statements arising from insurance contracts
  3. Helps users of its financial statements to evaluate the nature and extent of risks arising from insurance contracts.
The Boards asked the staff to clarify these disclosure objectives, considering:
  1. Their relevance to providing information about amount, timing, and uncertainty of future cash flows
  2. The disclosure objectives developed in other projects
  3. The appropriate level of disaggregation for disclosures.
The Boards reviewed proposed minimum disclosure requirements that would supplement the disclosure objectives, and Board members provided comments for the staff to consider in developing those requirements for further discussion.

Next Steps

The Boards will continue their discussion of this project in April.


Consolidation. The Board discussed consolidations in three separate sessions, all of which were held jointly with the IASB.

The Control Model

The IASB and the FASB continued to deliberate the control model being developed for the purposes of determining when one entity should consolidate another and tentatively decided the following:
  1. A reporting entity has the power to direct the activities of another entity when it has the current ability to direct the activities of the entity that significantly affect the returns.
     
  2. The reporting entity can have that current ability to direct the activities by different means:
     
    1. By having the contractual ability to direct the activities, which can arise from having:
       
      i. More than half of the voting rights in an entity controlled by voting rights

      ii. Contractual rights within other contractual arrangements that related to the substantive activities of the entity

      iii. A combination of contractual rights within other contractual arrangements and holding voting rights in the entity.

    2. By holding less than half of the voting rights in an entity considering relevant facts and circumstances.
       
      i. The assessment of whether a reporting entity has the current ability to direct the activities of an entity includes an assessment of both the reporting entity's rights (and whether they are sufficient to give the reporting entity power) and whether the rights held by other parties could prevent the reporting entity from having the ability to direct.

      ii. In situations in which a reporting entity does not have the contractual ability to direct the activities (e.g., when it holds less than half of the voting rights in an entity), a reporting entity may need to rely on other indicators of power to provide evidence of having the ability to direct, such as whether it can obtain additional voting rights from holding potential voting rights or whether the entity's operations are dependent on the reporting entity. In some situations, considering the size of the reporting entity's holding of voting rights relative to the size and dispersion of holds of other vote holders, together with voting patterns at previous shareholders meetings, could provide sufficient evidence of having the ability to direct.
The FASB tentatively decided that the guidance for variable interest entities in FASB Accounting Standards Codification™ Topic 810, Consolidation (specific to U.S. GAAP), except for the implementation guidance, would be replaced by the control principles established within this project with the expectation that the guidance established in this project will produce consolidation results consistent with those reached under the Variable Interest Entities Subsections of Topic 810.

Disclosures

The Boards discussed a reporting entity's disclosures for subsidiaries. The Boards concluded that the disclosure requirements would apply to both voting interest entities and structured entities. The Boards tentatively decided that, subject to wording changes, as a general disclosure principle, a reporting entity should disclose information that help users of financial statements to understand:
  1. The composition (and changes in the composition) of the group
     
  2. The effect of legal structures within the group, and changes to those structures, on the reporting entity's ability to access and use assets and resources of consolidated entities
     
  3. The nature of, and changes in, the risks associated with the reporting entity's involvement with structured entities.
The Boards also tentatively decided that a reporting entity could provide the disclosures on an aggregated basis, unless separate disclosure would provide more decision-useful information. The final disclosure requirements will contain application guidance on how the information could be aggregated.

The Boards tentatively decided that, to comply with the general disclosure principle, a reporting entity should disclose:
  1. All significant judgments and assumptions in determining whether it controls another entity and any changes in its control assessments that require significant judgment and the reasons for those changes
     
  2. The nature of restrictions that are a consequence of assets and liabilities by the parent or its subsidiaries.
The Boards asked the staff to conduct further research on disclosures relating to:
  1. Summarized financial information on subsidiaries
     
  2. The interest that the noncontrolling interests have in the group
     
  3. A reporting entity's risk exposure from its involvement with subsidiaries.
The Boards discussed reputational risk in the context of requiring disclosures for implicit obligations of support that a reporting entity may have with another entity. The Boards tentatively decided to require disclosures regarding the provision of support to another entity when there was no contractual or constructive obligation to do so and whether it has any current intentions to provide support or other assistance in the future.

The Boards will continue to deliberate disclosures for consolidated and unconsolidated entities at the April 2010 joint Board meeting.