No. 2010-08 February 2010 Technical Corrections to Various Topics
The FASB Accounting Standards Codification is the source of authoritative generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. An Accounting Standards Update is not authoritative; rather, it is a document that communicates how the Accounting Standards Codification is being amended. It also provides other information to help a user of GAAP understand how and why GAAP is changing and when the changes will be effective. For additional copies of this Accounting Standards Update and information on applicable prices and discount rates contact: Order Department Financial Accounting Standards Board 401 Merritt 7 PO Box 5116 Norwalk, CT 06856-5116 Please ask for our Product Code No. ASU2010-08. FINANCIAL ACCOUNTING SERIES (ISSN 0885-9051) is published quarterly by the Financial Accounting Foundation. Periodicals postage paid at Norwalk, CT and at additional mailing offices. The full subscription rate is $230 per year. POSTMASTER: Send address changes to Financial Accounting Standards Board, 401 Merritt 7, PO Box 5116, Norwalk, CT 06856-5116. No. 337 Copyright 2010 by Financial Accounting Foundation. All rights reserved. Content copyrighted by Financial Accounting Foundation may not be reproduced, stored in a retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of the Financial Accounting Foundation. Financial Accounting Foundation claims no copyright in any portion hereof that constitutes a work of the United States Government.
Accounting Standards Update No. 2010-08 February 2010 Technical Corrections to Various Topics An Amendment of the FASB Accounting Standards Codification TM Financial Accounting Standards Board of the Financial Accounting Foundation 401 MERRITT 7, PO BOX 5116, NORWALK, CONNECTICUT 06856-5116
Accounting Standards Update 2010-08 Technical Corrections to Various Topics February 2010 CONTENTS Page Numbers Summary... 1 3 Amendments to the FASB Accounting Standards Codification... 5 39 Background Information and Basis for Conclusions... 40 45 Amendments to the XBRL Taxonomy... 46 Appendix: Amendments to the Legacy Literature... 47 73
Summary Why Is the FASB Issuing This Accounting Standards Update (Update)? From time to time, the Board reviews its standards to determine if any provisions in U.S. generally accepted accounting principles (GAAP) are outdated, contain inconsistencies, or need clarifications to reflect the Board s original intent. The amendments in this Update eliminate those inconsistencies and outdated provisions and provide the needed clarifications. The related changes to U.S. GAAP are generally nonsubstantive in nature. The Board concluded that the guidance in the amendments will not result in pervasive changes to current practice. However, it is possible that the application of the guidance may result in a change to existing practice. In addition to making amendments to U.S. GAAP, the Board decided to make changes to the legacy literature. While the legacy literature is no longer authoritative, the changes are being made to facilitate historical research and for inclusion in the final versions of the FASB s Original Pronouncements. This Update includes a separate appendix that indicates the changes made to the legacy literature. Who Is Affected by the Amendments in This Update? The amendments apply to all entities within the scope of the affected accounting guidance. What Are the Main Provisions? While none of the provisions in the amendments in this Update fundamentally change U.S. GAAP, certain clarifications made to the guidance on embedded derivatives and hedging (Subtopic 815-15 of the FASB Accounting Standards Codification TM ) may cause a change in the application of that Subtopic and, thus, special transition provisions are provided for accounting changes related to that Subtopic. 1
How Do the Main Provisions Differ from Current U.S. GAAP and Why Are They an Improvement? By eliminating the inconsistencies and outdated provisions and providing the needed clarifications, the amendments in this Update will make the Accounting Standards Codification easier to understand and apply. When Will the Amendments Be Effective? The amendments in this Update are effective for the first reporting period (including interim periods) beginning after issuance, except for certain amendments made to Topic 815 and the nullification of paragraph 852-740-45-2. The amendments related to the nullification of paragraph 852-740-45-2 should be applied to reorganizations for which the date of the reorganization is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. For those reorganizations reflected in interim financial statements issued before the amendments in this Update are effective, retrospective application is required. An entity may not apply those provisions before that date. With respect to paragraphs 815-15-25-26, 815-15-25-42, and 815-15-55-13, the amendments in this Update are effective for fiscal years beginning after December 15, 2009, and should be applied to existing contracts (hybrid instruments) containing embedded derivative features at the date of adoption to determine whether, under the revised guidance in those paragraphs, the embedded derivative is required to be separated from the host contract and accounted for separately. However, if a contract (that is, a hybrid instrument) is required to be separated into a host contract and a derivative instrument under the guidance in paragraphs 815-15-15-8 through 15-9, and if that contract is a hybrid financial instrument, the entity may elect the fair value option (see the guidance on financial instruments [Subtopic 825-10]) at adoption of the amendments to Topic 815 in this Update; that is, the entity may irrevocably elect to measure that contract in its entirety at fair value (with changes in fair value recognized in earnings). The amendments require the election of the fair value option to be determined on an instrument-by-instrument basis at adoption of the amendments to Topic 815 in this Update and supported by documentation completed by the end of the fiscal quarter of initial adoption. If the fair value option is not elected for a hybrid contract that is required to be separated into a host contract and a derivative instrument under paragraphs 815-15-15-8 through 15-9, the carrying amount of the host contract at adoption of the amendments should be based on a pro forma bifurcation as of the inception of the hybrid contract and the host contract s subsequent accounting to the date of adoption. At adoption, any difference between the total carrying amount of the individual components of the newly bifurcated hybrid instrument and the carrying amount of the hybrid instrument before bifurcation should be recognized as a cumulative- 2
