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AICPA's Annual Accounting and Auditing Update Workshop (2008-2009 Edition)

Author/Moderator: Mark Beasley, Ph.D., CPA, and Ronald E. Carlson, Ph.D., CPA
Publisher: AICPA
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Description

Ideal for self-study or on-site training

Whether you are in industry or public practice, this course keeps you current and informed and shows you how to apply the most recent standards.

Objectives: Apply the recently issued FASB Statements and Interpretations, AICPA Statements of Position, Statements on Auditing Standards, Statements on Standards for Accounting and Review Services and Statements on Standards for Attestation Engagements to accounting and auditing problems

Prerequisite:  Experience in accounting and auditing.

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Value Aid! Numerous examples, illustrations and the AICPA’s Audit Risk Alert.

The Video Moderator is Mary S. Stone, Ph.D., CPA, Hugh Culverhouse Professor and Director of the Culverhouse School of Accountancy at the University of Alabama. Appearing on the video are Suzanne Q. Bielstein, CPA, Director of Major Projects and Technical Activities at the Financial Accounting Standards Board; Lillian Ceynowa, Director of Professional Practice and Member Relations at the Center for Audit Quality; Michael Glynn, AICPA Technical Manager, Audit and Attest Standards team; Ahava Goldman, AICPA Technical Manager, Audit and Attest Standards team; Jay D. Hanson, CPA, Partner and National Director of Accounting at McGladrey & Pullen, LLP; and Hiram Hasty, AICPA Technical Manager, Audit and Attest Standards team.

*(195-min. video) The DVD disk contains the video presentation and a viewable copy of the Manual. **The Additional Manual is for group study training only. Unlike other formats, it has no exam answer sheet and cannot be used to earn self-study credit.

