2NoticeThe following information is not intended to be “written advice concerning one or more Federal tax matters” subject to the requirements of section 10.37(a)(2) of Treasury Department Circular 230. You (and your employees, representatives, or agents) may disclose to any and all persons, without limitation, the tax treatment or tax structure, or both, of any transaction described in the associated materials we provide to you, including, but not limited to, any tax opinions, memoranda, or other tax analyses contained in those materials. The information contained herein is of a general nature and based on authorities that are subject to change. Applicability of the information to specific situations should be determined through consultation with your tax adviser.
3Today’s presenters Presenters Ben Rohrer Partner, Tax, KPMG Edward Jankun Managing Director, Tax, KPMGKatie LeBlancSenior Manager, Tax, KPMG
4Overview Accounting Methods Status report: Tangible property regulationsRecent developments in:The tax treatment of research and experimentation costsInventoryCapitalizationSection 199ASC 740 DevelopmentsSEC Comments on income taxesASU : Presentation of UTBsEITF Issue 13-B: Accounting for Investments in Qualified Affordable Housing ProjectsASU : Accounting for Goodwill
6Long journey to hereJanuary 20, 2004 Notice announces government’s plan to develop tangible property regsAugust 21, 2006 Government issues first set of proposed regulationsMarch 10, 2008 Government withdraws 2006 proposed regulations and issues new proposalDecember 27, proposed regulations withdrawn and replaced with third proposal (also issued as temporary regulations, so effective immediately)September 19, 2013 Final regulations published for acquisition costs and for repair and maintenance costs; proposed regulations issued for dispositionsJanuary 24, 2014 Rev. Proc issued (repair and maintenance)February 28, 2014 Rev. Proc issued (dispositions)August 14, 2014 Final regulations published for dispositionsSeptember 18, 2014 Rev. Proc issued modifying Rev. ProcOngoing Industry guidance
7The final regulations Final Regulations issued September 13, 2013 Effective for tax years beginning on or after January 1, 2014Either final or temporary regulations, or prior standards, may be used for 2012 and 2013 tax yearsOrganization of regulations – three “buckets”Acquisition costsDe minimis rule and materials and supplies standardsRepair and maintenance costsCapitalization standards and unit of property definitionsDispositionsPartial dispositions provide similar treatment regardless of GAA electionIndustry specific guidancePending guidance for cable TV, pipelines, and retailers, and now for restaurants and mining
8Summary of significant items Acquisition Costs$5000 per item book-conformity safe harborMaterials and supplies definition includes under $200 itemsFocus on facilitative and inherently facilitative costsRepair and Maintenance CostsElection to follow book capitalization policyRoutine maintenance safe harborIncludes buildings (with a 10-year testing period)Network assets ineligible (pipelines)Casualty losses permitted in conjunction with restorationsTreatment of removal costs clarifiedDispositions/GAAsDisposition rules significantly modifiedLosses allowable for MACRS partial dispositions but generally not permitted for GAAs
9Rev. Proc. 2014-16: Repair and maintenance Provides method change procedures relating to the final regulations for acquisition costs and for repair and maintenance costsGenerally effective for Forms 3115 filed on or after January 24, 2014Condenses many of the method changes listed in earlier transition guidanceBasic procedures are consistent with other transition guidanceAutomatic consent granted for covered changes“Scope limitations” waived temporarily (tax years beginning before 2015)After expiration of scope limitation waiver, changes will still be eligible for automatic consent, but scope limitations will apply (i.e., if under exam must consider window periods; only one automatic change within a 5 year period; etc.)Additional requirementsThe authority for each change must be described in the Form 3115The unit of property for each change must be described in the Form 3115Section 263ANo requirement that 263A methods be in compliance to file an automatic changeMust consider 263A in calculating the 481(a) adjustmentAdds additional changes under 263A to the automatic consent procedures
10Rev. Proc. 2014-54: Dispositions Provides method change procedures relating to the temporary and proposed disposition regulationsGenerally effective for Forms 3115 filed on or after September 18, 2014Applies to changes to conform to the final disposition regulationsHighlightsApplying the disposition regulations to complete or partial dispositions of property not held in a general asset account (“GAA”).Recovering the remaining basis of property previously disposed of that is continuing to be depreciatedRevoking most GAA elections made under earlier versions of the disposition regulationsHow to identify disposed assetsHow to group assetsFile concurrent method changes to clean up other depreciation methodsClarify interaction of disposition regulations with 280BBasic procedures are consistent with other transition guidanceAutomatic consent granted for covered changes“Scope limitations” waived for tax years beginning before 2015