effect adjustment to beginning retained earnings for the period of adoption. For any contract containing embedded derivative features that have previously been bifurcated but are no longer subject to the application of paragraph 815-15-25-26 and, consequently, should not be bifurcated from the host contract, the carrying amount of the combined hybrid instrument at adoption should be the total carrying amount of the individual components of the preexisting bifurcated hybrid instrument. No cumulative-effect adjustment to beginning retained earnings for the period of adoption is warranted. How Do the Provisions Compare with International Financial Reporting Standards (IFRS)? The scope of the project was to make certain amendments and clarifications to U.S. GAAP. The amendments in this Update generally do not have an effect on convergence of U.S. GAAP and IFRS. 3
Amendments to the FASB Accounting Standards Codification TM Introduction 1. The Accounting Standards Codification is amended as described in paragraphs 2 55. In some cases, not only are the amended paragraphs shown but also the preceding and following paragraphs are shown to put the change in context. Terms from the Master Glossary are in bold type. Added text is underlined, and deleted text is struck out. Amendments to Master Glossary 2. Amend the Master Glossary terms Corporate Joint Venture and Credit Risk, with no link to a transition paragraph, as follows: Corporate Joint Venture A corporation owned and operated by a small group of entities (the joint venturers) as a separate and specific business or project for the mutual benefit of the members of the group. A government may also be a member of the group. The purpose of a corporate joint venture frequently is to share risks and rewards in developing a new market, product or technology; to combine complementary technological knowledge; or to pool resources in developing production or other facilities. A corporate joint venture also usually provides an arrangement under which each joint venturer may participate, directly or indirectly, in the overall management of the joint venture. Joint venturers thus have an interest or relationship other than as passive investors. An entity that is a subsidiary of one of the joint venturers is not a corporate joint venture. The ownership of a corporate joint venture seldom changes, and its stock is usually not traded publicly. A minoritynoncontrolling interest held by public ownership, however, does not preclude a corporation from being a corporate joint venture. Credit Risk For purposes of a hedged item in a fair value hedge, credit risk is the risk of changes in the hedged item s fair value attributable to both of the following: a. Changes in the obligor s creditworthiness b. Changes in the spread over the benchmark interest rate with respect to the hedged item s credit sector at inception of the hedge. 5
For purposes of a hedged transaction in a cash flow hedge, credit risk is the risk of changes in the hedged transaction s cash flows attributable to all of the following: a. Default b. Changes in the obligor s creditworthiness c. Changes in the spread over the benchmark interest rate with respect to the related financial asset s or liability shedged item s credit sector at inception of the hedge. Amendments to Subtopic 230-10 3. Amend paragraph 230-10-45-28, with no link to a transition paragraph, as follows: Statement of Cash Flows Overall Other Presentation Matters 230-10-45-28 Entities that choose not to provide information about major classes of operating cash receipts and payments by the direct method as encouraged in paragraph 230-10-45-25 shall determine and report the same amount for net cash flow from operating activities indirectly by adjusting net income of a business entity or change in net assets of a not-for-profit entity (NFP) to reconcile it to net cash flow from operating activities (the indirect or reconciliation method). That requires adjusting net income of a business entity or change in net assets of an NFP to remove both of the following: a. The effects of all deferrals of past operating cash receipts and payments, such as changes during the period in inventory, deferred income, and the like, and all accruals of expected future operating cash receipts and payments, such as changes during the period in receivables and payables. Adjustments to net income of a business entity or change in net assets of an NFP to determine net cash flow from operating activities shall reflect accruals for interest earned but not received and interest incurred but not paid. Those accruals may be reflected in the statement of financial position in changes in assets and liabilities that relate to investing or financing activities, such as loans or deposits. However, interest credited directly to a deposit account that has the general characteristics of cash is a cash outflow of the payor and a cash inflow of the payee when the entry is made. b. The effects ofall items that are included in net income that do not affect net cash provided from, or used for, operating activities such as depreciation of property, plant, and equipment and amortization of finitelife intangible assets. This includes all items whose cash effects are related to investing or financing cash flows, such as depreciation, amortization of goodwill, and gains or losses on sales of property, plant, 6
