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FASB Update
KPMG LLP
Presented by:
John Lathrop, Partner KPMG LLP
September 15, 2009
American Public Power Association
2009 Business & Financial Conference
John Lathrop – Résumé
Background
John is a partner in the Audit practice in the Kansas City office of KPMG LLP. He has more than 28 years
of public accounting experience providing audit services.
Professional and Industry Experience
JOHN F. LATHROP
Partner
KPMG LLP
1000 Walnut
Suite 1000
Kansas City, MO 64106
Tel 816-802-5882
Fax 816-817-0380
[email protected]
Function and Specialization
John is an audit partner with substantial SEC and
international experience.
Professional Associations
• Member, American Institute of Certified Public
Accountants (AICPA)
• Member, Kansas Society of Certified Public
Accountants
• Member, Missouri Society of Certified Public
Accountants
Education, Licenses & Certifications
• BS, University of Missouri-Columbia.
• Licensed Certified Public Accountant in Missouri,
Kansas, Ohio, and Vermont.
John has served as the lead engagement partner for numerous clients in the energy, transportation,
agribusiness and service industries. He has substantial SEC related experience serving as the lead
engagement partner for numerous SEC registrants. This experience includes initial public offerings,
debt and equity registration statements, comfort letters and responding to SEC comment letters. John has
also considerable experience in accounting for business acquisitions and related purchase price allocations,
income tax accounting, restructuring, derivatives and coordination and execution of complex multi-location
engagements involving significant international coordination and travel. John also has experience in drafting
testimony and filing testimony used in regulatory proceedings.
Technical Skills
Accounting and audit, SEC regulations, S-X rules, and FERC regulations, business combinations,
and business restructurings, accounting for income taxes and derivatives.
Corporate tax provisions Publications and Speaking Engagements
• Has instructed several firm-wide training sessions including:
• Rate regulated training - Rate Case School
• Accounting for taxes
• Has made various presentations on accounting matters impacting utility and energy companies
at various energy industry conferences.
• Co-authored training and audit used for transportation clients
• Testified before the Kansas Corporation Commission.
Other Activities
• Board member, Children’s Center for the Visually Impaired
• Advisory Board member (1997-2002), University of Missouri School of Accounting)
© 2009 KPMG LLP, a U.S. limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative.
All rights reserved. Printed in the U.S.A. KPMG and the KPMG logo are registered trademarks of KPMG International, a Swiss cooperative.
Agenda
Welcome and Introduction
FAS 141R – Business Combinations and
FAS 160 – Noncontrolling Interests
FASB Projects (Shorter Term) – Guidance Expected Within the Next Year
FASB Projects (Longer Term) – Guidance Expected After One Year
Recent Accounting Developments
FAS 157 – Fair Value Measurements
Impairments
Update on IFRS
© 2009 KPMG LLP, a U.S. limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative.
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2
Overview of Changes in
Accounting for
Business Combinations
and Noncontrolling Interests:
The Implications of FASB No.141R
and FASB No. 160
© 2009 KPMG LLP, a U.S. limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative.
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3
Significant Changes to Current Accounting
FAS 141
FAS 141R
Definition of a
business
Self-sustaining and
providing a return to
investors
Measuring equity
issued
Few days before and
after terms are agreed
to and announced
Expanded definition
– only needs to be
capable of
generating revenue
stream
Fair value on the
acquisition date
Acquisition-related
costs
Direct costs included
in purchase price
Direct costs
generally expensed
as incurred
© 2009 KPMG LLP, a U.S. limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative.
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4
Significant Changes to Current Accounting (Cont.)
Contingent
consideration
Restructuring costs
In-process research
and development
(IPR&D)
FAS 141
Adjustment to
purchase price when
contingency resolved
Recorded as a
liability in purchase
accounting if criteria
in EITF 95-3 are met
Determine fair value
but expensed at the
acquisition date
FAS 141R
Fair value on the
acquisition date
Subsequent changes
in liability recognized
in earnings
Not recorded as a
liability unless criteria
in Statement 146 are
met
Capitalized at fair
value as indefinitelived intangible asset
not subject to
amortization until
completion or
abandonment
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5
Significant Changes to Current Accounting (Cont.)