11Recent developments in the tax treatment of research and experimentation costs
12Final Section 174 regulations (TD 9680) TD 9680 was published in the Federal Register on July 21, 2014 and its section 174 regulations are effective for tax years ending on or after that date. Taxpayers may apply the final regulations to tax years for which the limitations period for the assessment of tax has not expired. [Taxpayers had earlier been assured that the IRS would not challenge return positions consistent with the proposed regulations in tax years prior to the publication of final regulations.]TD 9680 has many significant provisions, including:The ultimate success, failure, sale, or use of the product is not relevant to a determination of eligibility under section 174.The term product includes any pilot model, process, formula, invention, technique, patent, or similar property, and includes products to be used by the taxpayer in its trade or business as well as products to be held for sale, lease, or license.The IRS and Treasury also note in the preamble that they believe that the current regulations are sufficiently broad to include indirect or ancillary supplies for section 174.In response to other concerns, and to avoid confusion between the section 174 requirements and the requirements of the shrinking-back rule under the section 41 regulations, the final regulations drop the term “shrinking back rule” and eliminate references to section 41.
13Legislative outlookResearch credit – currently expired as of December 31, 2013Bipartisan support for a retroactive extensionAn extension will be the 16th since 1981President Obama’s FY 2015 budget proposed a permanent creditLegislative vehicles for an extension of the research credit include:The American Research and Competitiveness Act of 2014 (H.R. 4438)The Expiring Provisions Improvement, Reform and Efficiency (“EXPIRE”) Act (S. 2260)Camp “Tax Reform Act of 2014” Discussion Draft released February 26, 2014
14Final and temporary section 41 regulations regarding alternative simplified credit elections (TD 9666)On June 3, 2014, the Treasury Department and IRS published in the Federal Register temporary regulations (TD 9666) and, by cross-reference, proposed regulations (REG ) relating to the alternative simplified credit (“ASC”) election for purposes of the research credit that is available under section 41(c)(5).The regulations revise the rules for making the ASC election and allow the election on an amended return if a return claiming the credit has not previously been filed for that tax year and if the taxpayer makes the election before the period of limitations for assessment of tax has expired for that year.These regulations do not change the ability to claim a reduced credit under section 280C, as that election must still be made on a timely filed original return (including extensions).
15CCA 201423023 regarding applicable rules for internal-use software and the FedEx case On June 6, 2014 an IRS Chief Counsel Advice (“CCA”) number , dated May 29, 2014, was published.CCA discusses the IRS Chief Counsel’s Office position on the innovation standard that must be satisfied to claim a research credit for internal-use software, in light of the litigation in FedEx Corporation v. U.S.Specifically, CCA notes the FedEx decision, holding that the earlier “discovery test” could not be enforced, and states: “it is inappropriate for the IRS to challenge taxpayers who apply the general eligibility provisions of 2004 Final Regulations (TD 9140) . [emphasis added]” It also advises, consistent with the FedEx decision, “[The IRS] should not challenge taxpayers that choose to follow only the internal use software provisions of section (c)(6) in either the January 2001 Final Regulations (TD 8930) or the December 2001 Proposed Regulations, and [also] follow January 2004 Final Regulations for the general eligibility rules for qualified research.”
16Other developments Shami v. Commissioner, 741 F3d 560 (5th Cir. 2014) Certain wages paid by an S corporation cosmetics company to its shareholders, the CEO and the marketing chief, were not qualified expenses for purposes of the research credit.Geosyntec Consultants, Inc. v. U.S., USTC (USDC SDFL 2013)Amounts that Geosyntec received under fixed price contracts were not funded research but that amounts it received under cost plus subject to a maximum contracts (“capped”) contracts were funded research.The decision is being appealed.This is a very factually intensive area and need to look at the totality of circumstances, e.g., payments terms and mechanisms / cost overruns provisions; warranty & default clauses; substantial rights.Trinity Industries v. U.S., U.S.T.C. ¶50,346, (5th Cir. 2014)Key focus is consistency between current year QRE and base year QRE.When base year information using the regular research credit may not be readily available, may consider using the ASC method of calculation.
