D.8 Notes to Consolidated Financial Statements
D.8.1 Note A — Summary of Significant Accounting Policies
D.8.1.1 Income Taxes
Sample Disclosure
We account for income taxes under the asset and liability
method, which requires the recognition of DTAs and DTLs
for the expected future tax consequences of events that
have been included in the financial statements. Under
this method, we determine DTAs and DTLs on the basis of
the differences between the financial statement and tax
bases of assets and liabilities by using enacted tax
rates in effect for the year in which the differences
are expected to reverse. The effect of a change in tax
rates on DTAs and DTLs is recognized in income in the
period that includes the enactment date.
We recognize DTAs to the extent that we
believe that these assets are more likely than not to be
realized. In making such a determination, we consider
all available positive and negative evidence, including
future reversals of existing taxable temporary
differences, projected future taxable income,
tax-planning strategies, carryback potential if
permitted under the tax law, and results of recent
operations. If we determine that we would be able to
realize our DTAs in the future in excess of their net
recorded amount, we would make an adjustment to the DTA
valuation allowance, which would reduce the provision
for income taxes.
We record uncertain tax positions in accordance with ASC
740 on the basis of a two-step process in which (1) we
determine whether it is more likely than not that the
tax positions will be sustained on the basis of the
technical merits of the position and (2) for those tax
positions that meet the more-likely-than-not recognition
threshold, we recognize the largest amount of tax
benefit that is more than 50 percent likely to be
realized upon ultimate settlement with the related tax
authority.
D.8.1.2 Classification of Interest and Penalties
Sample Disclosure
We recognize interest and penalties related to UTBs on
the income tax expense line in the accompanying
consolidated statement of operations. Accrued interest
and penalties are included on the related tax liability
line in the consolidated balance sheet.
Sample Disclosure
We recognize interest and penalties related to UTBs on
the interest expense line and other expense line,
respectively, in the accompanying consolidated statement
of operations. Accrued interest and penalties are
included on the related liability lines in the
consolidated balance sheet.
For more information, see ASC 740-10-50-19.
D.8.1.3 ITC Recognition Policy
Sample Disclosure
We earn ITCs from the state of X’s economic development
program. We use the deferral method of accounting for
ITCs.
Sample Disclosure
We use the flow-through method to account for ITCs earned
on eligible scientific R&D expenditures. Under this
method, the ITCs are recognized as a reduction to income
tax expense in the year they are earned.
For more information, see ASC 740-10-50-20.
D.8.2 Note B — Statement of Cash Flows
Sample Disclosure
Supplemental cash flows and noncash investing and financing
activities are as follows:
Connecting the Dots
Under ASC 230-10-50-2, the supplemental cash flow information for income
taxes paid is required when an indirect method is used. Such disclosure can
be included in the company’s statement of cash flows or in a footnote.
D.8.3 Note C — Acquisitions
Sample Disclosure
The preliminary purchase price allocation resulted in
goodwill of $XX million, which is not deductible for income
tax purposes. Goodwill consists of the excess of the
purchase price over the fair value of the acquired assets
and represents the estimated economic value attributable to
future operations.
The purchase price allocation is preliminary and subject to
revision. At this time, except for the items noted below, we
do not expect material changes to the value of the assets
acquired or liabilities assumed in conjunction with the
transaction. Specifically, the following assets and
liabilities are subject to change:
- Intangible customer contracts.
- Payments due from and to related parties.
- Deferred income tax assets and liabilities.
As management receives additional information during the
measurement period, these assets and liabilities may be
adjusted.
Under the acquisition method of accounting for business
combinations, if we identify changes to acquired DTA
valuation allowances or liabilities related to uncertain tax
positions during the measurement period, and they are
related to new information obtained about facts and
circumstances that existed as of the acquisition date, those
changes are considered a measurement-period adjustment, and
we record the offset to goodwill. We record all other
changes to DTA valuation allowances and liabilities related
to uncertain tax positions in current-period income tax
expense. This accounting applies to all of our acquisitions,
regardless of acquisition date.