Table of Contents


  • Chapter 1 - Business Combinations and Noncontrolling Interests
    • Learning Objectives
    • Introduction
    • Pre-Chapter Quiz
    • SFAS No. 141(R) - Business Combinations (Issued December 2007)
      • Introduction
      • Scope
      • Key Terms
      • Identifying a Business Combination
      • The Acquisition Method
      • Disclosures
      • Effective Date and Transition
    • SFAS No. 160 - Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51 (Issued December 2007)
      • Scope
      • Amendments to ARB No. 51
      • Noncontrolling Interest in a Subsidiary
      • Deconsolidation of a Subsidiary
      • Disclosures
      • Effective Date and Transition
    • Questions
  • Chapter 2 - Other Recent FASB Standards
    • Learning Objectives
    • Introduction
    • Pre-Chapter Quiz
    • SFAS No. 161 - Disclosures about Derivative Instruments and Hedging Activities - an amendment of FAS 133 (Issued March 2008)
      • Introduction
      • Summary
      • Effective Date and Transition
    • SFAS No. 157 - Fair Value Measurements
      • Introduction
      • Scope
      • Measurement
      • Valuation Techniques
      • Fair Value Hierarchy
      • Disclosures
      • Effective Date and Transition
    • FSPs Related to SFAS No. 157
    • FSP FAS 157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and Its Related Interpretive Accounting Pronouncements that Address Leasing Transactions
    • FSP FAS 157-2, Effective Date of FASB Statement No. 157
    • FSP FAS 157-c, Measuring Liabilities under SFAS No. 157
    • SFAS No. 159 - The Fair Value Option for Financial Assets and Financial Liabilities
      • Introduction
      • The Fair Value Option
      • Key Terms
      • Applying the Fair Value Option
      • Presentation of Items Measured at Fair Value under SFAS No. 159
      • Disclosures Applicable to SFAS No. 155 and SFAS No. 159
      • Application to Not-for-Profit Organizations
      • Effective Date
      • Early Adoption
    • SFAS No. 158 - Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)
      • Introduction
      • Changes Made by SFAS No. 158
      • Reporting by a Business Entity
      • Reporting by a Not-for-Profit Organization
      • Effective Dates
      • Transition
    • FSP Related to SFAS No. 158
      • FSP FAS No. 158-1, Conforming Amendments to the Illustrations in FASB Statements No. 87,
        No. 88, and No. 106 and to Related Staff Implementation Guides
    • FIN No. 48 - Accounting for Uncertainty in Income Taxes - an interpretation of SFAS No. 109
      • Introduction
      • Interpretation
      • Effective Date and Transition
    • FSPs Related to FIN No. 48
      • FSP FIN 48-1, Definition of “Settlementâ€? in FASB Interpretation No. 48
      • FSP FIN 48-2, Effective Date of FASB Interpretation 48 for Certain Nonpublic Enterprises
        (Date Posted: February 1, 2008)
    • Questions
  • Chapter 3 - FSPs, Derivative and EITF Issues
    • Learning Objectives
    • Introduction
    • Pre-Chapter Quiz
    • FASB Staff Positions
      • Introduction
      • Final FSPs
      • Proposed FSPs
    • FAS 133 (Derivatives) Implementation Issues
      • Issue E23 – Hedging – General: Issues Involving the Application of the Shortcut Method under
        Paragraph 68 (Posted January 10, 2008)
      • Issue E15 – Hedging – General: Continuing the Shortcut Method after a Purchase Business
        Combination (Revision Posted December 6, 2007)
      • Issue B40 – Embedded Derivatives: Application of Paragraph 13(b) to Securitized Interests in
        Prepayable Financial Assets (Posted January 17, 2007)
      • Issue G26 – Cash Flow Hedges: Hedging Interest Cash Flows on Variable-Rate Assets and
        Liabilities that Are Not Based on a Benchmark Interest Rate (Posted January 8, 2007)
      • Issue G19 – Cash Flow Hedges: Hedging Interest Rate Risk for the Forecasted Issuances of
        Fixed-Rate Debt Arising from a Rollover Strategy (Revision Posted January 8, 2007)
      • Proposed Statement 133 Implementation Issues
    • Recent EITF Issues
      • 07-03 - Accounting for Nonrefundable Advance Payments for Goods and Services to Be Used in Future Research and Development Activities (June, 2007)
      • 06-11 - Accounting for Income Tax Benefits of Dividends on Share-Based Awards (Draft for Public Comment)
      • 06-10 - Accounting for Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance Agreements (Draft for Public Comment)