18Final regulations for sales-based royalties (Section 263A) Historic area of controversyTaxpayer assertion: royalty attaches upon sale, thus not capitalizable.IRS assertion: timing of royalty liability does not affect requirement to capitalize.Final regulationsSales-based royalties that directly benefit or are incurred by reason of production or resale activities are capitalizable, but only to cost of goods sold (COGS)The allocation of sales-based royalties to property sold is optional rather than mandatory.The final regulations permit taxpayers to either (1) allocate sales-based royalties entirely to property sold and include those costs in cost of goods sold or (2) allocate sales-based royalties between cost of goods sold and ending inventory using a facts-and-circumstances cost allocation method or a simplified method.Sales-based royalties allocated entirely to inventory property sold are included in cost of goods sold and may not be included in determining the cost of goods on hand at the end of the tax year regardless of the taxpayer’s cost flow assumption.
19Final regulations for sales-based vendor allowances Narrows definition of sales-based vendor allowances to sales-based vendor chargebacksA sales-based vendor chargeback is an allowance, discount, or price rebate that a taxpayer becomes unconditionally entitled to by selling a vendor’s merchandise to specific customers identified by the vendor at a price determined by vendor.Like sales-based royalties, sales-based vendor allowances are an adjustment to the cost of the merchandise sold or deemed sold under the taxpayer’s cost flow assumption.
20Rev. ProcProvides procedural guidance for method changes related to sales-based royalties and sales-based vendor chargebacks under final regulationsThree new automatic changes added to Rev. Proc :Change to capitalize sales-based royalties and allocate entirely to COGS, or change to capitalize sales-based royalties and allocate between COGS and ending inventoryChange to remove adjustments for sales-based vendor chargebacks from absorption ratio for taxpayers on simplified section 263A methodsChange to treat sales-based vendor chargebacks as a reduction to COGSApplies to tax years ending on or after January 13, 2014Method changes may be filed concurrently with other automatic section 263A changesCertain scope limitations waived
22Co-operative advertising GLAMTaxpayer is a retailer that produces advertising flyers and receives co-operative advertising allowances from vendors for placement in the advertisementsTaxpayer has various agreements with its vendors:Direct payments from vendor to taxpayerReduction of amount owed by taxpayer to vendor for prior purchasesIssuance of credit to taxpayer for future purchasesIf purpose of allowance is contingent upon performance of advertising services, it is treated as a separate item of gross income (and therefore may potentially qualify as DPGR)Facts and circumstances-based determination
25SEC Comments on Income Taxes 2013 AICPA National Conference At the 2013 AICPA National Conference on Current SEC and PCAOB Developments, representatives of the SEC indicated:With respect to the rate reconciliation, the Staff recommended to:Clearly label items within the rate reconciliation and disclose the underlying nature of material reconciling items;Disclose each material foreign jurisdiction, its associated tax rate, and the amount of tax when there are material reconciling items;Do not aggregate or offset material reconciling items;Ensure consistency of reconciling items disclosed in the rate reconciliation with amounts reported elsewhere in the filing; andEvaluate whether adjustments presented as changes in estimates are better characterized as an errorPanelists in one session recommended:Companies have ICFR that monitors both tax law changes and court rulings
26SEC Comments on Income Taxes 2013 AICPA National Conference (Continued) At the 2013 AICPA National Conference on Current SEC and PCAOB Developments, representatives of the SEC indicated:With respect to valuation allowances, the Staff:Cautioned registrants about the use of boilerplate disclosuresFor example, registrants often disclose that they considered the four sources of income. A better disclosure would provide the relative magnitude of each source of taxable income, as was as an evaluation of the negative evidenceIn instances where registrants have either initially recognized or reversed an existing valuation allowance, the Staff is likely to question the timing and judgments involved, particularly the key changes in the registrant's circumstance from previous periodsWith respect to indefinitely reinvested foreign earnings, the Staff indicated:All evidence should be considered when registrants assert that un-repatriated earnings will be indefinitely reinvested, particularly the parent’s liquidity needsThe Staff frequently identifies omitted disclosures, such as the cumulative amount of indefinitely reinvested earnings and the unrecognized deferred tax liability