Taxes
Measurement period
changes
Control obtained in
stages
FAS 141
Change in valuation
allowance and tax
uncertainties is
adjustment to
purchase price
Generally recognize
prospectively as a
change in estimate
FAS 141R
Change in valuation
allowance and tax
uncertainties is
recognized through
earnings
Retrospective revision
Apply purchase
method – no gain or
loss recorded
Remeasure NCI
amount to FV on date
control is obtained and
record gain or loss
© 2009 KPMG LLP, a U.S. limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative.
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6
Significant Changes to Current Accounting (Cont.)
FAS 141
FAS 160
Acquiring control,
but less than 100%
Only the controlling
interest is recorded
at FV
Record at 100% FV
Initial measurement
of noncontrolling
interest (NCI)
Record NCI share at
Record NCI at FV
carrying value and no including its allocated
goodwill allocated
share of goodwill
Balance sheet
classification of NCI
Liability or mezzanine Separate component
of equity
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7
Significant Changes to Current Accounting (Cont.)
FAS 141
FAS 160
Record as equity
transaction – no gain
or loss recorded
Control is lost, but
retain NCI
Apply purchase
method for
increases; record
gain or loss on sale
for decreases
No remeasurement of
retained interest
Accumulated net
losses attributable to
NCI
Limited to original
carrying amount of
NCI
NCI could have a
negative carrying
value
Increase or decrease
in ownership with
control retained
Retained NCI is
remeasured to FV on
the date control is lost
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8
FASB FAS 160 Scope Project
FASB project evolved from the EITF’s Issue 08-10, Selected Statement
160 Implementation Issues
Proposed scope:
Decreases in ownership apply to the following:
A subsidiary that is a business or nonprofit activity and is not in-substance real estate
(Issue 1 of EITF 08-10)
A subsidiary that is a business or nonprofit activity and is not in-substance real estate
that is transferred to an equity method investee or joint venture (Issue 2 and 3 from
EITF 08-10)
An exchange of a group of assets that constitute a business or nonprofit activity that
is not in-substance real estate for a noncontrolling interest in an entity
When an entity has a controlling financial interest in a subsidiary, apply the
provisions of FAS 160 for any increases in ownership regardless of
whether the subsidiary is a business, nonprofit activity, or in-substance real
estate (i.e., adjustment of equity)
Effective for periods beginning after December 15, 2009, but applied
retrospectively to the date FAS 160 first adopted
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9
Guidance Expected
in the Next Year
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10
Going Concern
Accounting requirements previously in auditing standards
(AU Section 341)
Management is responsible for going concern assessment
Better alignment with IFRS (IAS 1)
Comparison to existing auditing literature
Consistencies—definition of going concern, example conditions and events
that may indicate that there is substantial doubt, example considerations
relating to management’s plans, and disclosure requirements
Changes—time period for which the assessment is required, additional
requirement for disclosure if FS not prepared on a going-concern basis
No reference to “not to exceed one year beyond FS date”
Time frame beyond one year is limited to a “practical time thereafter”
Status – Original effective date was for interim and annual periods
ending after June 15, 2009
FASB currently discussing potential change to clarify the term “substantial
doubt”—could cause re-exposure of standard
No estimated effective date for final standard—goal is 2009
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11
Proposed Statement – Disclosure of Certain
Loss Contingencies
Exposure Draft issued June 2008
Would expand the disclosure requirements for certain loss
contingencies within the scope of Statements 5 and 141R by
Expanding the population of loss contingencies that are required to be
disclosed
Requiring disclosure of specific quantitative and qualitative information
Requiring a tabular reconciliation of recognized loss contingencies
Providing an exemption from disclosing certain required information if
“prejudicial” to an entity’s position in dispute
No disclosures would be required for loss contingencies that are
assessed as remote
Would be effective no sooner than for fiscal years ending after
December 15, 2009
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12
FSP FAS 144–d, Amending the Criteria for
Reporting a Discontinued Operation
Discontinued operation defined as:
An operating segment (per Statement 131) that has been
disposed of or classified as held for sale, or
A business as defined by Statement 141R, that meets
criteria to be classified as held for sale on acquisition
This would be the only criteria for determining
whether a component is reported as
discontinued operations
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13
FSP FAS 144–d, Amending the Criteria for
Reporting a Discontinued Operation
Disclosures
Objective: Enable users to assess effect of disposal
Achieved by:
Disclosures required by Statement 144 paras. 47 & 48 (as amended), and
Incremental disclosures as required by the FSP
Required regardless of whether component disposed of or
classified as held for sale is reported in disc ops or continuing ops
Effective for financial statements issued for FY
beginning after December 15, 2009
Retrospective application
Early application permitted
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14
FSP FAS 144–d, Amending the Criteria for
Reporting a Discontinued Operation
Recent FASB Webcast
Agreed that disc ops should continue to be presented on
the face (users surveyed said they use the face to identify
further analysis on their part)
Leaning toward defining a disc op as a component of the
business (separable cash flows) and including a qualitative
overlay that the component disposal represents a strategic
shift and an effect on trends
Did not like the notion of operating segment as it was too
broad, and it would lead to very few disc ops being
reported
Assuming the board can get the right level of presentation
on the face, it will lead to less disclosure
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15
FASB/IASB
Joint Project on Revenue
Recognition
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16
Background and Timetable
Joint project between the FASB and the IASB
Objective of project:
Develop a single, principles-based standard to deal with all types of contracts
and business sectors
Converge IFRS and U.S. GAAP
Single revenue recognition standard would replace the ~180 pieces of U.S.