and equipment and discontinued operations (which relate to investing activities), and gains or losses on extinguishment of debt (which relate to is a financing activity).activities). 4. Amend paragraph 230-10-00-1 as follows: 230-10-00-1 No updates have been made to this subtopic.the following table identifies the changes made to this Subtopic. Accounting Paragraph Number Action Standards Update Date 230-10-45-28 Amended 2010-08 02/02/2010 Amendments to Subtopic 255-10 5. Amend paragraph 255-10-55-12, with no link to a transition paragraph, as follows: Changing Prices Overall Implementation Guidance and Illustrations 255-10-55-12 The interests of minoritynoncontrolling shareholders in the earnings and equity of subsidiaries are, from the consolidated entity s point of view, claims that are not fixed. Rather, they are residuals that will vary based on the subsidiary s earnings, dividends, and other transactions affecting its equity and so are nonmonetary. (See the following paragraph as to classification of capital stock of the entity or of its consolidated subsidiaries subject to mandatory redemption at fixed amounts.) 6. Amend paragraph 255-10-00-1 as follows: 255-10-00-1 No updates have been made to this subtopic.the following table identifies the changes made to this Subtopic. Accounting Paragraph Number Action Standards Update Date 255-10-55-12 Amended 2010-08 02/02/2010 Amendments to Subtopic 272-10 7. Amend paragraph 272-10-45-7, with no link to a transition paragraph, as follows: 7
Limited Liability Entities Overall Other Presentation Matters 272-10-45-6 Presentation of comparative financial statements is encouraged, but not required, by Section 205-10-45. If comparative financial statements are presented, amounts shown for comparative purposes shall be in fact comparable with those shown for the most recent period, or any exceptions to comparability shall be disclosed in the notes to financial statements. 272-10-45-7 If the formation of the limited liability company results in a new reporting entity, the guidance in paragraph 250-10-45-21 shall be followed and the change shall be retrospectively applied to the financial statements of all prior periods presented to show financial information for the new reporting entity for those periods.financial statements for all prior periods presented shall be restated. 8. Amend paragraph 272-10-00-1 as follows: 272-10-00-1 No updates have been made to this subtopic.the following table identifies the changes made to this Subtopic. Accounting Paragraph Number Action Standards Update Date 272-10-45-7 Amended 2010-08 02/02/2010 Amendments to Subtopic 320-10 9. Amend paragraph 320-10-55-7 and its related heading, with no link to a transition paragraph, as follows: Investments Debt and Equity Securities Overall Implementation Guidance and Illustrations > > Scope Application by MinorityNoncontrolling Shareholders 320-10-55-7 Paragraph 970-323-25-10 explains that an investment in a corporate subsidiary that is a real estate venture shall be accounted for by the investor-parent using the principles applicable to investments in subsidiaries rather than those applicable to investments in corporate joint ventures. That is, that paragraph requires that minoritynoncontrolling shareholders in such a real estate venture shall account for their investment using the principles applicable to investments in common stock set forth in Topic 323 or this Topic as applicable. 10. Amend paragraph 320-10-00-1, by adding the following item to the table, as follows: 8
320-10-00-1 The following table identifies the changes made to this Subtopic. Accounting Paragraph Number Action Standards Update Date 320-10-55-7 Amended 2010-08 02/02/2010 Amendments to Subtopic 323-10 11. Amend both pending contents for paragraph 323-10-35-33, with no link to a transition paragraph, as follows: Investments Equity Method and Joint Ventures Overall Subsequent Measurement 323-10-35-33 Pending Content: Transition Date: December 15, 2008 Transition Guidance: 810-10-65-1 Paragraph 323-10-15-12 explains that an investment in common stock of an investee that was previously accounted for on other than the equity method may become qualified for use of the equity method by an increase in the level of ownership described in paragraph 323-10-15-3 (that is, acquisition of additional voting stock by the investor, acquisition or retirement of voting stock by the investee, or other transactions). If an investment qualifies for use of the equity method (that is, falls within the scope of this Subtopic), the investor shall adopt the equity method of accounting. The investment, results of operations (current and prior periods presented), and retained earnings of the investor shall be adjusted retroactively on a step-by-step basis.basis as if the equity method had been in effect during all previous periods in which the investment was held. The amount of interest cost capitalized through application of Subtopic 835-20 shall not be changed if restating financial statements of prior periods. Pending Content: Transition Date: December 15, 2008 Transition Guidance: 805-10-65-1 Paragraph 323-10-15-12 explains that an investment in common stock of an investee that was previously accounted for on other than the equity method may become qualified for use of the equity method by an increase in the level of ownership described in paragraph 323-10-15-3 (that is, acquisition of additional voting stock by the investor, acquisition or retirement of voting stock by the investee, or other transactions). If an investment qualifies for use of the equity method (that is, falls within the scope of this Subtopic), the investor shall adopt the equity method of accounting. The investment, results of operations (current 9
and prior periods presented), and retained earnings of the investor shall be adjusted retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods in which the investment was held on a step-bystep basis. The amount of interest cost capitalized through application of Subtopic 835-20 shall not be changed if restating financial statements of prior periods. 12. Amend paragraph 323-10-00-1, by adding the following items to the table, as follows: 323-10-00-1 The following table identifies the changes made to this Subtopic. Accounting Paragraph Number Action Standards Update Date Corporate Joint Amended 2010-08 02/02/2010 Venture 323-10-35-33 Amended 2010-08 02/02/2010 Amendments to Subtopic 350-30 13. Amend paragraph 350-30-25-2, both current and pending text, with no link to a transition paragraph, as follows: Intangibles Goodwill and Other General Intangibles Other than Goodwill Recognition 350-30-25-1 An intangible asset that is acquired either individually or with a group of other assets shall be recognized. 350-30-25-2 As indicated in paragraph 805-50-30-3, the The cost of a group of assets acquired in a transaction other than a business combination shall be allocated to the individual assets acquired based on their relative fair values and shall not give rise to goodwill. 14. Amend paragraph 350-30-30-1, with no change to transition, as follows: Initial Measurement 350-30-30-1 An intangible asset that is acquired either individually or with a group of other assets (but not those acquired in a business combination) shall be initially measured based on the guidance included in paragraphs 805-50-15-3 and 805-50-30-1 through 30-4.its fair value. The fair value of an intangible asset shall be determined based on the assumptions that market participants would use in pricing the asset. An asset that the entity does not intend to use or intends 10