27ASU : Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists
28ASU —Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward ExistsASU impacts all entities that have unrecognized tax benefits when a net operating loss carryforward, similar tax loss or tax credit carryforward exists at the reporting dateThe disallowance of a tax position does not always result in a cash paymentCash payment is not required if sufficient tax attributes are available and the tax law permits their use to settle taxes otherwise payable
29ASU —Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (Cont’d)Except as noted as follows, an unrecognized tax benefit, or portion thereof, shall be presented in the financial statements as a reduction to a DTA for an operating loss, similar tax loss or tax credit carryforwardUnrecognized tax benefits shall be presented as a liability to the extent:The carryforward is not available at the reporting date to settle any additional income taxes , orThe tax law does not require the use, and the entity does not intend to use, the deferred tax asset for such purposeThe assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and shall be made presuming disallowance of the tax position at the reporting date
30ASU —Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (Cont’d)An unrecognized tax benefit presented as a liability shall not be classified as a deferred tax liability unless it arises from a taxable temporary differenceWe believe it would be appropriate to present an unrecognized tax benefit as a reduction of an amount refundable when there is a legally enforceable right of setoff and the parties intend to setoff
31ASU —Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (Cont’d)We do not believe that taxable income that would result from the assumed disallowance of a tax position can be used to support realization of an excess tax deductionThe increase in taxes payable related to the unrelated tax position should be established through an increase to tax expense from continuing operations (or as determined pursuant to the intraperiod guidance)Recognize the benefit of carryforwards related to excess tax deductions at the time a reduction of income taxes payable occursNo interest would be accrued on the related liability to the extent the excess tax deduction carryforwards would be utilized to settle additional income taxes
32ASU 2013-11 Effective Date and Transition Entities other than Nonpublic Entities: Fiscal years, and interim periods within such years, beginning after December 15, 2013Nonpublic Entities: Fiscal years, and interim periods within such years, beginning after December 15, 2014Application prospective to all unrecognized tax benefits which exist as of the transition dateRetrospective application permittedEarly adoption permitted
33ASU 2013-11 Reporting and Disclosure Disclosure of the impact that recently issued accounting standards will have on the financial statements of the Registrant when adopted in a future period (SAB 74)Brief description of the new standard, the date adoption is required and the date the registrant plans to adopt (if earlier)Discussion of the methods of adoption allowed by the standard and the method expected to be utilized by the registrant, if determinedDiscussion of the impact of adoption or a statement that it is not known or reasonably estimableNo additional disclosures are required including no changes to existing disclosure requirements in accordance with ASC A
34ASU 2013-11 Reporting and Disclosure (Cont’d) An entity should disclose the following in the fiscal period in which a change in accounting principle is made:The nature of and reason for the change in accounting principleA description of the prior-period information that has been retrospectively adjusted, if anyThe effect of the change on any affected financial statement line item for the current period and any prior periods retrospectively adjustedAn entity that issues interim financial statements shall provide the required disclosures in the financial statements of both the interim period of the change and the annual period of the change
35ASU Example 1Facts:Corporation D begins 2012 with a deferred tax asset for a $1,000 NOL carryforward that is offset by a full valuation allowanceCorporation D reports $200 of taxable income on its 2012 tax return inclusive of a tax position that reduced total taxable income by $100The $100 tax position is not more likely than not of being sustained if challenged by the taxing authorityAssume a 40% tax rate, ignore AMT and assume that Corporation D has adopted ASUQuestion:How would the UTB associated with the $100 tax position be presented?
