Getpdf 1
Getpdf 1
Getpdf 1
2023-09
December 2023
No. 2023-09
December 2023
December 2023
CONTENTS
Page
Numbers
Summary ............................................................................................ 1–5
Amendments to the FASB Accounting Standards Codification® ...... 6–21
Background Information and Basis for Conclusions ....................... 22–56
Amendments to the GAAP Taxonomy .................................................. 57
Summary
Certain of the disclosures that are required by the amendments in this Update
are not required for entities other than public business entities.
1
What Are the Main Provisions?
Rate Reconciliation
2
the state and local income tax category should reflect income taxes
imposed at the state or local level within the jurisdiction (country) of
domicile, the foreign tax effects category should reflect income taxes
imposed by foreign jurisdictions, and the remaining categories listed in
(1) should reflect federal (national) income taxes imposed by the
jurisdiction (country) of domicile.
4. For the purpose of presenting reconciling items:
a. Reconciling items are required to be presented on a gross basis
with two exceptions under which unrecognized tax benefits and the
related tax positions and tax effects of certain cross-border tax laws
and the related tax credits may be presented on a net basis.
b. Reconciling items presented in the changes in unrecognized tax
benefits category may be disclosed on an aggregated basis for all
jurisdictions.
For the state and local category, a public business entity is required to provide
a qualitative description of the states and local jurisdictions that make up the
majority (greater than 50 percent) of the effect of the state and local income tax
category.
For entities other than public business entities, the amendments in this Update
require qualitative disclosure about specific categories of reconciling items and
individual jurisdictions that result in a significant difference between the
statutory tax rate and the effective tax rate.
The amendments in this Update require that all entities disclose on an annual
basis the following information about income taxes paid:
1. The amount of income taxes paid (net of refunds received)
disaggregated by federal (national), state, and foreign taxes
2. The amount of income taxes paid (net of refunds received)
disaggregated by individual jurisdictions in which income taxes paid (net
of refunds received) is equal to or greater than 5 percent of total income
taxes paid (net of refunds received).
3
Other Disclosures
The amendments in this Update require that all entities disclose the following
information:
1. Income (or loss) from continuing operations before income tax expense
(or benefit) disaggregated between domestic and foreign
2. Income tax expense (or benefit) from continuing operations
disaggregated by federal (national), state, and foreign.
The amendments in this Update eliminate the requirement for all entities to (1)
disclose the nature and estimate of the range of the reasonably possible
change in the unrecognized tax benefits balance in the next 12 months or (2)
make a statement that an estimate of the range cannot be made.
The amendments in this Update replace the term public entity as currently used
in Topic 740 with the term public business entity as defined in the Master
Glossary of the Codification.
4
The other amendments in this Update improve the effectiveness and
comparability of disclosures by (1) adding disclosures of pretax income (or
loss) and income tax expense (or benefit) to be consistent with U.S. Securities
and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of
General Application—General Notes to Financial Statements: Income Tax
Expense, and (2) removing disclosures that no longer are considered cost
beneficial or relevant.
Early adoption is permitted for annual financial statements that have not yet
been issued or made available for issuance.
5
Amendments to the
FASB Accounting Standards Codification®
Introduction
1. The Accounting Standards Codification is amended as described in
paragraphs 2–10. In some cases, to put the change in context, not only are the
amended paragraphs shown but also the preceding and following paragraphs.
Terms from the Master Glossary are in bold type. Added text is underlined,
and deleted text is struck out.
a. Its debt or equity securities are traded in a public market, including those
traded on a stock exchange or in the over-the-counter market (including
securities quoted only locally or regionally).
b. It is a conduit bond obligor for conduit debt securities that are traded
in a public market (a domestic or foreign stock exchange or an over-the-
counter market, including local or regional markets).
c. Its financial statements are filed with a regulatory agency in preparation
for the sale of any class of securities.
Public Entity (Definition 2)
a. Its debt or equity securities are traded in a public market, including those
traded on a stock exchange or in the over-the-counter market (including
securities quoted only locally or regionally).
b. It is a conduit bond obligor for conduit debt securities that are traded
in a public market (a domestic or foreign stock exchange or an over-the-
counter market, including local or regional markets).
6
c. Its financial statements are filed with a regulatory agency in preparation
for the sale of any class of securities.
Income Taxes—Overall
Disclosure
740-10-50-1 This Section provides guidance on the financial statement
disclosure requirements relating to income taxes applicable to all entities.