to use in a way that is not its highest and best use, such as a brand name or a research and development asset, shall nevertheless be measured at its fair value. 15. Supersede paragraph 350-30-30-2, with no change to transition, as follows: 350-30-30-2 Paragraph superseded by Accounting Standards Update 2010-08. General concepts related to the initial measurement of assets acquired in exchange transactions, including intangible assets, are provided in paragraphs 805-50-25-1, 805-50-30-1 through 30-4, and 805-50-35-1. Although those paragraphs refer to determining the cost of the assets acquired, paragraph 845-10-30-1 notes that, in general, cost shall be measured based on the fair value of the consideration given or the fair value of the net assets acquired, whichever is more reliably measurable. 16. Amend paragraph 350-30-00-1, by adding the following items to the table, as follows: 350-30-00-1 The following table identifies the changes made to this Subtopic. Accounting Paragraph Number Action Standards Update Date 350-30-25-2 Amended 2010-08 02/02/2010 350-30-30-1 Amended 2010-08 02/02/2010 350-30-30-2 Superseded 2010-08 02/02/2010 Amendments to Topic 740 17. Amend paragraph 740-10-00-1, by adding the following item to the table, as follows: 740-10-00-1 The following table identifies the changes made to this Subtopic. Paragraph Number Corporate Venture Joint Action Accounting Standards Update Date Amended 2010-08 02/02/2010 18. Amend paragraph 740-30-25-7, with no link to a transition paragraph, as follows: 11
Income Taxes Other Considerations or Special Areas Recognition 740-30-25-7 Whether an excess of the amount for financial reporting over the tax basis of an investment in a more-than-50-percent-owned domestic subsidiary is a taxable temporary difference shall be assessed. It is not a taxable temporary difference if the tax law provides a means by which the reported amount of that investment can be recovered tax-free and the entity expects that it will ultimately use that means. For example, tax law may provide that: a. An entity may elect to determine taxable gain or loss on the liquidation of an 80-percent-or-more-owned subsidiary by reference to the tax basis of the subsidiary s net assets rather than by reference to the parent entity s tax basis for the stock of that subsidiary. b. An entity may execute a statutory merger whereby a subsidiary is merged into the parent entity, the minoritynoncontrolling shareholders receive stock of the parent, the subsidiary s stock is cancelled, and no taxable gain or loss results if the continuity of ownership, continuity of business entity, and certain other requirements of the tax law are met. 19. Amend paragraph 740-30-00-1 as follows: 740-30-00-1 No updates have been made to this subtopic.the following table identifies the changes made to this Subtopic. Accounting Paragraph Number Action Standards Update Date Corporate Joint Amended 2010-08 02/02/2010 Venture 740-30-25-7 Amended 2010-08 02/02/2010 Amendments to Topic 805 20. Amend paragraph 805-30-30-10, with no change to transition, as follows: Business Combinations Goodwill or Gain from Bargain Purchase, Including Consideration Transferred Initial Measurement 805-30-30-10 In some situations,situations in which acquiree awards maywould expire as a consequence of a business combination. If combination and the acquirer replaces those awards even though it is not obligated to do so, all of the fair-value-based measure of the replacement awards shall be recognized as compensation cost in the postcombination financial statements. That is, none of 12
the fair value-based measure of those awards shall be included in measuring the consideration transferred in the business combination. 21. Amend paragraph 805-30-00-1, by adding the following item to the table, as follows: 805-30-00-1 The following table identifies the changes made to this Subtopic. Accounting Paragraph Number Action Standards Update Date 805-30-30-10 Amended 2010-08 02/02/2010 22. Amend paragraph 805-40-55-19, with no change to transition, as follows: Business Combinations Reverse Acquisitions Implementation Guidance and Illustrations 805-40-55-19 Assume the same facts as in Case A except that only 56 of Entity B s 60 common shares are exchanged. Because Entity A issues 2.5 shares in exchange for each common share of Entity B, Entity A issues only 140 (rather than 150) shares. As a result, Entity B s shareholders own 58.3 percent of the issued shares of the combined entity (140 of 240 issued shares). The fair value of the consideration transferred for Entity A, the accounting acquiree, is calculated by assuming that the combination had been effected by Entity B s issuing additional common shares to the shareholders of Entity A in exchange for their common shares in Entity A. That is because Entity BEntity A is the accounting acquirer, and paragraphs 805-30-30-7 through 30-8 require the acquirer to measure the consideration exchanged for the accounting acquiree. 23. Amend paragraph 805-40-00-1, by adding the following item to the table, as follows: 805-40-00-1 The following table identifies the changes made to this Subtopic. Accounting Paragraph Number Action Standards Update Date 805-40-55-19 Amended 2010-08 02/02/2010 24. Amend paragraphs 805-50-30-1 through 30-3, with no change to transition as, follows: Business Combinations Related Issues Initial Measurement 13
