FASB Discusses Feedback on Proposed Disclosure Requirements Related to Income Taxes
On July 26, 2016, the FASB issued a proposed Accounting Standards Update (ASU)1 that would modify or eliminate certain disclosure requirements related to income taxes as well as establish new requirements. Comments on the proposed ASU were due by September 30, 2016, and feedback was received and discussed at the FASB’s meeting on January 25, 2017. The proposed ASU had not been publicly readdressed, however, since the enactment of the Tax Cuts and Jobs Act (the “Act”) on December 22, 2017.
At its meeting on November 14, 2018, the FASB discussed comments received on the proposed ASU and reached several tentative decisions related to many of the proposed ASU’s disclosure requirements. The Board also discussed whether additional disclosures should be considered as a result of the Act. The Board’s tentative decisions, organized by topic, are summarized below.
Tax Cuts and Jobs Act
The Board tentatively concluded that the existing guidance in ASC 7402 adequately addressed the Act’s provisions; however, the Board requested that the FASB staff perform further research related to the Act’s deemed repatriation transition tax (the “transition tax”) to determine whether additional disclosure may be warranted. (See the Indefinitely Reinvested Foreign Earnings section below for more information on the transition tax.)
Change in Tax Law
The proposed ASU initially required all entities to disclose an enacted tax law change if it is probable that such a change would affect an entity in the future. Stakeholders expressed concerns that this language was potentially too broad, and the Board discussed the possibility of modifying the disclosure requirement to provide such disclosure if that change would have a “significant effect [on the entity] in a future period.” However, the Board ultimately determined that the disclosure requirement was unnecessary and voted to remove the proposed paragraph (ASC 740-10-50-22) from the proposed ASU.
Disaggregation
The proposed ASU would require all entities to disclose the following disaggregated amounts:
- The amount of pretax income (or loss) “from continuing operations . . . disaggregated between domestic and foreign.”3
- The amount of “income tax expense (or benefit) from continuing operations disaggregated between domestic and foreign.”4
- The amount of income taxes paid disaggregated by foreign and domestic amounts. A further disaggregation would be required for “any country that is significant to total income taxes paid.”
The Board ultimately voted to retain the disaggregated presentation of income (or loss) from continuing operations and the amount of income tax expense (or benefit), but it voted to remove the disaggregation requirement related to income taxes paid. On the basis of stakeholders’ feedback regarding concerns about current divergence in practice in reporting income or loss from continuing operations disaggregated between foreign and domestic amounts, the Board also voted to clarify that the amount of pretax income (or loss) from continuing operations presented in the disaggregation should be on a “preconsolidated” basis. Some Board members expressed concerns that “preconsolidated” is not defined in U.S. GAAP and could cause diversity in practice. We expect that a question will be added to the revised proposed ASU to ascertain whether stakeholders believe the term is operable or requires further clarification.
Connecting the Dots
In practice, some entities disaggregate and push elimination entries made in arriving at consolidated pretax income (loss) back to the respective components, while others disregard such elimination entries and report the components before elimination entries. For more information, see Section 6.27A of Deloitte’s A Roadmap to Accounting for Income Taxes.
Indefinitely Reinvested Foreign Earnings
The Act introduced the concept of the “transition tax,” which required U.S. shareholders to pay a tax on certain undistributed and previously untaxed foreign earnings and profits after 1986. The transition tax has significantly reduced the amount of untaxed foreign earnings held by entities with foreign operations as taxes have been (or will be) paid on all post-1986 earnings. As a result, the Board voted to remove the proposed disclosure requirement in ASC 740-30-50-3 from the proposed ASU which would have required an explanation of any change to an indefinite reinvestment assertion made during the year, including the circumstances that caused such a change and the amount of earnings to which the change in assertion related.
While not included in the proposed ASU, but for reasons similar to those noted above, the Board voted to remove the existing disclosure requirement in ASC 740-30-50-2(b) to disclose the “cumulative amount of each type of temporary difference” when a “deferred tax liability is not recognized because of the exceptions to comprehensive recognition of deferred taxes related to subsidiaries and corporate joint ventures.”
The proposed ASU also would have required entities’ disclosure of the aggregate of cash, cash equivalents, and marketable securities held by their foreign subsidiaries to provide users with additional information to help them predict the likelihood of future repatriations and the associated tax consequences related to foreign indefinitely reinvested earnings. The Board similarly voted to remove this requirement from the proposed ASU.
Unrecognized Tax Benefits
The Board voted to remove the proposed disclosure requirement for entities to disclose, in the tabular reconciliation of the total amount of unrecognized tax benefits required by proposed ASC 740-10-50-15A(a), settlements disaggregated by those that have been (or will be) settled in cash and those that have been (or will be) settled by using existing deferred tax assets (e.g., settlement by using existing net operating loss or tax credit carryforwards).