740-10-50-1A Nothing in this Subtopic is intended to discourage an entity from
reporting additional information specific to its income tax rate reconciliation or
income taxes paid to further an understanding of the entity and the related
disclosures.
7
740-10-50-8 A nonpublic entityAn entity other than a public business entity
shall disclose the types of significant temporary differences and carryforwards
but may omit disclosure of the tax effects of each type.
740-10-50-10A Income (or loss) from continuing operations before income tax
expense (or benefit) disaggregated between domestic and foreign shall be
disclosed for each annual reporting period.
8
imposed by the jurisdiction of domicile shall be included in the amount for that
jurisdiction of domicile (that is, the jurisdiction imposing the tax).
740-10-50-11 The reported amount of income tax expense (or benefit) may
differ from an expected amount based on statutory tax rates. The following
guidance establishes the disclosure requirements for such situations and
differs for public business entities and nonpublic entities other than public
business entities.
9
740-10-50-12A For each annual reporting period, a public business entity shall
disclose a tabular reconciliation, using both percentages and reporting
currency amounts, according to the following requirements:
10
1. Except for reconciling items related to changes in unrecognized tax
benefits discussed in (c)(2), the state and local income tax category
reflects income taxes imposed at the state or local level within the
jurisdiction (country) of domicile, the foreign tax effects category
reflects income taxes imposed by foreign jurisdictions, and the
remaining categories listed in (a) reflect federal (national) income
taxes imposed by the jurisdiction (country) of domicile.
2. For reconciling items related to changes in unrecognized tax
benefits:
i. Reconciling items resulting from changes in judgment related
to tax positions taken in prior annual reporting periods (such as
subsequent recognition, derecognition, and change in
measurement of unrecognized tax benefits) are reflected in the
changes in unrecognized tax benefits category.
ii. When an unrecognized tax benefit is recorded in the current
annual reporting period for a tax position taken or expected to
be taken in the same reporting period, the unrecognized tax
benefit and its related tax position may be presented on a net
basis in the category where the tax position is presented.
iii. Reconciling items presented in the changes in unrecognized
tax benefits category may be disclosed on an aggregated basis
for all jurisdictions.
3. The effect of cross-border tax laws category reflects the effect of
incremental income taxes imposed by the jurisdiction (country) of
domicile on income earned in foreign jurisdictions. When the
jurisdiction (country) of domicile taxes cross-border income but also
provides a tax credit on the same income during the same reporting
period, the tax effect of both the cross-border tax and its related tax
credit may be presented on a net basis in the effect of cross-border
tax laws category. For example, the tax effect related to the global
intangible low-taxed income and its related foreign tax credits may
be presented on a net basis as one reconciling item in the effect of
cross-border tax laws category.
4. The effect of changes in tax laws or rates enacted in the current
period category reflects the cumulative tax effects of a change in
enacted tax laws or rates on current or deferred tax assets and
liabilities at the date of enactment.
11
See paragraph 740-10-55-231 for an illustration of a tabular rate reconciliation
disclosure.
740-10-50-15 An entityAll entities shall disclose all of the following at the end
of each annual reporting period presented:
12
b. Subparagraph superseded by Accounting Standards Update No. 2009-
06.
c. The total amounts of interest and penalties recognized in the statement
of operations and the total amounts of interest and penalties recognized
in the statement of financial position
d. Subparagraph superseded by Accounting Standards Update No. 2023-
09.For positions for which it is reasonably possible that the total amounts
of unrecognized tax benefits will significantly increase or decrease
within 12 months of the reporting date:
1. The nature of the uncertainty
2. The nature of the event that could occur in the next 12 months that
would cause the change
3. An estimate of the range of the reasonably possible change or a
statement that an estimate of the range cannot be made.
e. A description of tax years that remain subject to examination by major
tax jurisdictions.
740-10-50-15A Public entitiesA public business entity shall disclose both of the
following at the end of each annual reporting period presented:
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> Statement of Cash Flows Related Disclosures
740-10-50-22 For each annual reporting period, all entities shall disclose the
amount of income taxes paid (net of refunds received) disaggregated by federal
(national), state, and foreign.
740-10-50-23 For each annual reporting period, all entities shall disclose the
amount of income taxes paid (net of refunds received) to each individual
jurisdiction in which income taxes paid (net of refunds received) is equal to or
greater than 5 percent of total income taxes paid (net of refunds received).