> Determining Cost 805-50-30-1 Paragraph 805-50-25-1 discusses exchange transactions that trigger the initial recognition of assets acquired and liabilities assumed. Assets are recognized based on their cost to the acquiring entity, which generally includes the transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets carrying amounts on the acquiring entity s books. For transactions involving nonmonetary consideration within the scope of Topic 845, an acquirer must first determine if any of the conditions in paragraph 845-10-30-3 apply. 805-50-30-2 Asset acquisitions in which the consideration given is cash are measured by the amount of cash paid, which generally includes the transaction costs of the asset acquisition. However, if the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or equity interests issued), measurement is based on either the cost, which shall be measured based on the fair value of the consideration given to the acquiring entity or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. For transactions involving nonmonetary consideration within the scope of Topic 845, an acquirer must first determine if any of the conditions in paragraph 845-10-30-3 apply. > Allocating Cost 805-50-30-3 Acquiring assets in groups requires not only ascertaining the cost of the asset (or net asset) group but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of such a group is determined using the concepts described in the preceding two paragraphs. The cost of a group of assets acquired in an asset acquisition shall beis allocated to the individual assets acquired or liabilities assumed based on their relative fair values and shalldoes not give rise to goodwill. The allocated cost of an asset that the entity does not intend to use or intends to use in a way that is not its highest and best use, such as a brand name, shall be determined based on its relative fair value. See paragraph 805-50-55-1 for an illustration of the relative fair value method to assets acquired outside a business combination. 25. Add paragraph 805-50-55-1 and its related headings, with no link to a transition paragraph, as follows: Implementation Guidance and Illustrations General > Illustrations > > Example 1: Application of the Relative Fair Value Method 14
805-50-55-1 This Example illustrates the application of the relative fair value method when assets are acquired in a group outside a business combination as discussed in paragraph 805-50-30-3. On January 1, 20X9, Entity A purchased land, building, and equipment for $500,000 in cash. Transaction costs of $25,000 were incurred. To allocate the cost, the fair value of the individual assets is determined based on the guidance in Topic 820. Asset Fair Value (Based on Measurement Guidance in Topic 820) Percent of Total Fair Value Purchase Price + Transaction Costs = Allocated Cost of Assets Acquired + Transaction Costs Land $ 350,000 61% (a) $ 525,000 $ 319,565 Building 175,000 30% (b) 525,000 159,783 Equipment 50,000 9% (c) 525,000 45,652 Total $ 575,000 100% $ 525,000 (a) $350,000/$575,000 = 61% (b) $175,000/$575,000 = 30% (c) $50,000/$575,000 = 9% 26. Amend paragraph 805-50-00-1, by adding the following items to the table, as follows: 805-50-00-1 The following table identifies the changes made to this Subtopic. Accounting Paragraph Number Action Standards Update Date 805-50-30-1 Amended 2010-08 02/02/2010 through 30-3 805-50-55-1 Added 2010-08 02/02/2010 Amendments to Subtopic 810-10 27. Amend paragraph 810-10-15-3, with no link to a transition paragraph, as follows: Consolidation Overall Scope and Scope Exceptions 810-10-15-3 All reporting entities shall apply the guidance in the Consolidation Topic to determine whether and how to consolidate another entity and apply the applicable Subsection as follows: 15
a. If the reporting entity is within the scope of the Variable Interest Entities Subsections, it should first apply the guidance in those Subsections. b. If the reporting entity has an investment in another entity that is not determined to be a VIE, the reporting entity should use the guidance in the General Subsections to determine whether that interest constitutes a controlling financial interest. Paragraph 810-10-15-8 states that the usual condition for a controlling financial interest is ownership of a majority voting interest, directly or indirectly, of more than 50 percent of the outstanding voting shares. MinorityNoncontrolling rights may prevent the owner of more than 50 percent of the voting shares from having a controlling financial interest. c. If the reporting entity has a contractual management relationship with another entity that is not determined to be a VIE, the reporting entity should use the guidance in the Consolidation of Entities Controlled by Contract Subsections to determine whether the arrangement constitutes a controlling financial interest. 28. Amend paragraph 810-10-15-10, both current and pending text, with no link to a transition paragraph, as follows: 810-10-15-10 A reporting entity shall apply consolidation guidance for entities that are not in the scope of the Variable Interest Entities Subsections (see the Variable Interest Entities Subsection of this Section) as follows: a. All majority-owned subsidiaries all entities in which a parent has a controlling financial interest shall be consolidated. However, there are exceptions to this general rule. 1. A majority-owned subsidiary shall not be consolidated if control does not rest with the majority owner for instance, if any of the following are present: i. The subsidiary is in legal reorganization ii. The subsidiary is in bankruptcy iii. The subsidiary operates under foreign exchange restrictions, controls, or other governmentally imposed uncertainties so severe that they cast significant doubt on the parent s ability to control the subsidiary. iv. In some instances, the powers of a shareholder with a majority voting interest to control the operations or assets of the investee are restricted in certain respects by approval or veto rights granted to the minoritynoncontrolling shareholder (hereafter referred to as minoritynoncontrolling rights). In paragraphs 810-10-25-2 through 25-14, the term minoritynoncontrolling shareholder refers to one or more minoritynoncontrolling shareholders. Those minoritynoncontrolling rights may have little or no impact on the ability of a shareholder with a majority voting interest to control the investee s operations or assets, or, alternatively, those 16