GAAP revenue recognition literature and IFRS revenue-related standards
Discussion Paper Issued
December 19, 2008
Comments Due to FASB
June 19, 2009
Exposure Draft
1H 2010
Final Standard
2011
Effective Date
2012 ?
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17
Scope
All contracts with customers
Contract – an agreement between two or more parties that creates
enforceable rights and obligations, not necessarily in writing
Customer – the party that has contracted with an entity to obtain a
good or a service that represents an output of the entity’s ordinary
activities
Areas potentially considered for exclusion but no
decisions yet
Financial instruments and some nonfinancial instrument contracts
under scope of IAS 39 and related U.S. GAAP (e.g., FAS 133)
Insurance contracts
Leasing contracts
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18
Summary of Potential Changes to Current
Practice
“All” performance obligations identified
Postdelivery services separated, e.g., warranty
Sales incentives separated
Potentially other customer “rights,” e.g. right of return,
upgrade rights, right to purchase at a discount
Segmentation of a construction contract not required
More estimates
Allocation to “all” performance obligations
VSOE or other third-party evidence is not required –
EITF 00-21 and SOP 97-2
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19
Summary of Potential Changes to Current
Practice
Long-term Contract Accounting – SOP 81-1
Recognition of revenue during the construction phase may not
be accepted in many cases
Cost-to-cost method and single margin recognition may not be
acceptable
Costs are expensed unless capitalizable in
accordance with other standards
Revenue standards would be superseded; cost capitalization
guidance could be eliminated
Currently accepted analogies to other standards that allow for
cost capitalization (e.g., FAS 91) may not be permitted
Contract origination costs would be expensed as incurred
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20
Summary of Potential Changes to Current
Practice
Collectibility
Consideration of collectibility would not be a criterion for
recognition
Collectibility would be considered in the measurement of
rights under the contract
Effect on measurement of rights is under discussion
No revenue in the absence of a contract
E.g., biological assets at fair value – SOP 85-3
Precious minerals – ARB 43
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21
FASB/IASB Joint Project
on Leases
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22
Leases
Joint FASB/IASB Discussion Paper issued in March
Standard expected to be exposed in first half of 2010, with final issuance
mid-2011
Unlikely that accounting for existing leases would be grandfathered
Focuses on lessee accounting
Proposed changes to current practice:
Right to use the leased property and obligations incurred by a lessee meet
the definitions of assets and liabilities
Lease finance liability to be measured at present value of the most likely amounts to be
paid over the lease term using incremental borrowing rate
Offsetting amount for right-of-use asset, plus any upfront payments
Initial measurement of uncertain cash flows for:
Contingent lease payments at present value of the most likely amounts to be paid over
the most likely lease term
The two boards have reached different conclusions on the measurement of
contingencies
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23
Leases (continued)
Proposed changes to current practice, continued:
Reassessment each reporting period of most likely lease term
and uncertain cash flows
Most likely lease term
No agreement on whether discount rate should change
Remeasurement offset against right-of-use asset
No immediate effect on the income statement
Uncertain cash flows
Boards have differing views when adjustments occur due to updated
expectations
FASB view that adjustments recognized in P&L
IASB view that adjustments to liability recorded with offset against
right-of-use asset
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24
Leases (continued)
Proposed changes to current practice, continued:
Subsequent accounting
Right-of-use asset amortized over the shorter of most-likely lease term or the
economic life of the asset
Lease payments apportioned between interest expense and the obligation
Presentation
Liability included as financial liability on balance sheet
Differing views on whether presented separately
Right-of-use asset separately stated based upon nature (e.g., PP&E, land)
Amortization expense classified in P&L based upon nature
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25
Leases (continued)
Lessor-accounting issues when applying the right-to-use model
Two approaches mentioned in Discussion Paper:
Finance lease
Performance-obligation approach
Discussion paper does not address:
Sale-leaseback transactions
Subleases
Impairment model for right-of-use assets
Accounting for payments of services within the lease payments
Whether initial direct costs of lease should be capitalized
Disclosure requirements
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26
Recent Accounting
Developments
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27
What is the Codification?