36ASU Example 1 SolutionThe $40 UTB would be presented as a reduction to the deferred tax asset for the NOL carryforward with no impact to income taxes payableIf Corporation D concluded it needed to maintain a valuation allowance at the end of 2012, a valuation allowance of $280 ($700 remaining NOL carryforward at 40%) would be recognizedCorporation D would disclose a $40 UTB associated with the $100 tax position pursuant to ASC A(a) and (b) in 2012
37ASU 2013-11 Example 2 Facts: Assume the same facts in Example 1 Corporation D reports $740 of taxable income on its 2013 tax returnThe $100 tax position continues to not be more likely than not of being sustained if challenged by the taxing authority, but has not been assessed as of 2013Assume a 40% tax rate, ignore AMT and assume that Corporation D has adopted ASUQuestion:How would the UTB associated with the $100 tax position be presented?
38ASU Example 2 SolutionThe $40 UTB would be presented as a reduction to the deferred tax asset for the NOL carryforward to the extent an available carryforward exists as of the reporting date; however, due to the taxable income incurred during 2013, only $60 of available NOL carryforward exists ($800 - $740) on the tax returns as filedThe disallowance of the UTB would reflect a reduction to the deferred tax asset for the NOL carryforward of $24 and an increase to income taxes payable of $16As such, $0 of DTA related to the NOL carryforward and $16 of income taxes payable would be presented on the 2013 balance sheetCorporation D would continue to disclose a $40 UTB associated with the $100 tax position pursuant to ASC A(a) and (b) in 2013
39ASU Example 3Facts:Corporation F is a German entity and begins 2012 with a deferred tax asset for a $1,000 NOL carryforward that is offset by a full valuation allowanceCorporation F reports $200 of taxable income on its 2012 tax return inclusive of a tax position that reduced total taxable income by $100The $100 tax position is not more likely than not of being sustained if challenged by the taxing authorityGerman tax law provides that an NOL may only offset 60% of taxable incomeAssume a 30% tax rate and assume that Corporation F has adopted ASUQuestion:How would the UTB associated with the $100 tax position be presented?
40ASU Example 3 SolutionThe $30 UTB would be presented as a partial reduction of $18 to the deferred tax asset for the NOL carryforward and an increase of $12 to income taxes payableIf Corporation F concluded it needed to maintain a valuation allowance at the end of 2012, a valuation allowance of $246 ($820 remaining NOL carryforward at 30%) would be recognizedCorporation F would disclose a $30 UTB associated with the $100 tax position pursuant to ASC A(a) and (b) in 2012
41ASU Example 4Facts:Corporation G reports $200 of taxable income on its 2012 tax return inclusive of a tax position that reduced total taxable income by $100The $100 tax position is not more likely than not of being sustained if challenged by the taxing authorityCorporation G has a 40% tax rate and paid $80 of tax with its 2012 return and reflected a liability of $40 for an unrecognized tax benefitDuring 2015, Corporation G made a deposit with the taxing authority of $40 and although the deposit is not related to a specific tax position, the terms dictate that it will be forfeited if the tax position is disallowed, rather than making an additional payment to the taxing authorityQuestion:How would the UTB associated with the $100 tax position be presented in the 2015 balance sheet?
42ASU Example 4 SolutionThe $40 UTB would be presented as a reduction to the income tax receivable for the deposit resulting in a zero balanceNo liability for income taxes payable related to the tax position would be recognizedCorporation G would continue to disclose a $40 UTB associated with the $100 tax position pursuant to ASC A(a) and (b) in 2015
43ASU Example 5Facts:Corporation H begins 2012 with a $1,000 NOL carryforward that is entirely related to excess tax deductions on share-based compensationCorporation H reports $200 of taxable income on its 2012 tax return inclusive of a tax position that reduced total taxable income by $100 related to litigation settlements for which there is uncertainty as to whether they represent non-deductible penaltiesThe $100 tax position is not MLTN of being sustained if challenged by the taxing authorityAssume a 40% tax rate and ignore AMTQuestion:How would the UTB associated with the $100 litigation settlement tax position be presented?