The Board voted to retain the proposed disclosure requirement for public business entities to provide a breakdown (i.e., a mapping) of the amount of total unrecognized tax benefits shown in the tabular reconciliation by the respective balance-sheet lines on which such unrecognized tax benefits are recorded. However, the Board voted to remove the requirement to disclose an unrecognized tax benefit that is not included in a balance-sheet line separately since it was unclear to which unrecognized tax benefit the requirement would now be relevant.
Connecting the Dots
Before the issuance of ASU 2016-09,5 excess tax benefits associated with share-based compensation were not recognized until such time as they reduced income taxes payable resulting in, essentially, off-balance-sheet deferred tax assets. When there were uncertain tax positions with respect to the amount of such unrecognized excess tax benefits, there would be an income tax uncertainty related to the off-balance-sheet item. Upon the issuance of ASU 2016-09, such off-balance-sheet excess tax benefits and related uncertain tax positions no longer exist.
The Board further affirmed the decision to remove the current requirement in ASC 740-10-50-15(d) to disclose the details of tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease in the next 12 months. As a result, the proposed ASU will eliminate this existing disclosure requirement.
Valuation Allowances
The Board voted to affirm the proposed disclosure requirement to require public business entities to explain any valuation allowance recognized or released during the year along with the corresponding amount.
Rate Reconciliation
The Board voted to affirm the proposed amendment to ASC 740-10-50-12, which would amend the requirement for a public business entity to disclose the income tax rate reconciliation in a manner consistent with SEC Regulation S-X, Rule 4-08(h).6 As amended, ASC 740-10-50-12 would continue to require a public business entity to disclose a reconciliation of the reported amount of income tax expense (or benefit) from continuing operations to the amount of income tax expense (or benefit) that would result from multiplying the pretax income (or loss) from continuing operations by the domestic federal statutory rate. However, the amendment would modify the requirement to disaggregate and separately present components in the rate reconciliation that are greater than or equal to 5 percent of the tax at the statutory rate in a manner consistent with the requirement in Rule 4-08(h).
Some Board members questioned whether 5 percent is still an appropriate threshold given the decrease to the U.S. statutory rate as a result of the Act; thus, the Board may raise this question to stakeholders in the revised proposed ASU.
Operating Loss and Tax Credit Carryforwards
Currently, entities are required to disclose the amount and expiration dates of operating losses and tax credit carryforwards for tax purposes. Historically, there has been diversity in practice related to this disclosure requirement. The proposed ASU would reduce this diversity by requiring a public business entity to disclose the total amount of:
- “Federal, state, and foreign [gross net operating loss and tax credit] carryforwards (not tax effected) by time period of expiration for each of the first five years after the reporting date and a total for any remaining years.”
- “[D]eferred tax assets for federal, state, and foreign [net operating loss and tax credit] carryforwards (tax effected) before the valuation allowance.”
The Board ultimately determined that disclosing the not-tax-effected amounts of federal, state, and foreign gross net operating loss and tax credit carryforwards did not provide decision-useful information and voted to remove this disclosure requirement. The Board concluded that disclosure of the tax-effected amounts of federal, state, and foreign deferred tax assets related to net operating loss and tax credit carryforwards was useful and voted to retain that proposed disclosure requirement with a modification to also disclose the valuation allowance associated with such amounts.
While the Board voted to require public business entities to provide the tax-effected amounts of federal, state, and foreign deferred tax assets related to net operating loss and tax credit carryforwards rather than the not-tax-effected amounts, on the basis of feedback received from nonpublic entities, the Board voted to retain the proposed disclosure requirement for nonpublic entities in ASC 740-10-50-8A to provide such disclosure on a not-tax-effected basis.
Interim Disclosure Requirements
The proposed ASU did not contain changes to interim disclosure requirements. However, the Board voted to add an interim disclosure requirement to disclose income taxes paid for all interim periods presented.
Next Steps
The Board requested that the staff update the proposed ASU to reflect the changes described above. It is expected that the Board will issue a revised proposed ASU for public comment, although there was no discussion of the anticipated timing of such issuance.
Connecting the Dots
The Board further discussed the possibility of bifurcating the proposed disclosures between those that should be re-exposed in the revised proposed ASU and those that could be included in a final ASU.