      • 06-8 - Applicability of the Assessment of a Buyer's Continuing Investment under FASB Statement 66, Accounting for Sales of Real Estate, for Sales of Condominiums
      • 06-4 - Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements (June 15, 2006)
      • 06-1 - Accounting for Consideration Given by a Service Provider to Manufacturers or Resellers of Equipment Necessary for an End-Customer to Receive Service from the Service Provider (September 7, 2006)
    • Proposed EITF Consensuses
      • Introduction
      • 07-04 – Application of the Two-Class Method under FASB Statement 128, Earnings per Share,
        to Master Limited Partnerships
    • EITF Open Issues
    • EITF Topics
    • Questions
  • Chapter 4 - FASB Exposure Drafts
    • Learning Objectives
    • Introduction
    • Pre-Chapter Quiz
    • Proposed SFAS - Not-for-Profit Organizations: Mergers and Acquisitions
      • Introduction
      • Scope
      • Key Terms
      • The Acquisition Method
      • Determining the Acquisition Date
      • Recognizing and Measuring the Identifiable Assets Acquired and the Liabilities Assumed
      • Exceptions to the Recognition Requirements
      • Measurement Requirements
      • Exceptions to the Fair Value Measurement Requirements
      • Recognizing and Measuring either Goodwill Acquired or a Contribution Received
      • Measurement Period
      • Assessing What Is Part of the Merger or Acquisition
      • Presentation
      • Disclosures
      • Effective Date and Transition
    • Proposed SFAS - Not-for-Profit Organizations: Goodwill and Other Intangible Assets Acquired in a Merger or Acquisition an Amendment of SFAS No. 142
      • Introduction
      • Scope
      • Intangible Assets Other Than Goodwill
      • Goodwill
      • Reporting Unit
      • Operating Segments
      • Assigning the Assets Acquired and Liabilities Assumed to the Reporting Units
      • Determining a Reporting Unit's Primary Support
      • Applying the Qualitative Evaluation
      • Applying the Fair-Value-Based Evaluation
      • Goodwill Impairment Evaluation by a Subsidiary
      • Goodwill Impairment Evaluation When a Noncontrolling Ownership Interest in a Subsidiary Exists
      • Equity Method Goodwill
      • Financial Statement Presentation of Goodwill and Related Impairment Losses
      • Disclosures
      • Effective Date and Transition
    • Proposed SFAS - Earnings per Share - an amendment of SFAS No. 128
      • Introduction
      • Amendments to SFAS No. 128
      • Effective Date and Transition
    • Proposed SFAS - Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60
      • New Format for FASB Statements
      • Summary
    • Proposed SFAS - Accounting for Transfers of Financial Assets - an Amendment of FASB Statement No. 140
      • Introduction
      • Summary
    • Proposed SFAS - The Hierarchy of Generally Accepted Accounting Principles
      • Introduction
      • GAAP Hierarchy
      • Effective Date and Transition
    • Questions
  • Chapter 5 - FASB Projects
    • Learning Objectives
    • Introduction
    • Pre-Chapter Quiz
    • Major Project - Conceptual Framework
      • Introduction
      • Summary
    • International Convergence Project - Earnings per Share
    • Income Tax Convergence Project
      • Objective
      • Topics Included
      • Immediate Plans
    • Convergence Project - Financial Statement Presentation
      • Objective
      • Phase A
      • Phase B
      • Phase C
      • Immediate Plans
    • Convergence Project - Revenue Recognition
      • Introduction
      • Revenue Recognition
      • General Approach
      • Summary of Tentative Conclusions
    • Preliminary Views - Financial Instruments with Characteristics of Equity
      • Background
      • The Basic Ownership Approach
      • The Ownership-Settlement Approach
      • The Reassessed Expected Outcomes (REO) Approach
      • The Board's Conclusion
    • Classification Examples
    • Convergence Project - Accounting for Leases
      • Status
      • Summary
    • Research Project - Financial Instruments
    • Research Project - Accounting for Insurance Contracts
      • Invitation to Comment
    • Research Project - Consolidations: Policy and Procedures
    • FASB Project - Accounting for Certain Nonfinancial Liabilities
    • FASB Project - Accounting for Hedging Activities
    • FASB Project - Emission Allowances
      • Background
    • FASB Project - Fair Value Option (Phase 2)
    • FASB Project Insurance - Risk Transfer
      • Summary
    • FASB Project - Loan Loss Disclosures
      • Objective