The Codification brings together and organizes all GAAP
previously in Levels A through D of GAAP Hierarchy that was
issued by a standard-setter
SFAS 168 (issued June 29, 2009) designates the Codification
as the single source of authoritative U.S. GAAP for
nongovernmental entities
Effective for interim and annual periods ending after
September 15, 2009
SFAS 168 eliminates the previous GAAP hierarchy and
designates GAAP into two levels – authoritative and
nonauthoritative
Codification intended to retain existing U.S. GAAP without
changing it
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28
Standard-Setting After Codification is
Effective
New standards issued after the Codification’s release will
serve to update the Codification (no longer authoritative
themselves)
Will be referred to as “Accounting Standards Updates”
(ASUs)
ASUs will be subject to same due process procedures
currently in place for new accounting pronouncements
ASUs will consist of a standard, a basis for conclusions,
and Codification update instructions
ASUs will be identified by year of issuance and sequence
of guidance within that year
For example, the first update in 2010 would be referred to
as “Accounting Standards Update No. 2010-01”
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29
References in Financial Statements
Financial statements for interim and annual periods ending after
September 15, 2009 should use Codification references, not “legacy”
GAAP references
Financial statements issued before may use legacy GAAP references
Grandfathered guidance not included in the Codification would
continue to be referenced to legacy GAAP
Acceptable referencing alternatives when those financial statements
are issued after Codification is effective:
Dual-references to Codification and legacy GAAP, or
Codification references only
Registrants should not use Codification references for SEC
content
Refer to applicable SEC rule or regulation (for example,
Regulation S-X or a Staff Accounting Bulletin)
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30
SFAS 165 Subsequent Events
SFAS 165 incorporated the related requirements from
auditing literature into the accounting literature without
significant modification
Responsibility on management; not only on auditors
Companies will be required to disclose the date through
which subsequent events have been evaluated
Evaluate subsequent events through the date the financial
statements are either issued or available to be issued,
depending on the company’s expectation of whether it will
widely distribute its financial statements to its shareholders
and other financial statement users
Effective for interim or annual financial periods ending after
June 15, 2009 and should be applied prospectively
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31
Overview of Statement 166
Amends Statement 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of
Liabilities
Statement 166 eliminated the following:
Qualifying Special Purpose Entity (QSPE) concept and
criteria
Exemption from consolidation of QSPEs in the transferor’s
financial statements
Impact
All former QSPEs are subject to consolidation
Most are expected to be consolidated by transferor,
servicer, or guarantor
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32
Overview of Statement 167
Amends FIN 46R, Consolidation of Variable Interest Entities
Major Changes
Eliminates QSPE-related scope exceptions
Provides new criteria for determining the primary beneficiary
(PB) of a variable interest entity (VIE)
Adds a reconsideration event for determining whether an entity
is a VIE
Increases frequency of required reassessments to determine
the PB of a VIE
Requires additional interim and annual disclosures
Objectives
Address concerns raised as a result of current market
conditions (e.g., primary beneficiary determination and
reconsideration events)
Improve financial reporting by entities involved with VIEs
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33
Statements 166 and 167
Effective as of the beginning of the first fiscal year
that begins after November 15, 2009, and for interim
and annual reporting periods thereafter
January 1, 2010 for calendar-year-end companies
Early application is prohibited
Former QSPEs will need to be evaluated for
consolidation
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34
Fair Value
Measurements
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35
Statement 157, Fair Value Measurements
Historical context
SFAS 157, Fair Value Measurements, issued in
September 2006
Defines fair value
Establishes a framework for measuring fair value
Expands disclosures