Sample Disclosure
Goodwill of $XX million was assigned to the X and Y segments
in the amounts of $XX million and $XX million, respectively,
and is deductible for tax purposes. The amounts of
intangible assets and goodwill have been assigned to the X
and Y segments on the basis of the respective profit margins
of the acquired customer contracts. The transaction was
taxable for income tax purposes, and all assets and
liabilities have been recorded at fair value for both book
and income tax purposes. Therefore, no deferred taxes have
been recorded.
See ASC 805-10-50-5 for more information on financial effects of adjustments related
to business combinations that occurred in the current or previous reporting periods,
and see ASC 805-30-50-1(d) for total amount of goodwill that is expected to be
deductible for tax purposes.
D.8.4 Note D — Income Taxes3
Sample Disclosure
For financial reporting purposes, income before income taxes
includes the following components:
The expense (benefit) for income taxes consists of:
Sample Disclosure
For financial reporting purposes, income before income taxes
includes the following components:
The provision for income taxes for 20X3, 20X2, and 20X1
consists of the following:
D.8.4.1 Components of Income Tax Expense or Benefit
Sample Disclosure
For more information, see ASC 740-10-50-9, which requires disclosure of other
items, such as the effects of changes in tax law or in valuation allowances,
that may be disclosed elsewhere (i.e., in the reconciliation of the ETR).
Sample Disclosure
If presented, the other tax expense (benefit) line above would include items
affecting the expense that neither meet the definition of a deferred tax item
(see ASC 740-10-30-4) nor the definition of a current tax item (see ASC
740-10-20). If material, the components of the other tax expense (benefit)
should be separately described below the table. For additional information, see
ASC 740-10-50-9.
D.8.4.2 Rate Reconciliation
Sample Disclosure
Reconciliation between the ETR on income from continuing
operations and the statutory tax rate is as follows:
For more information, see Regulation S-X, Rule 4-08(h), and ASC
740-10-50-12 through 50-14.
Connecting the Dots
SEC Regulation S-X, Rule 4-08(h)(2), indicates that for
entities subject to SEC reporting requirements, the reconciliation
should disclose all components of the income tax expense or benefit that
constitute 5 percent or more of income tax expense or benefit from
continuing operations, determined by using the statutory tax rate.
Entities that are not subject to SEC reporting requirements are
permitted to omit this reconciliation but must disclose the nature of
significant reconciling items.
Sample Disclosure
The differences between income taxes
expected at the U.S. federal statutory income tax rate
of 21 percent and the reported income tax (benefit)
expense are summarized as follows:
* See footnote 3.
D.8.4.3 Unrecognized DTL Related to Investments in Foreign Subsidiaries4
Sample Disclosure
As of December 31, 2018, the company has
accumulated undistributed earnings generated by foreign
subsidiaries of approximately $XXX million. We have not
recognized a DTL for these unremitted earnings and
related translation adjustments. Because $XXX million of
such earnings have previously been subject to (1) the
one-time transition tax on foreign earnings required by
the 2017 Act or (2) the GILTI tax, the amount of outside
basis difference in our foreign subsidiaries is not
material. In addition, any additional taxes due with
respect to the reversal of the outside basis difference
as a result of a repatriation would generally be limited
to the tax effect of currency gains or losses, capital
gains, foreign withholding, and state taxes. The amount
of unrecognized DTL is not material.
D.8.4.4 Components of the Net DTA or DTL
Sample Disclosure
For more information, see ASC 740-10-50-2, ASC 740-10-50-6, ASC 740-10-50-8, and
ASC 740-10-50-16.
D.8.4.5 Operating Loss and Tax Credit Carryforwards
Sample Disclosure
We have income tax NOL carryforwards related to our
international operations of approximately $XXX. We have
recorded a DTA of $XXX reflecting the benefit of $XXX in
loss carryforwards. Such DTAs expire as follows:
For more information, see ASC 740-10-50-3.