      • Background
    • FASB Project - Postretirement Benefit Obligations including Pensions (Phase 2)
      • Phase 1
      • Phase 2
    • Invitation to Comment - Selected Issues Related to Assets and Liabilities with Uncertainties
      • Introduction
      • Probability and Contingencies
      • Contingent Assets
      • Contingent Liabilities
      • Probability Recognition Criterion
      • Measurement
    • FASB Project: Codification and Retrieval
      • Summary
    • Valuation Resource Group
    • Questions
  • Chapter 6 - AcSEC Update
    • Learning Objectives
    • Introduction
    • Technical Practice Aids
    • Pre-Chapter Quiz
    • SOP 07-01 - Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies
    • FSP SOP 07-1-1 - Effective Date of AICPA Statement of Position 07-1 (February 14, 2008)
    • AICPA Technical Practice Aids
    • Guidance on Applying FSP AAG INV-1 and SOP 94-4-1
      • Not-for-Profit Organizations Reporting Fundraising Expense
      • TPAs on SOP 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts
      • Other TPAs
    • Exposure Draft of Proposed Audit and Accounting Guide, Airlines
      • Introduction
      • What the Guide Does
    • Other Current AcSEC Projects
      • Introduction
      • Projects
    • Questions
  • Chapter 7 - U.S. GAAP and IFRS Convergence
    • Learning Objectives
    • Introduction
    • Pre-Chapter Quiz
    • The International Accounting Standards
      • The Standards Advisory Council
      • International Accounting Standards Board
      • IASB Standards
      • International Financial Reporting Interpretations Committee
      • Funding of the IASB
      • Memorandum of Understanding - Roadmap for Convergence
      • SEC's Major Convergence Related Activities
      • Proposed Changes to the Organization of the FASB and the IASCF
    • Questions
  • Chapter 8 - Auditing in a Changing Environment
    • Learning Objectives
    • Introduction
    • Pre-Chapter Quiz
    • The Changing Auditing Environment
      • Return to Core Values on Every Engagement
      • Lessons from Recent Events
    • Assessing the Risk of Fraud in a Financial Statement Audit
      • Auditor Responsibility for Fraud Detection
      • Three Conditions of Fraud
    • Considering Economic Conditions to Lower Audit Engagement Risk
      • Current Economic Factors
    • U.S. Treasury Department's Focus on the Auditing Profession
    • Understanding the Implications of Sarbanes-Oxley
      • Public Company Accounting Oversight Board
      • Registering with the PCAOB
      • Defining "The Client"
      • Implications for Auditor Independence
      • Implications for Auditing Standards
      • Implications for the Public Company
      • Implications for Auditors of Non-Public Companies
      • Focus of AICPA Auditing Standards Board
    • Summary
    • Questions
  • Chapter 9 - Auditing Standards Board Risk Assessment Standards
    • Learning Objectives
    • Introduction
    • Pre-Chapter Quiz
    • The Risk Assessment Standards
    • Overview of the Collective Effect of the Risk Assessment Standards
      • Applying the Risk Assessment SASs - An Overview
      • SAS No. 104, Amendment to SAS No. 1, Codification of Auditing Standards and Procedures ("Due Professional Care in the Performance of Work")
      • SAS No. 105, Amendment to SAS No. 95, Generally Accepted Auditing Standards
      • SAS No. 106, Audit Evidence
      • SAS No. 107, Audit Risk and Materiality in Conducting an Audit
      • SAS No. 108, Planning and Supervision
      • SAS No. 109, Understanding the Entity and Its Environment and Assessing the Risks of Material Misstatement
      • SAS No. 110, Performing Audit Procedures in Response to Assessed Risks and Evaluating the Audit Evidence Obtained
      • SAS No. 111, Amendment to SAS No. 39, Audit Sampling
    • Summary
    • Questions
  • Chapter 10 - New Standards Issued by the AICPA's Auditing Standards Board
    • Learning Objectives
    • Introduction
    • Pre-Chapter Quiz
    • Newly Issued Statements on Auditing Standards
      • SAS No. 112, Communicating Internal Control Related Matters Identified in an Audit
      • SAS No. 113, Omnibus Statement on Auditing Standards - 2006
      • SAS No. 114, The Auditor's Communication With Those Charged With Governance
    • Recently Issued Auditing Interpretations
      1. Communicating Internal Control Related Matters Identified in an Audit - AU Section 9325
      2. Use of Electronic Confirmations - AU ¡×9330
    • Recently Issued Practice Alerts