Statement 157 did not require any new fair value
measurements
Common fair value applications – nonfinancial
SFAS 107, SFAS 115, SFAS 133, SFAS 140, SFAS 141R,
SFAS 142, SFAS 143, SFAS 144, SFAS 146
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36
Expiration of FSP FAS 157-2 Deferral
FASB previously granted a one-year deferral to nonrecurring measurements of nonfinancial assets and
liabilities
SFAS 157 is applicable to those fair value measurements
for fiscal years beginning after November 15, 2008 and
interim periods within those fiscal years
Accordingly, the deferral has now expired for many
entities, including those with a calendar year-end
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37
Definition of Fair Value
The price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between
market participants at the measurement date (exit price)
Price in hypothetical transaction to sell an asset or transfer
a liability (exit price)
NOT price in actual transaction to acquire an asset or
assume a liability (entry price)
NOT adjusted for transaction costs
This definition applies regardless of the type of asset that
is being measured at fair value, including nonfinancial
items
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FSP FAS 157-4 – Scope and Overview
Scope
Fair value measurements under Statement 157
Does not change requirements on the use of Level 1 inputs
Provides additional guidance related to:
The use of judgment in evaluating the relevance of inputs like
transaction prices
Estimating fair value when the volume and level of activity for
the asset or liability have significantly decreased
Identifying transactions that are not orderly
Reaffirms that the measurement objective is fair value as
defined in Statement 157
The price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market
participants at the measurement date under current market
conditions
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39
Proposed FSP FAS 157-f, Measuring
Liabilities under SFAS 157
Scope
Fair value measurements of liabilities
Comment period ended 6/1/09
Proposed Effective Date
First reporting period (including interim periods) beginning after
issuance
Redeliberations
Proposed Transition
Prospective application
Changes resulting from guidance should be accounted for as a
change in accounting estimate
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40
Proposed FSP FAS 157-f, Measuring
Liabilities under SFAS 157
Liabilities are rarely “transferred” in the marketplace;
however, they may be traded as assets
If a quoted price in an active market for an identical liability
is not available, use one of following approaches:
Quoted price of identical liabilities traded as assets in active
markets (Level 1 measurements)
Quoted price of identical liabilities (or identical liabilities traded as
assets) in inactive markets
Quoted price of similar liabilities (or similar liabilities traded as
assets) in active markets
Another valuation technique consistent with SFAS 157’s principles
Should not adjust for a restriction on transfer for the liability
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41
FAS 141 vs. 141R
Asset
Receivable
FAS 141
141R
PV of amounts to be received at appropriate current
interest rates. Allowances, if necessary, are
separately recognized.
Current replacement cost
FV
WIP
Estimated selling prices of finished goods less the
sum of (a) costs to complete, (b) costs of disposal,
and (c) a reasonable profit allowance for the
completing and selling effort based on profit for
similar finished goods
FV
Finished goods
Estimated selling prices less (a) costs of disposal
and (b) a reasonable profit allowance for the selling
effort of the acquiring entity
Fair value
FV
Raw materials
Intangibles
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FV
FV
42
FAS 141 vs. 141R (continued)
Asset
FAS 141
141R
Other assets,
including land,
natural resources,
and nonmarketable
securities
Appraised value
FV
Property, plant and
equipment
To be used – current replacement cost for similar
capacity unless the expected future use of the
assets indicates a lower value to the acquiring
entity
FV
To be sold – at fair value less cost to sell
Accounts payable,
debt, accruals
PV of amounts to be paid determined at
appropriate current interest rates
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FSP
157-c
43
FAS 141 vs. 141R (continued)
Asset
FAS 141
141R
IPR&D
FV as part of purchase price allocation (expensed
Day 2)
FV
Defensive asset
Generally, not recognized in practice
EITF
08-7
Contingent
Consideration
Generally, when contingency is resolved, and
consideration is issued or issuable.