The Company or one of its subsidiaries files income tax returns in the U.S.
federal jurisdiction, and various states and foreign jurisdictions. With few
exceptions, the Company is no longer subject to U.S. federal, state and
local, or non-U.S. income tax examinations by tax authorities for years
before 20X1. The Internal Revenue Service (IRS) commenced an
examination of the Company’s U.S. income tax returns for 20X2 through
20X4 in the first quarter of 20X7 that is anticipated to be completed by the
end of 20X8. As of December 31, 20X7, the IRS has proposed certain
significant adjustments to the Company’s transfer pricing and research
credits tax positions. Management is currently evaluating those proposed
adjustments to determine if it agrees, but if accepted, the Company does
not anticipate the adjustments would result in a material change to its
financial position. However, the Company anticipates that it is reasonably
possible that an additional payment in the range of $80 to $100 million will
be made by the end of 20X8. A reconciliation of the beginning and ending
amount of unrecognized tax benefits is as follows.
14
20X7 20X6 20X5
(in thousands)
Balance at January 1 $ 370,000 $ 380,000 $ 415,000
Additions based on tax positions related to the current year 10,000 5,000 10,000
Additions for tax positions of prior years 30,000 10,000 5,000
Reductions for tax positions of prior years (60,000) (20,000) (30,000)
Settlements (40,000) (5,000) (20,000)
Balance at December 31 $ 310,000 $ 370,000 $ 380,000
At December 31, 20X7, 20X6, and 20X5, there are $60, $55, and $40
million of unrecognized tax benefits that if recognized would affect the
annual effective tax rate.
The Company recognizes interest accrued related to unrecognized tax
benefits in interest expense and penalties in operating expenses. During
the years ended December 31, 20X7, 20X6, and 20X5, the Company
recognized approximately $10, $11, and $12 million in interest and
penalties. The Company had approximately $60 and $50 million for the
payment of interest and penalties accrued at December 31, 20X7, and
20X6, respectively.
• > Example 39: Rate Reconciliation between Income Tax Expense (or
Benefit) and Statutory Expectations
a. For Ireland, both at the jurisdiction level and for certain individual
reconciling items of the same nature within Ireland
b. For the United Kingdom, for certain individual reconciling items of the
same nature within the United Kingdom, but not at the jurisdiction level
15
c. For Switzerland and Mexico, at the jurisdiction level, but not for any
individual reconciling items of the same nature within each jurisdiction.
740-10-55-233 The difference between Entity W’s effective tax rate and its
statutory tax rate is primarily attributed to tax credits, state taxes, and foreign
taxes. More specifically, the foreign tax effects of Entity W’s operations in
Ireland had a decreasing effect on its effective tax rate, while the foreign tax
effects of Entity W’s operations in France had an increasing effect on its
16
effective tax rate. Entity W received federal research and development tax
credits, which decreased its effective tax rate, while state taxes in California
increased its effective tax rate.
Disclosure
> Undistributed Earnings of Subsidiaries and Corporate Joint Ventures
17
740-30-50-2 All of theThe following information shall be disclosed whenever a
deferred tax liability is not recognized because of the exceptions to
comprehensive recognition of deferred taxes related to subsidiaries and
corporate joint ventures:
Disclosure
> Interest and Income Taxes Paid
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instruments with coupon interest rates that are insignificant in relation to the
effective interest rate of the borrowing that is attributable to accreted interest
related to the debt discount, and income taxes paid during the period shall be
disclosed.
Note: This Example does not illustrate the disclosures of income taxes paid
required by paragraphs 740-10-50-22 through 50-23, for the year ended
December 31, 19X1.
230-10-00-1 The following table identifies the changes made to this Subtopic.
Accounting
Standards
Paragraph Action Update Date
230-10-50-2 Amended 2023-09 12/14/2023
230-10-50-2A Added 2023-09 12/14/2023
230-10-55-14 Amended 2023-09 12/14/2023
19
9. Amend paragraph 740-10-00-1, by adding the following items to the table,
as follows:
740-10-00-1 The following table identifies the changes made to this Subtopic.
Accounting
Standards
Paragraph Action Update Date
Conduit Debt Superseded 2023-09 12/14/2023
Securities
Nonpublic Superseded 2023-09 12/14/2023
Entity (5th def.)
Public Entity Superseded 2023-09 12/14/2023
(2nd def.)