      • Practice Alert 07-01 - Dating the Auditor's Report and Related Practical Guidance
    • Recently Issued Technical Practice Aids
      • TIS 8100.01 - Determining the Effective Date of a New Statement on Auditing Standards for Audits of a Single Financial Statement
      • TIS 8100.02 - Determining the Effective Date of a New Statement on Auditing Standards for Audits of Interim Periods
      • TIS 8200.05 - Testing the Operating Effectiveness of Internal Controls
      • TIS 8200.09 - Assessing Inherent Risk
      • TIS 8350.01 - Audit Evidence: Audit Documentation
      • TIS 9100.06 - Signing and Dating Reports
      • TIS 9120 - Reliance on Others
      • Practice Aid - Alternative Investments - Audit Considerations
    • Recently Issued Guidance for Attestation Engagements
      • SSAE No. 14, SSAE Hierarchy
      • SOP 07-02, Attestation Engagements That Address Compliance Control
    • New Statement on Quality Control Standard
      • SQCS No. 7, A Firm's System of Quality Control
      • Practice Aid on Establishing and Maintaining a System of Quality Control
    • Summary
    • Questions
  • Chapter 11 - On the Horizon: Issues for Audits of Nonpublic Entities
    • Learning Objectives
    • Introduction
    • Pre-Chapter Quiz
    • Overview of Existing Auditing Standards Board Projects
    • Exposure Draft - Amendments to SAS No. 69, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles, for Nongovernmental Entities
    • Exposure Draft - Reporting on an Entity's Internal Control Over Financial Reporting
      • How It Affects Existing Standards
      • Key Components of New SSAE
    • The ASB's Clarity Project
      • Background
      • Establishing Objectives of Standards
      • Improving Readability and Understandability
    • The ASB's International Convergence Plan
    • Other Current ASB Projects
      • Task Forces of the ASB
      • Other Activities of the Auditing Standards Board
    • Summary
    • Questions
  • Chapter 12 - On the Horizon: Issues for Audits of Public Entities
    • Learning Objectives
    • Introduction
    • Pre-Chapter Quiz
    • PCAOB Standards Setting Scope and Process
      • Rule 3100
      • Due Process
      • Standing Advisory Group
      • References to Auditing and Professional Practice Standards
    • Current PCAOB Auditing Standards
      • Establishment of Interim Standards
      • PCAOB Auditing Standard No. 1, References in Auditor’s Reports to the Standards of the Public Company Accounting Oversight Board
      • PCAOB Auditing Standard No. 2, An Audit of Internal Control Over Financial Reporting Performed in Conjunction With an Audit of Financial Statements [Superseded by Auditing Standard No. 5]
      • PCAOB Auditing Standard No. 3, Audit Documentation
      • PCAOB Auditing Standard No. 4, Reporting on Whether a Previously Reported Material
        Weakness Continues to Exist
      • PCAOB Auditing Standard No. 5, An Audit of Internal Control Over Financial Reporting That
        Is Integrated with An Audit of Financial Statements
      • PCAOB Auditing Standard No. 6, Evaluating Consistency of Financial Statements, and
        Amendments to the Board’s Interim Auditing Standards
      • Proposed Auditing Standard – Engagement Quality Review
      • PCAOB’s “4010 Reportâ€? Relating to Auditor’s Responsibilities for Fraud
      • Rule 3101, Certain Terms Used in Auditing and Related Professional Practice Standards
      • Rule 3525, Audit Committee Pre-Approval of Non-Audit Services Related to Internal Control Over Financial Reporting
    • PCAOB Ethics and Independence Rules
      • Ethics and Independence Rules – Concerning Independence, Tax Services, and Contingent
        Fees
      • Proposed Amendment to Rule 3523, Tax Services for Persons in Financial Reporting
        Oversight Roles
      • Proposed Ethics and Independence Rule 3526, Communication with Audit Committees
        Concerning Independence
    • Small Business Concerns Related to Section 404
    • COSO's Interpretive Guidance Related to Internal Controls for Smaller Public Companies
    • Summary
    • Questions
  • Chapter 13 - Compilation and Review Update
    • Learning Objectives
    • Introduction
    • Pre-Chapter Quiz
    • Overview of New Statements on Standards for Accounting and Review Services
      • SSARS No. 15, Elimination of Certain References to Statements on Auditing Standards and
        Incorporation of Appropriate Guidance Into Statements on Standards for Accounting and
        Review Services