D.8.4.6 Valuation Allowance5 and Risks and Uncertainties
Sample Disclosure
Management assesses the available positive and negative
evidence to estimate whether sufficient future taxable
income will be generated to permit use of the existing
DTAs. A significant piece of objective negative evidence
evaluated was the cumulative loss incurred over the
three-year period ended December 31, 20X3. Such
objective evidence limits the ability to consider other
subjective evidence, such as our projections for future
growth.
On the basis of this evaluation, as of
December 31, 20X3, a valuation allowance of $XXX has
been recorded to recognize only the portion of the DTA
that is more likely than not to be realized. The amount
of the DTA considered realizable, however, could be
adjusted if additional objectively verifiable positive
evidence materializes in future reporting periods, such
as a demonstrated operating profitability.
Sample Disclosure
Management assesses the available positive and negative
evidence to estimate whether sufficient future taxable
income will be generated to permit use of the existing
DTAs. A significant piece of objective negative evidence
evaluated was the cumulative loss incurred over the
three-year period ended December 31, 20X3.
Such objective evidence limits the ability to consider
other subjective evidence, such as our projections for
future growth. We have determined that the reversal of
future taxable temporary differences corresponding to
our DTLs will provide a sufficient source of income for
realization of our DTAs.
On the basis of this evaluation, as of December 31, 20X3,
no valuation allowance has been recorded against our
DTAs. In the absence of future taxable income,
reductions in our DTLs may result in the need for a
valuation allowance in a subsequent period.
For more information, see ASC 275-10-50-8.
Sample Disclosure
We have federal and state income tax NOL carryforwards of
$XXX and $XXX, which will expire on various dates in the
next 15 years as follows:
We believe that it is more likely than not that the
benefit from certain state NOL carryforwards will not be
realized. In recognition of this risk, we have provided
a valuation allowance of $XXX on the DTAs related to
these state NOL carryforwards. If or when recognized,
the tax benefits related to any reversal of the
valuation allowance on DTAs as of December 31, 20X3,
will be accounted for as follows: Approximately $XXX
will be recognized as a reduction of income tax expense
and $XXX will be recorded as an increase in equity.
The federal, state, and foreign NOL carryforwards in the
income tax returns filed included UTBs. The DTAs
recognized for those NOLs are presented net of these
UTBs.
Because of the change of ownership provisions of the Tax
Reform Act of 1986, use of a portion of our domestic NOL
and tax credit carryforwards may be limited in future
periods. Further, a portion of the carryforwards may
expire before being applied to reduce future income tax
liabilities.
D.8.4.7 Valuation Allowance Reversal6
Sample Disclosure
As of December 31, 20X3, our DTAs were primarily the
result of U.S. NOL, capital loss, and tax credit
carryforwards. A valuation allowance of $XXX and $XXX
was recorded against our gross DTA balance as of
December 31, 20X3, and December 31, 20X2, respectively.
For the years ended December 31, 20X3, and December 31,
20X2, we recorded a net valuation allowance release of
$XXX (comprising a full-year valuation release of $XXX
related to the X segment, partially offset by an
increase to the valuation allowance of $XXX related to
the Y segment) and $XXX, respectively, on the basis of
management’s reassessment of the amount of its DTAs that
are more likely than not to be realized.
As of each reporting date, management considers new
evidence, both positive and negative, that could affect
its view of the future realization of DTAs. As of
December 31, 20X3, in part because in the current year
we achieved three years of cumulative pretax income in
the U.S. federal tax jurisdiction, management determined
that there is sufficient positive evidence to conclude
that it is more likely than not that additional deferred
taxes of $XXX are realizable. It therefore reduced the
valuation allowance accordingly.