rights may be so restrictive as to call into question whether control rests with the majority owner. v. Control exists through means other than through ownership of a majority voting interest, for example as described in (b) through (e). 2. A majority-owned subsidiary in which a parent has a controlling financial interest shall not be consolidated if the parent is a brokerdealer within the scope of Topic 940 and control is likely to be temporary. 3. Except as discussed in paragraph 946-810-45-3, consolidation by an investment company within the scope of Topic 946 of a noninvestment-company investee is not appropriate. b. Subtopic 810-20 shall be applied to determine whether the rights of the limited partners in a limited partnership overcome the presumption that the general partner controls, and therefore should consolidate, the partnership. c. Subtopic 810-30 shall be applied to determine the consolidation status of a research and development arrangement. d. The Consolidation of Entities Controlled by Contract Subsections of this Subtopic shall be applied to determine whether a contractual management relationship represents a controlling financial interest. e. Paragraph 710-10-45-1 addresses the circumstances in which the accounts of a rabbi trust that is not a VIE (see the Variable Interest Entities Subsections for guidance on VIEs) shall be consolidated with the accounts of the employer in the financial statements of the employer. 29. Amend paragraph 810-10-15-14(b)(1), both current and pending text, with no link to a transition paragraph, as follows: [Note: For ease of use, the remainder of this paragraph, which is unaffected by the amendments in this Update, has been omitted.] 810-10-15-14 b. As a group the holders of the equity investment at risk lack any one of the following three characteristics: 1. The power, through voting rights or similar rights, to direct the activities of a legal entity that most significantly impact the entity s economic performance. The investors do not have that power through voting rights or similar rights if no owners hold voting rights or similar rights (such as those of a common shareholder in a corporation or a general partner in a partnership). Legal entities that are not controlled by the holder of a majority voting interest because of minoritynoncontrolling shareholder veto rights as discussed in paragraphs 810-10-25-2 through 25-14 are not VIEs if the shareholders as a group have the power to control the entity 17
and the equity investment meets the other requirements of the Variable Interest Entities Subsections. Kick-out rights or participating rights held by the holders of the equity investment at risk shall not prevent interests other than the equity investment from having this characteristic unless a single equity holder (including its related parties and de facto agents) has the unilateral ability to exercise those rights. Alternatively, interests other than the equity investment at risk that provide the holders of those interests with kick-out rights or participating rights shall not prevent the equity holders from having this characteristic unless a single reporting entity (including its related parties and de facto agents) has the unilateral ability to exercise those rights. A decision maker also shall not prevent the equity holders from having this characteristic unless the fees paid to the decision maker represent a variable interest based on paragraphs 810-10-55-37 through 55-38. 30. Amend paragraphs 810-10-25-2 through 25-7 and their related heading, with no link to a transition paragraph, as follows: Recognition > The Effect of MinorityNoncontrolling Rights on Consolidation 810-10-25-2 Paragraph 810-10-15-10(a)(1)(iv) explains that, in some instances, the powers of a shareholder with a majority voting interest to control the operations or assets of the investee are restricted in certain respects by approval or veto rights granted to the minoritynoncontrolling shareholder (referred to as minoritynoncontrolling rights). That paragraph also explains that, in paragraphs 810-10-25-2 through 25-14, the term minoritynoncontrolling shareholder refers to one or more minoritynoncontrolling shareholders. Paragraph 810-10-15-10(a)(1)(iv) explains that those minoritynoncontrolling rights may have little or no impact on the ability of a shareholder with a majority voting interest to control the investee s operations or assets, or, alternatively, those rights may be so restrictive as to call into question whether control rests with the majority owner. 810-10-25-3 The guidance in paragraphs 810-10-25-1 through 25-14 shall be applied in assessing the impact on consolidation of minoritynoncontrolling shareholder approval or veto rights in both of the following circumstances: a. Investments in which the investor has a majority voting interest in investees that are corporations or analogous entities (such as limited liability companies that have governing provisions that are the functional equivalent of regular corporations) b. In other circumstances in which corporate investees would be consolidated in accordance with generally accepted accounting principles (GAAP), absent the existence of certain approval or veto rights held by minoritynoncontrolling shareholders. 18
810-10-25-4 The guidance in paragraphs 810-10-25-2 through 25-14 on minoritynoncontrolling rights does not apply in either of the following situations: a. Entities that, in accordance with GAAP, carry substantially all of their assets, including investments in controlled entities, at fair value with changes in value reported in a statement of net income or financial performance b. Investments in noncorporate entities and variable interest entities (VIEs) (see the Variable Interest Entities Subsection of Section 810-10- 15Section 810 10 15). 810-10-25-5 The assessment of whether the rights of a minoritynoncontrolling shareholder should overcome the presumption of consolidation by the investor with a majority voting interest in its investee is a matter of judgment that depends on facts and circumstances. The framework in which such facts and circumstances are judged shall be based on whether the minoritynoncontrolling rights, individually or in the aggregate, provide for the minoritynoncontrolling shareholder to effectively participate in significant decisions that would be expected to be made in the ordinary course of business. Effective participation means the ability to block significant decisions proposed by the investor who has a majority voting interest. That is, control does not rest with the majority owner because the investor with the majority voting interest cannot cause the investee to take an action that is significant in the ordinary course of business if it has been vetoed by the minoritynoncontrolling shareholder. This assessment of minoritynoncontrolling rights shall be made at the time a majority voting interest is obtained and shall be reassessed if there is a significant change to the terms or in the exercisability of the rights of the minoritynoncontrolling shareholder. 