      • SSARS No. 16, Defining Professional Requirements in Statements on Standards for
        Accounting and Review Services
      • SSARS No. 17, Omnibus Statement on Standards for Accounting and Review Services –
        2008
    • New SSARS Interpretation and Revised Appendices
      • Interpretation No. 28: “Special-Purpose Financial Statements to Comply with Contractual
      • Agreements or Regulatory Provisionsâ€? (AR 9100)
      • Interpretation No. 29: “Reporting on an Uncertainty, Including an Uncertainty about an
        Entity’s Ability to Continue as a Going Concern� (AR 9100)
    • On the ARSC Horizon
      • Survey on Independence in Compilation Engagements
    • Effect of Sarbanes-Oxley Act of 2002 on Compilation and Review Engagements
    • Consideration of Fraud in Compilation and Review Engagements
      • Compilation Engagements
      • Review Engagements
    • Understanding the "Submission" of Financial Statements
      • Preparing Financial Statements
      • Presenting Financial Statements
    • Management-Use-Only Financial Statements
      • Definition of Third Parties
      • Management's Use, Not Internal Use
      • Communication Requirements: Options Available
    • Overview of the Compilation and Review Alerts
      • Generating Monthly Financial Statements Efficiently
      • Online Accounting Services
      • Different Levels of Assurance on a Single Set of Financial Statements (Split-Level Reporting) . 13-22 Applicability of the SSARSs to Financial Statements Included in Consulting Reports
      • Independence and Client Services
      • Distribution of Draft Financial Statements
      • Documentation
      • Management Representation Letters in Review Engagements
      • Representation Letters for the Compilation of Personal Financial Statements
      • Deciding When to Use OCBOA Financial Statements
      • Recurring Deficiencies Noted in Compilation and Review Engagements
    • Summary
    • Questions
  • Chapter 14 - Other Issues Affecting Auditors
    • Learning Objectives
    • Introduction
    • Pre-Chapter Quiz
    • Recent GAO Guidance
      • Overview of Major Revisions
      • Guidance on Complying with GAGAS Reporting Requirements for the Report on Internal
      • Control for Audits of Certain Entities Subject to Sarbanes-Oxley and GAGAS Requirements
    • COSO's Guidance on Internal Control for Smaller Public Companies
      • Smaller Public Companies
      • Internal Control Challenges for Smaller Businesses
      • Strengthening Internal Control for Smaller Businesses
      • Key Messages about Implementing Effective Internal Control
      • Organization of Guidance
    • COSO's Proposed Guidance about the Monitoring Component of Internal Control
      • Key Monitoring Concepts
      • Primary Elements to Monitoring
      • Communication of Monitoring
      • Anticipated Exposure Draft
    • COSO's Enterprise Risk Management - Integrated Framework
      • What Is Enterprise Risk Management?
      • Overview of COSO's Enterprise Risk Management Framework
    • Professional Ethics Activities
      • Code of Conduct Revisions
      • New Ethics Interpretations
      • Revision of Interpretation 101-3 under Rule 101 – “Performance of Non-Attest Servicesâ€?
      • Tax and Forensic Accounting Services
      • Establishing or Maintaining Internal Control
      • Proposed New Interpretation 101-16, Indemnification, Limitation of Liability and ADR Clauses
        in Engagement Letters
      • Proposed New Interpretation 102-7, Framework for Meeting the Objectives of the
        Fundamental Principles
      • Proposed Interpretation 101-17, Networks and Network Firms, and Proposed Revisions to
        ET 92
      • Proposed Interpretation 501-8, “Failure to Follow Requirements of Governmental Bodies,
        Commissions, or Other Regulatory Agencies on Indemnification and Limitation of Liability
        Agreements with Client,� Under Rule 501, Acts Discreditable
    • Center for Audit Quality
    • AICPA Audit Committee Effectiveness Center
      • Dealing with Management Override
    • AICPA Employee Benefit Plan Audit Quality Center
    • AICPA Governmental Audit Quality Center
    • Summary
    • Questions
  • Chapter 15 - Ethics Focus: Accounting and Auditing
    • Ethics Overview
    • Recent Developments
    • Spotlight on Independence
    • Key Ethical Dilemmas
    • Addressing Ethical Dilemmas
    • Available Resources
  • Chapter 16- Latest Developments
  • Value Aid AICPA's Audit Risk Alert