As of December 31, 20X3, and December 31, 20X2, we have
NOL carryforwards of $XXX and $XXX, respectively, which,
if unused, will expire in years 20Y6 through 20Z2. We
have capital loss carryforwards totaling $XXX and $XXX
as of December 31, 20X3, and December 31, 20X2,
respectively, which, if unused, will expire in years
20X4 through 20X8. In addition, as of December 31, 20X3,
and December 31, 20X2, we have qualified affordable
housing tax credit carryforwards totaling $XXX and $XXX,
respectively, which, if unused, will expire in years
20X8 through 20Z3, and alternative minimum tax credits
of $XXX and $XXX, respectively, that may be carried
forward indefinitely. Certain tax attributes are subject
to an annual limitation as a result of the acquisition
of our Subsidiary A, which constitutes a change of
ownership as defined under IRC Section 382.
D.8.4.8 Tax Holidays
Sample Disclosure
We operate under tax holidays in other countries, which
are effective through December 31, 20X3, and may be
extended if certain additional requirements are
satisfied. The tax holidays are conditional upon our
meeting certain employment and investment thresholds.
The impact of these tax holidays decreased foreign taxes
by $XXX, $XXX, and $XXX for 20X3, 20X2, and 20X1,
respectively. The benefit of the tax holidays on net
income per share (diluted) was $.XX, $.XX, and $.XX for
20X3, 20X2, and 20X1, respectively.
For more information, see SAB Topic 11.C.
D.8.4.9 Unrecognized Tax Benefits
D.8.4.9.1 Tabular Reconciliation of UTBs
Sample Disclosure
Below is a tabular reconciliation of the total
amounts of UTBs; this tabular reconciliation
disclosure is not required for nonpublic
entities.
Sample Disclosure
The table below illustrates a selection of
reconciling items that may be reported separately or
aggregated on the basis of the specific facts and
circumstances. The list is not intended to be
all-inclusive. If reported separately, the
descriptions should be appropriately titled so that
the user of the financial statements will understand
the nature of the reconciling item being
reported.
D.8.4.9.2 UTBs That, if Recognized, Would Affect the ETR
Sample Disclosure
Included in the balance of UTBs as
of December 31, 20X3; December 31, 20X2; and
December 31, 20X1, are $XXX, $XXX, and $XXX,
respectively, of tax benefits that, if recognized,
would affect the ETR. Also included in the balance
of UTBs as of December 31, 20X3; December 31, 20X2;
and December 31, 20X1, are $XXX, $XXX, and $XXX,
respectively, of tax benefits that, if recognized,
would result in adjustments to other tax accounts,
primarily deferred taxes.
For more information, see ASC 740-10-50-15A(b).
D.8.4.9.3 Total Amounts of Interest and Penalties Recognized in the Statement of Operations and Total Amounts of Interest and Penalties Recognized in the Statements of Financial Position
Sample Disclosure
We recognize interest accrued related to UTBs and
penalties as income tax expense. We accrued
penalties of $XX and interest of $XX during 20X3 and
in total, as of December 31, 20X3, recognized a
liability related to the UTBs noted above for
penalties of $XX and interest of $XX. During 20X2,
we accrued penalties of $XX and interest of $XX and
in total, as of December 31, 20X2, recognized a
liability for penalties of $XX and interest of $XX.
During 20X1, we accrued penalties of $XX and
interest of $XX.
For more information, see ASC 740-10-50-15(c).
D.8.4.9.4 Tax Positions for Which It Is Reasonably Possible That the Total Amounts of UTBs Will Significantly Increase or Decrease Within 12 Months of the Reporting Date
Sample Disclosure
We believe that it is reasonably possible that a
decrease of up to $XX in UTBs related to state
exposures may be necessary within the coming year.
In addition, we believe that it is reasonably
possible that approximately $XX of current other
remaining UTBs, each of which is individually
insignificant, may be recognized by the end of 20X4
as a result of a lapse of the statute of
limitations. As of December 31, 20X2, we believed
that it was reasonably possible that a decrease of
up to $XX in UTBs related to state tax exposures
would have occurred during the year ended December
31, 20X3. During the year ended December 31, 20X3,
UTBs related to those state exposures actually
decreased by $XX as illustrated in the table
above.