44ASU Example 5 SolutionIf the tax position were disallowed, Corporation H would not make a payment to the taxing authority and instead would forfeit $100 of its NOL carryforwardTaxable income that would result from the assumed disallowance of a tax position is not believed to support “realization” of an excess tax benefitCorporation H would recognize current income tax expense of $120 ($300 x 40%) in continuing operations, a tax benefit of $80 ($200 x 40%) in additional paid-in capital for the portion of the excess tax benefit NOLs that were realized and an income tax liability of $40 for the UTBInterest would not be accrued on the liability since a payment would not be required upon disallowance
45ASC Subtopic 323-740 Accounting for Investments in Qualified Affordable Housing Projects
46Background LIHTC Investment Considerations: Low Income Housing Tax Credit (LIHTC or Affordable Housing Tax Credit):Designed to encourage investment in the construction and rehabilitation of low income housing.Tax credits are available to investors in limited liability entities that own qualified affordable housing projects (property entities).LIHTC Investment Considerations:The property entities typically generate (and pass on) tax benefits in the form of tax credits and pre-tax losses when considering the effects of depreciation.Investors expect a positive return on investment when considering the tax credits and the tax benefits from the pass-through of pre-tax operating losses.
47Background (continued) ASC Subtopic (previously EITF Issue No. 94-1, Accounting for Tax Benefits Resulting from Investments in Affordable Housing Projects) allows an investor to apply the effective yield if:Availability of tax credits is guaranteed by a third party,Projected yield based solely on cash flow from tax credits is positive, ANDIt is a limited partner in the project with liability limited to its capital investment.
48Why Revisit LIHTC Investments? Criteria in EITF 94-1If MetMay apply the “effective yield method” whereby the tax benefits are combined with the amortization of the investment in order to achieve a constant effective yield over the life of the investment.Both the amortization of the investment and the tax benefits are recorded in income tax expense.If Not MetApply either the equity or cost method in accordance with ASC (previously SOP 78-9), Investments—Equity Method and Joint Ventures.Amortization of investment (modified cost method) or equity method losses are recorded in pre-tax incomeTax credits (and other tax benefits) are recorded separately in income tax expense.If MetIf Not MetCriteria rarely met in practice
49Why Revisit LIHTC Investments (continued) The EITF reached a final consensus, which was endorsed by the FASB to:Allow companies that meet certain criteria to apply a proportional amortization method to account for LIHTC investments.Companies may also use a practical expedient to amortize the investment.Amortization of the cost of the investment would be recognized in proportion to and over the same period as the recognition of the tax credits and other tax benefits.The amortization of the investment would be included in income tax expense.Impairment would be recognized if it was more likely than not that the carrying amount of the investment would not be realized.If the investment does not qualify for the proportional amortization method, or the company does not elect to use it, the investment would be accounted for under the equity or cost method based on existing GAAP.
50Change in the investment Other ConsiderationsOngoing QualificationChange in the investmentChange in the relationship that could result in the investment not meeting the criteriaImpairment of the InvestmentMore likely than not that the carrying amount of the investment will not be realizedEffective Tax Rate and Interim PeriodsAll components related to the investment will be considered permanent itemsNet impact on income tax expense should be considered when estimating the annual effective tax rate used for interim reporting
51Other Considerations (continued) Disclosure RequirementsEnable users to understand the nature of all LIHTC investments and the effect of investments on the balance sheet and income statementSuggested disclosures providedEffective DateFor public business entities, annual and interim periods beginning after December 15, For other entities, annual periods beginning after December 15, 2014 and interim periods thereafter.TransitionRetrospective application requiredElimination of existing deferred taxes at transitionContinuation of the effective yield method for existing investmentsEarly adoption permitted
52Other Considerations (continued) Other Tax CreditsThe Task Force reached a consensus to issue an Exposure Draft to expand the use of the proportional amortization method to other tax credits.The FASB did not endorse the Exposure Draft.The FASB recently added to its agenda government assistance programsThe focus of the agenda item is on disclosure only.