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Excerpts

Chapter 1

Business Combinations and Noncontrolling Interests

Learning Objectives

After studying this chapter, you should be able to

  • Identify a business combination.
  • Understand the acquisition method of accounting for a business combination.
  • Measure the noncontrolling interest in a partially owned subsidiary at the acquisition date of the subsidiary.
  • Classify on a consolidated balance sheet and income statement the noncontrolling interest in equity and the noncontrolling interest in net income.
Introduction

The issuance of Statement of Financial Accounting Standards (SFAS) No. 141(revised 2007), Business Combinations, SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51, and International Financial Reporting Standard 3, Business Combinations (as revised in 2007), completed a major joint convergence project between the FASB and the International Accounting Standards Board (IASB). The Boards, in large part, achieved their objective to converge U.S. GAAP and international reporting standards in the area of business combinations.

The FASB’s previous business combinations standard, SFAS No. 141, Business Combinations, required the purchase method of accounting for business combinations. That method measured the acquirer’s share of the acquiree’s net assets at fair value on the acquisition date. SFAS No. 141(R) recognizes the acquiree’s net assets at fair value and the noncontrolling interest, if any, at fair value. That is a significant difference between SFAS No. 141 and SFAS No. 141(R). Other significant differences between the standards include the accounting for a bargain purchase, assets and liabilities arising from contingencies, as well as others.

SFAS No. 160 addresses several issues related to the measurement and recognition of the noncontrolling interest (previously, usually called the minority interest).

SFAS No. 141(R) – Business Combinations (Issued December 2007)

Introduction

SFAS No. 141(R) modifies SFAS No. 141’s purchase method of accounting for business combinations and labels the resulting approach the acquisition method. SFAS No. 141’s purchase method essentially accounted for the parent’s share of an acquiree’s assets and liabilities at fair value. One of the significant changes required by SFAS No. 141(R) is to account for the total of the acquiree’s assets and liabilities at fair value. Other changes are described below.

SFAS No. 141(R) is the result of a major joint project of the FASB and the IASB. Although convergence between SFAS No. 141(R) and the IASB’s IFRS 3 was substantially achieved, certain differences between the two standards remain.

Scope

SFAS No. 141(R) applies to all business combinations as that term is defined in the standard. It does not apply to the following transactions:1

  • The formation of a joint venture.
  • The acquisition of an asset or a group of assets that does not constitute a business.
  • A combination between entities or businesses under common control.
  • A combination between non-for-profit organizations or the acquisition of for-profit businesses by a not-for-profit organization.

Key Terms

SFAS No. 141(R) defines the following key terms:2

  • Acquiree – The business or businesses that the acquirer obtains control of in a business combination.
  • Acquirer – The entity that obtains control of the acquiree. However, in a business combination in which a variable interest entity is acquired, the primary beneficiary of that entity is always the acquirer.
  • 1 SFAS No. 141(R), pages 1 and 2. 2 SFAS No. 141(R), pages 2 and 3.
  • Acquisition date – The date on which the acquirer obtains control of the acquiree.
  • Business – An integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants.
  • Business combination – A transaction or other event in which an acquirer obtains control of one or more businesses. Transactions sometimes referred to as “true mergers” or “mergers of equals” also are business combinations as that term is used in SFAS No. 141(R).
  • Contingent consideration – Usually an obligation of the acquirer to transfer additional assets or equity interests to the former owners of an acquiree as part of the exchange for control of the acquiree if specified future events occur or conditions are met. However, contingent consideration also may give the acquirer the right to the return of previously transferred consideration if specified conditions are met.
  • Control – Has the meaning of controlling financial interest in paragraph 2 of ARB No. 51, Consolidated Financial Statements, as amended.
  • Equity interests – A term used broadly to mean ownership interests of investor-owned entities and owner, member, or participant interests of mutual entities.
  • 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.
  • Goodwill – An asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
  • An asset is identifiable if it either
    – Is separable, that is, capable of being separated or divided from the entity and sold, transferred, licensed, rented, or exchanged, either individually or together with a related contract, identifiable asset, or liability, regardless of whether the entity intends to do so; or
    – Arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from the entity or from other rights and obligations.
  • Intangible asset – An asset (not including a financial asset) that lacks physical substance. As used in SFAS No. 141(R), the term intangible asset excludes goodwill.
  • Mutual entity – An entity other than an investor-owner entity that provides dividends, lower costs, or other economic benefits directly to its owners, members, or participants.

1 SFAS No. 141(R), pages 1 and 2.
2 SFAS No. 141(R), pages 2 and 3.

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