810-10-25-6 All minoritynoncontrolling rights could be described as protective of the minoritynoncontrolling shareholder s investment in the investee, but some minoritynoncontrolling rights also allow the minoritynoncontrolling shareholder to participate in determining certain financial and operating decisions of the investee that are made in the ordinary course of business (referred to as participating rights). Participation means the ability to block actions proposed by the investor that has a majority voting interest. Thus, the investor with the majority voting interest must have the minority s agreement of the noncontrolling shareholder to take certain actions. Participation does not mean the ability of the minoritynoncontrolling shareholder to initiate actions. 810-10-25-7 MinorityNoncontrolling rights that are only protective in nature (referred to as protective rights) would not overcome the presumption that the owner of a majority voting interest shall consolidate its investee. Substantive minoritynoncontrolling rights that provide the minoritynoncontrolling shareholder with the right to effectively participate in significant decisions that would be expected to be related to the investee s ordinary course of business, although also protective of the minoritynoncontrolling shareholder s investment, shall 19
overcome the presumption that the investor with a majority voting interest shall consolidate its investee. 31. Amend paragraphs 810-10-25-9 through 25-12, with no link to a transition paragraph, as follows: 810-10-25-9 The following guidance addresses considerations of noncontrolling shareholder rights,minority rights considerations, specifically: a. Protective rights b. Substantive participating rights c. Factors to consider in evaluating minoritynoncontrolling shareholder rights. > > Protective Rights 810-10-25-10 MinorityNoncontrolling rights (whether granted by contract or by law) that would allow the minoritynoncontrolling shareholder to block corporate actions would be considered protective rights and would not overcome the presumption of consolidation by the investor with a majority voting interest in its investee. The following list is illustrative of the protective rights that often are provided to the minoritynoncontrolling shareholder but is not all-inclusive: a. Amendments to articles of incorporation of the investee b. Pricing on transactions between the owner of a majority voting interest and the investee and related self-dealing transactions c. Liquidation of the investee or a decision to cause the investee to enter bankruptcy or other receivership d. Acquisitions and dispositions of assets that are not expected to be undertaken in the ordinary course of business (minoritynoncontrolling rights relating to acquisitions and dispositions of assets that are expected to be made in the ordinary course of business are participating rights; determining whether such rights are substantive requires judgment in light of the relevant facts and circumstances [see paragraphs 810-10-25-13 and 810-10-55-1]) e. Issuance or repurchase of equity interests. > > Substantive Participating Rights 810-10-25-11 MinorityNoncontrolling rights (whether granted by contract or by law) that would allow the minoritynoncontrolling shareholder to effectively participate in either of the following corporate actions shall be considered substantive participating rights and would overcome the presumption that the investor with a majority voting interest shall consolidate its investee. The following list is illustrative of substantive participating rights, but is not necessarily all-inclusive: a. Selecting, terminating, and setting the compensation of management responsible for implementing the investee s policies and procedures 20
b. Establishing operating and capital decisions of the investee, including budgets, in the ordinary course of business. 810-10-25-12 The rights noted in the preceding paragraph are participating rights because, in the aggregate, the rights allow the minoritynoncontrolling shareholder to effectively participate in decisions that occur as part of the ordinary course of the investee s business and are significant factors in directing and carrying out the activities of the business. Individual rights, such as the right to veto the termination of management responsible for implementing the investee s policies and procedures, should be assessed based on the facts and circumstances to determine if they are substantive participating rights in and of themselves. However, minoritynoncontrolling rights that appear to be participating rights but that by themselves are not substantive (see paragraphs 810-10-25-13 and 810-10-55-1) would not overcome the presumption of consolidation by the investor with a majority voting interest in its investee. The likelihood that the veto right will be exercised by the minoritynoncontrolling shareholder should not be considered when assessing whether a minoritynoncontrolling right is a substantive participating right. 32. Amend paragraphs 810-10-25-13 through 25-14 and their related heading, with no link to a transition paragraph, as follows: > > Factors to Consider in Evaluating MinorityNoncontrolling Rights 810-10-25-13 The following factors shall be considered in evaluating whether minoritynoncontrolling rights that appear to be participating are substantive rights, that is, whether these factors provide for effective participation in significant decisions related to the investee s ordinary course of business: a. Consideration shall be given to situations in which a majority shareholder owns such a significant portion of the investee that the minoritynoncontrolling shareholder has a small economic interest. As the disparity between the ownership interest of majority and minoritynoncontrolling shareholders increases, the rights of the minoritynoncontrolling shareholder are presumptively more likely to be protective rights and shall raise the level of skepticism about the substance of the right. Similarly, although a majority owner is presumed to control an investee, the level of skepticism about such ability shall increase as the investor s economic interest in the investee decreases. b. The corporate governance arrangements shall be considered to determine at what level decisions are made at the shareholder level or at the board level and the rights at each level also shall be considered. In all situations, any matters that can be put to a vote of the shareholders shall be considered to determine if other investors, individually or in the aggregate, have substantive participating rights by virtue of their ability to vote on matters submitted to a shareholder vote. c. Relationships between the majority and minoritynoncontrolling shareholders (other than investment in the common investee) that are of 21