Summary of Decisions Reached
Each question presented in the FASB meeting handout and the Board’s summary of tentative decisions with respect to those questions are reproduced below (emphasis added):
Question | Tentative Decision |
|---|---|
1. Does the Board want to require any additional disclosures for any provisions of the Tax Cuts and Jobs Act, including global intangible low-taxed income (GILTI), base erosion anti-abuse tax (BEAT), or foreign-derived intangible income (FDII)? | No7 |
2. Does the Board want to affirm the proposed amendment in paragraph 740-10-50-22 to require all entities to provide a description of an enacted change in tax law that is probable to have an effect in a future period, including the clarification that the disclosure is required when an enacted change in tax law is probable to have a significant effect in a future period? | Removed |
3. Does the Board want to affirm the proposed amendment in paragraph 740-10-50-10A to require all entities to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign? | Affirmed8 |
4. Does the Board want to clarify that income (or loss) from continuing operations should be presented on a preconsolidated basis? | Yes |
5. Does the Board want to affirm or amend the proposed disclosure in paragraph 740-10-50-10B to require all entities to disclose income tax expense (or benefit) from continuing operations disaggregated between domestic and foreign? | Affirmed9 |
6. Does the Board want to affirm, amend, or remove the proposed disclosure in paragraph 740-10-50-25 that requires (a) income taxes paid to be disaggregated between domestic and foreign and (b) the amount of income taxes paid to any country that is significant to total income taxes paid? | Removed |
7. Does the Board want to affirm, amend, or remove the proposed disclosure in paragraph 740-30-50-3 that requires an entity to disclose an explanation of circumstances that caused a change in assertion about the indefinite reinvestment of undistributed foreign earnings and the corresponding amount of those earnings? | Removed |
8. Does the Board want to affirm, amend, or remove the existing disclosure in paragraph 740-30-50-2(b) that requires disclosure of the cumulative amount of each type of temporary difference when a deferred tax liability is not recognized because of the exceptions to comprehensive recognition of deferred taxes related to subsidiaries and corporate joint ventures? | Removed |
9. Does the Board want to affirm, amend, or remove the proposed disclosure in paragraph 740-10-50-24 that requires all entities to disclose the aggregate of cash, cash equivalents, and marketable securities held by foreign subsidiaries? | Removed |
10. Does the Board want to affirm the proposed amendment in paragraph 740-10-50-15A that requires public business entities to disclose, within the reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period, settlements using existing deferred tax assets separate from those that have been or will be settled in cash? | Removed |
11. Does the Board want to affirm the proposed disclosure in paragraph 740-10-50-15A that requires a public business entity to disclose the line items in the statement of financial position in which the unrecognized tax benefits are presented and the related amounts of such unrecognized tax benefits and to remove the [proposed] requirement to disclose the amount of unrecognized tax benefits that are not presented in the statement of financial position? | Affirmed10 |
12. Does the Board want to affirm its decision to remove the existing requirement in paragraph 740-10-50-15(d) that requires all entities to disclose the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefit balance in the next 12 months or make a statement that an estimate of the range cannot be made? | Affirmed |
13. Does the Board want to affirm the proposed disclosure in paragraph 740-10-50-6B that requires public business entities to disclose the amount and explanation of the valuation allowance recognized or released during the reporting period? | Affirmed |
14. Does the Board want to affirm the proposed disclosure in paragraph 740-10-50-12 that requires reconciling items exceeding 5 percent to be presented separately on the rate reconciliation and an explanation of the year-to-year changes in those reconciling items (public business entities only)? | Affirmed11 |
15. Does the Board want to remove the proposed disclosure in paragraph 740-10-50-6A(a) that requires public business entities to disclose the non-tax-effected amount of carryforwards? | Removed |
16. Does the Board want to add a requirement to disclose the valuation allowance associated with the tax-effected amounts of federal, state, and foreign carryforwards? | Affirmed |
17. Does the Board want to amend the proposed disclosure in paragraph 740-10-50-8A to require entities other than public business entities to show credit carryforwards separate from loss carryforwards? | Affirmed |
18. Does the Board want to add a disclosure that requires entities to disclose income taxes paid for all interim periods (this disclosure is currently required for annual financial statements)? | Affirmed |
19. Does the Board think that the expected benefits of the changes justify the expected costs of the changes? If not, is there additional information that the Board needs to make that determination? | Did not hold an official vote |
20. Would the Board like to issue a revised proposed Update for public comment? | Yes |
21. If the answer to question 20 is “yes,” does the Board give the staff permission to draft a proposed Update for vote by written ballot? | Yes |
22. What comment letter period does the Board select for the guidance in the revised proposed Update? | Did not hold an official vote |
Footnotes
1
FASB Proposed Accounting Standards Update, Income Taxes (Topic 740): Disclosure Framework — Changes to the Disclosure Requirements for Income Taxes.
2
For titles of FASB Accounting Standards Codification (ASC) references, see Deloitte’s “Titles of Topics and Subtopics in the FASB Accounting Standards Codification.”
3
Represents an existing disclosure requirement for public business entities under SEC Regulation S-X, Rule 4-08(h).
4
See footnote 3.
5
FASB Accounting Standards Update No. 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.
6
SEC Regulation S-X, 4-08(h), "Income Tax Expense."
7
See the Tax Cuts and Jobs Act section above for discussion of additional research to be performed related to the transition tax.
8
Represents an existing disclosure requirement for public business entities under SEC Regulation S-X, Rule 4-08(h).
9
See footnote 8.
10
The proposed amendment to ASC 740-10-50-15A was affirmed, but the proposed requirement to disclose separately an unrecognized tax benefit that is not included in a balance-sheet line was removed, as it was unclear what such an unrecognized tax benefit would be.
11
Represents an existing disclosure requirement for public business entities under SEC Regulation S-X, Rule 4-08(h).