For more information, see ASC 740-10-50-15(d).
D.8.4.9.5 Description of Tax Years That Remain Subject to Examination by Major Tax Jurisdictions
Sample Disclosure
We are subject to taxation in the United States and
various states and foreign jurisdictions. As of
December 31, 20X3, tax years for 20X0, 20X1, and
20X2 are subject to examination by the tax
authorities. With few exceptions, as of December 31,
20X3, we are no longer subject to U.S. federal,
state, local, or foreign examinations by tax
authorities for years before 20X0. Tax year 20W9 was
open as of December 31, 20X2.
For more information, see ASC 740-10-50-15(e).
D.8.4.10 Subsequent-Events Disclosure
Sample Disclosure
In January 20X4, we received notice of a tax incentive
award of $XX that will allow us to monetize
approximately $XX of state R&D tax credits. In
exchange for this award, we pledged to hire more
employees and maintain the additional head count through
at least December 31, 20X8. Failure to do so could
result in our being required to repay some or all of
these incentives.
For more information, see ASC 855-10-50-2.
Connecting the Dots
Disclosure of a nonrecognized subsequent event is required only when the
financial statements would be considered misleading without such
disclosure.
Footnotes
3
At the 2010 AICPA Conference, Jill Davis, associate chief
accountant in the SEC’s Division of Corporation Finance, stated that one of
the requirements in SEC Regulation S-X, Rule 4-08(h), is to disclose the
components of income (loss) before income tax expense (benefit) as either
domestic or foreign. Ms. Davis indicated that some registrants’ disclosures
about these components have been limited in circumstances in which the
registrants had a very low income tax expense because a substantial amount
of profits were derived from countries with little or no tax. She explained
that the disclosures provided should allow an investor to easily determine
the ETR for net income attributable to domestic operations and foreign
operations and stated that the lack of such disclosure may result in SEC
staff comments. For additional information, see SEC Regulation S-X, Rule
4-08(h), “General Notes to Financial Statements: Income Tax Expense.”
4
See footnote 1.
5
At the 2011 AICPA Conference, Mark Shannon advised that
entities must consider all available evidence, both positive and
negative, in determining whether a valuation allowance is needed to
reduce a DTA to an amount that is more likely than not to be realized.
Mr. Shannon said that some registrants are placing less weight on recent
losses when weighing the positive and negative evidence because they
view the current economic downturn as an aberration, as given in an
example in ASC 740-10-30-22. He stated that while each company’s facts
and circumstances could differ, in general it would be difficult to
conclude the economic downturn is an aberration. He also reminded
participants that overcoming such negative evidence would require
significant objective positive evidence. At the 2012 AICPA Conference,
Mr. Shannon reiterated these comments. He also emphasized the importance
of evidence that is objectively verifiable and noted that it carries
more weight than evidence that is not.
6
At the 2012 AICPA Conference, Mark Shannon noted that
registrants who have returned to profitability may be considering
whether they should reverse a previously recognized valuation allowance.
He indicated that factors to consider in making this determination
include (1) the magnitude and duration of past losses and (2) the
magnitude and duration of current profitability as well as changes in
the factors that drove losses in the past and those currently driving
profitability. Nili Shah further noted that registrants should assess
the sustainability of current profits as well as their track record of
accurately forecasting future financial results. She pointed out that
registrants’ disclosures should include a discussion of the factors or
reasons that led to a reversal of a valuation allowance that effectively
answers the question “why now.” Such disclosures would include a
comprehensive analysis of all available positive and negative evidence
and how the entity weighed each piece of evidence in its assessment. She
also reminded registrants that the same disclosures would be expected
when there is significant negative evidence and a registrant concludes
that a valuation allowance is necessary.