22 a related-party nature, as defined in Topic 850, shall be considered in determining if the participating rights of the minoritynoncontrolling shareholder are substantive. For example, if the minoritynoncontrolling shareholder in an investee is a member of the immediate family of the majority shareholder of the investee, then the rights of the minoritynoncontrolling shareholder likely would not overcome the presumption of consolidation by the investor with a majority voting interest in its investee. d. Certain minoritynoncontrolling rights may deal with operating or capital decisions that are not significant to the ordinary course of business of the investee. MinorityNoncontrolling rights related to items that are not considered significant for directing and carrying out the activities of the investee s business are not substantive participating rights and would not overcome the presumption of consolidation by the investor with a majority voting interest in its investee. Examples of such minoritynoncontrolling rights relate to decisions about location of investee headquarters, name of investee, selection of auditors, and selection of accounting principles for purposes of separate reporting of investee operations. e. Certain minoritynoncontrolling rights may provide for the minoritynoncontrolling shareholder to participate in significant decisions that would be expected to be made in certain business activities in the ordinary course of business; however, the existence of such minoritynoncontrolling rights shall not overcome the presumption that the majority shall consolidate, if it is remote that the event or transaction that requires minoritynoncontrolling shareholder approval will occur. Remote is defined in Topic 450 as the chance of the future event or events occurring being slight. f. An owner of a majority voting interest who has a contractual right to buy out the interest of the minoritynoncontrolling shareholder in the investee for fair value or less shall consider the feasibility of exercising that contractual right when determining if the participating rights of the minoritynoncontrolling shareholder are substantive. If such a buyout is prudent, feasible, and substantially within the control of the majority owner, the majority owner s contractual right to buy out the minoritynoncontrolling owner demonstrates that the participating right of the minoritynoncontrolling shareholder is not a substantive right. The existence of such call options, for purposes of the General Subsections, negate the participating rights of the minoritynoncontrolling shareholder to veto an action of the majority shareholder, rather than create an additional ownership interest for that majority shareholder. It would not be prudent, feasible, and substantially within the control of the majority owner to buy out the minoritynoncontrolling shareholder if, for example, the minoritynoncontrolling shareholder controls technology that is critical to the investee or the minoritynoncontrolling shareholder is the principal source of funding for the investee.
810-10-25-14 An entity that is not controlled by the holder of a majority voting interest because of minoritynoncontrolling shareholder veto rights described in paragraphs 810-10-25-2 through 25-13 and 810-10-55-1 is not a VIE if the shareholders as a group have the power to control the entity and the equity investment meets the other requirements of paragraphs 810-10-25-45 through 25-47, as applicable. 33. Amend paragraph 810-10-50-15, with no change to transition, as follows: Disclosure 810-10-50-15 A public entity that holds a significant variable interest or is a sponsor that holds a variable interest in a VIE, but is not the VIE s primary beneficiary, shall disclose all of the following: a. The carrying amount and classification of the assets and liabilities in the reporting entity s statement of financial position that relate to the reporting entity s variable interest in the VIE. b. The reporting entity s maximum exposure to loss as a result of its involvement with the VIE, including both of the following: 1. How the maximum exposure is determined 2. The significant sources of the reporting entity s exposure to the VIE. If the reporting entity s maximum exposure to loss as a result of its involvement with the VIE cannot be quantified, that fact shall be disclosed. c. A tabular comparison of the carrying amount of the liability (as required by item (a)) and the reporting entity s maximum exposure to loss (as required by item (b)). The reporting entity shall provide qualitative and quantitative information to allow financial statement users to understand the differences between the two amounts. Such discussion shall consider, but is not limited to, the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, that could require the reporting entity to provide financial support (for example, liquidity arrangements and obligations to purchase assets) to the VIE, including events or circumstances that could expose the reporting entity to a loss. A reportingpublic entity meeting items (a) through (c) in this paragraph is encouraged to disclose information about any liquidity arrangements, guaranteesguarantees, and/or other commitments by third parties that may affect the fair value or risk of the reporting entity s variable interest in the VIE. 34. Amend paragraph 810-10-55-1 and its related heading, with no link to a transition paragraph, as follows: Implementation Guidance and Illustrations > > Assessing Individual MinorityNoncontrolling Rights 23