FV
Preacquisition
contingencies
Two Steps:
(1) FV – If fair value can be determined, or
(2) FAS 5 – If fair value cannot be determined
FSP
141R-1
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44
Impairment Considerations
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45
Annual Goodwill Impairment Test – Step #1
Multiple reporting units –
Various valuation techniques may be used
Market capitalization, if RU is publicly traded
Income approach
Market approach
Combination
Implications of current environment:
Appropriate assumptions and sensitivity of changes in assumptions
Decline in projected cash flows compared to previous years (or year end)
Increase in discount rate to give effect to increased risk and uncertainties
of economy, industry, business
Consider implications of restructuring plans, closures, sales of business
on goodwill allocation to RUs
Reconciliation of adjusted market capitalization to aggregate of FV of RUs
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46
Annual Goodwill Impairment Test – Step #2
Compare the implied FV of the reporting unit goodwill with the
carrying amount of that reporting unit
Measurement of residual goodwill as a result of Bus Com
purchase price allocation
Items with an effect on amount of implied goodwill
Unrecognized intangibles
Fair value of long-lived assets where carrying value is > than fair
value, but passes undiscounted cash flows of test
Unrecorded liabilities
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47
Current Valuation Trends
Calculating fair value of RU and intangible assets more
frequently, not necessarily just on an annual basis
FAS 144 – Step 2
FAS 142 – Step 2
Increasing discount rates
Higher cost of equity
Higher cost of debt
Lower long-term growth rates
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48
Long-Lived Assets
Trigger-based test – examples:
Significant decrease in market price of a LL asset
Significant adverse change in extent or manner in which LL
asset is being used or in physical condition
Significant adverse change in legal factors, business climate or
adverse action by regulator
Significant costs in excess of amount originally expected for
acquisition or construction of LL asset
Current and historical cash flow losses or projection of
continuing losses associated with use of LL asset
More likely than not expectation that LL asset will be sold or
disposed of significantly before end of its useful life
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49
Long-Lived Assets (continued)
Impairment test – Long-lived assets (asset groups) to be held and used
LL assets are grouped at the lowest level for which cash flows can be
identified that are largely independent of cash flows of other asset groups
Determine recoverability by estimating future cash flows of LL asset group
Cash flows incorporate company’s own assumptions about use of LL asset (asset
group)
Compare undiscounted cash flows to carrying amount
If carrying amount exceeds undiscounted cash flows, must determine the
fair value of the LL asset (asset group)
Fair value determined using FAS 157 principles
Impairment loss is measured as the amount by which the carrying amount
of LL asset (asset group) exceeds its fair value
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Long-Lived Assets (continued)
Impairment test – Long-lived assets (disposal groups) classified as
held-for-sale
A fair value measurement is performed every reporting period (to
measure at lower of carrying amount or fair value less cost to sell)
Long-lived assets (disposal groups) classified as held-for-sale are
not depreciated or amortized; they are measured at the lower of
Carrying amount, or
Fair value less cost to sell
FAS 157 applies to fair value measurements of long-lived assets
(disposal groups) classified as held-for-sale
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51
Long-Lived Assets – Challenges
Interaction of FAS 142 and FAS 144
Timing/order of testing
Completion of FAS 144 test
Impairment triggers
Projected cash flows
Useful life vs. terminal value
Corporate costs
Interim review considerations
Carrying value considerations
Inclusion/exclusion of liabilities
Goodwill
Corporate assets and liabilities
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52
Indefinite-Lived Intangible Assets
Intangibles with an indefinite useful life are not amortized
under FAS 142
Each reporting period, evaluate whether the intangible
continues to have an indefinite useful life
Indefinite-lived intangibles are tested for impairment
annually, or more frequently if events or changes in
circumstances indicate that the asset may be impaired
Refer to impairment indicators in FAS 144
Impairment loss recognized if carrying amount exceeds
fair value
FAS 157 applies to these fair value measurements
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53
IFRS Adoption and SEC
Roadmap
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54
Next Steps
2009:
Potential adoption of IFRS by limited number of companies
meeting the “screens”
Potential study by the SEC
2009–2011:
SEC staff monitor progress against milestones
2011 or earlier:
SEC to consider whether to require use of IFRS by all U.S.
public companies
2014–2016:
Potential phased-in implementation requirements
2014 for large accelerated filers
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55
Potential Scenarios for U.S. Issuers
1) Maintain U.S. GAAP and not allow IFRS
2) Maintain U.S. GAAP and continue convergence
3) Choice between U.S. GAAP and IFRS with reconciliation
4) IFRS plus an SEC overlay that provides additional guidance
and disclosure requirements
5) Unrestricted free choice between U.S. GAAP and IFRS
6) Date-certain timetable to fully adopt IFRS
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56
Questions ?
The information contained herein is of a general nature and is not intended to address the
circumstances of any particular individual or entity. Although we endeavor to provide accurate
and timely information, there can be no guarantee that such information is accurate as of the date it
is received or that it will continue to be accurate in the future. No one should act upon such information
without appropriate professional advice after a thorough examination of the particular situation.
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