53ASU 2014-02: Accounting for Goodwill (A Consensus of the Private Company Council)
54ASU 2014-02: Accounting for Goodwill Summary If elected, ASU provides an accounting alternative under U.S. GAAP in which goodwill is amortized on a straight-line basis over ten years, or less than ten years if the entity demonstrates that another useful life is more appropriateEntities electing this standard are required to make an accounting policy decision to test goodwill for impairment at either the entity level or the reporting unit levelTested for impairment when a triggering event occurs that indicates that the fair value of an entity (or a reporting unit) may be below its carrying amountMeasurement of goodwill impairment would be the difference between the fair value of the entity (or reporting unit) and its carrying amount
55ASU 2014-02: Accounting for Goodwill Effective Date and Transition The accounting alternative (if elected) should be applied prospectively to goodwill existing as of the beginning of the period of adoption and new goodwill recognized in annual periods beginning after December 15, 2014, and interim periods within annual periods beginning after December 15, 2015.Early application is permitted, including application to any period for which the entity’s annual or interim financial statements have not yet been made available for issuance
56ASU 2014-02: Accounting for Goodwill Accounting for Income Tax Considerations If an entity chooses to elect ASU , the amortization is reflected in the following manner:Component Two Book GoodwillAmortization is allocated pro-rata amongst Component One and Component Two book goodwillAlternative view would allocate first to Component Two then to Component OneComponent Two goodwill amortization is reflected as a reconciling item within the rate reconciliationRemaining Component One goodwill book carrying amount is compared to the tax carrying balance to determine the taxable or deductible temporary differenceComponent Two Tax GoodwillAmortization is allocated entirely to Component One book goodwillThe impact of the book amortization is reflected as an adjustment to the temporary difference thereby resulting in no reconciling item within the rate reconciliation
57ASU 2014-02: Accounting for Goodwill Accounting for Changes in Valuation Allowance If an entity chooses to elect ASU , the deferred tax liability associated with the excess book over tax basis may no longer have an “indefinite” lifeConsequently, the deferred tax liability may be considered a source of taxable income in assessing the realizability of deferred tax assetsChanges in the valuation allowance as a result of applying ASU is recorded through income from continuing operationsWe believe that the release of a valuation allowance based on the consideration of the reversal of a deferred tax liability should be treated as a change in judgment about the recoverability of the beginning of year deferred tax assets due to changes in the expectation of income that would be generated by the entity in the current and future periods
58Example 1: ASU 2014-02 - Accounting for Goodwill ABC Company recognized $1M of book goodwill and $1M of tax goodwill in the taxable asset acquisition of DEF Company on January 1, 20X2. The tax goodwill is amortized over 15 years. DEF Company was acquired primarily for its proprietary technology which has a remaining useful life of 10 years.How would ABC Company account for the goodwill going forward?Assuming a 40% tax rate, what deferred tax consequences would be required at December 31, 20X2?
59Example 1: ASU 2014-02 - Accounting for Goodwill (Cont’d) Under ASU , goodwill would be amortized over a period of 10 years as the primary purpose for the acquisition was for the proprietary technology$100K of book amortization expense would be recorded in the year-ended December 31, 20X2$67K of tax amortization expense would be recorded in the year-ended December 31, 20X2BookTaxTempDTA (DTL)20X1 Carrying Amount1,000,00020X2 Amortization(100,000)(66,667)20X2 Carrying Amount900,000933,33333,33313,333
60Example 2: ASU 2014-02 - Accounting for Goodwill ABC Company recognized $1M of book and $750K tax goodwill in the taxable asset acquisition of DEF Company on January 1, 20X2. The tax goodwill is amortized over 15 years. DEF Company was acquired primarily for its proprietary technology which has a remaining useful life of 10 years.How would ABC Company account for the goodwill going forward?Assuming a 40% tax rate, what deferred tax consequences would be required at December 31, 20X2?
61Example 2: ASU 2014-02 - Accounting for Goodwill (Cont’d) As noted in example 1, goodwill is amortized over 10 years$100K of book amortization expense would be recorded in the year-ended December 31, 20X2$50K of tax amortization expense would be recorded in the year-ended December 31, 20X2Component OneBookTaxTempDTA (DTL)20X1 Carrying Amount750,00020X2 Amortization(75,000)(50,000)20X2 Carrying Amount675,000700,00025,00010,000Component TwoBookTaxTempDTA (DTL)20X1 Carrying Amount250,000(250,000)20X2 Amortization(25,000)20X2 Carrying Amount225,000(225,000)