740-10-50-1A Added 2023-09 12/14/2023
740-10-50-5 Amended 2023-09 12/14/2023
through 50-8
740-10-50-10A Added 2023-09 12/14/2023
740-10-50-10B Added 2023-09 12/14/2023
740-10-50-11 Amended 2023-09 12/14/2023
through 50-16
740-10-50-11A Added 2023-09 12/14/2023
740-10-50-12A Added 2023-09 12/14/2023
through 50-12C
740-10-50-22 Added 2023-09 12/14/2023
740-10-50-23 Added 2023-09 12/14/2023
740-10-55-217 Amended 2023-09 12/14/2023
740-10-55-230 Added 2023-09 12/14/2023
through 55-233
740-10-65-9 Added 2023-09 12/14/2023
10. Amend paragraph 740-30-00-1, by adding the following item to the table,
as follows:
740-30-00-1 The following table identifies the changes made to this Subtopic.
20
Accounting
Standards
Paragraph Action Update Date
740-30-50-2 Amended 2023-09 12/14/2023
The amendments in this Update were adopted by the unanimous vote of the
seven members of the Financial Accounting Standards Board:
21
Background Information and
Basis for Conclusions
Introduction
BC1. The following summarizes the Board’s considerations in reaching the
conclusions in this Update. It includes reasons for accepting certain
approaches and rejecting others. Individual Board members gave greater
weight to some factors than to others.
BC2. The Board is issuing the amendments in this Update to enhance the
transparency and decision usefulness of income tax disclosures through
improvements to the rate reconciliation and income taxes paid disclosures.
Those improvements are expected to better meet the information needs of
investors in making capital allocation decisions.
Background Information
BC3. The Board previously considered amendments to the disclosure
requirements in Topic 740 as part of the disclosure framework project (resulting
in the issuance of Chapter 8, Notes to Financial Statements, of FASB Concepts
Statement No. 8, Conceptual Framework for Financial Reporting, in August
2018) to improve the effectiveness of disclosures about income taxes. As a
result, the Board first issued proposed Accounting Standards Update, Income
Taxes (Topic 740): Disclosure Framework—Changes to the Disclosure
Requirements for Income Taxes, in 2016. On the basis of comment letter
feedback received as well as the enactment of Public Law 115-97, An Act to
Provide for Reconciliation Pursuant to Titles II and V of the Concurrent
Resolution on the Budget for Fiscal Year 2018 (Tax Cuts and Jobs Act), the
Board issued the 2019 revised proposed Accounting Standards Update,
Income Taxes (Topic 740): Disclosure Framework—Changes to the Disclosure
Requirements for Income Taxes. The amendments in both proposed Updates
would have made detailed changes to the disclosure requirements in Topic
740, in accordance with the concepts in Chapter 8 of Concepts Statement 8.
However, there was a lack of general support for the amendments in those
proposed Updates, and investors noted that the proposed amendments did not,
in their view, provide necessary decision-useful information for their capital
allocation decisions because those proposed amendments did not focus on
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providing a top-down analysis of an entity’s income tax rate and its significant
drivers.
BC4. During the outreach conducted to develop the Invitation to Comment,
Agenda Consultation (2021 ITC), investors reiterated their request for more
disaggregated income tax information, particularly jurisdictional information. To
solicit broad stakeholder feedback on the topic of disaggregated income tax
disclosures, the following paragraphs were included in the 2021 ITC, which
was issued for comment on June 24, 2021:
Investors observed that the existing income tax disclosures do not
provide sufficient detail to assess global tax risk. To better understand
a company’s exposure to potential changes in tax legislation and the
global tax risk companies may face, investors suggested a variety of
possible enhancements, including requiring disclosure of the amount of
cash taxes paid by jurisdiction or geographical segment and
disaggregation of the types of taxes paid, such as the global intangible
low-taxed income (GILTI) tax and the base erosion and anti-abuse tax
(BEAT), to help them better understand what global tax risk companies
may face. Investors stated that a requirement for companies to break
out operating results by regulatory jurisdictions would help investors
gain greater insight into income tax risks.
The FASB’s technical agenda includes an income tax disclosures
project. The FASB staff is in the process of performing research and
outreach on disaggregated income tax information and other disclosure
enhancements as part of that project.
BC5. Investors that use the financial statements and footnotes when making
capital allocation decisions expressed the view that the transparency provided
by current income tax disclosures should be enhanced to provide investors with
information to better assess how an entity’s operations and related tax risks
and tax planning and operational opportunities affect its tax rate and prospects
for future cash flows. On the basis of that view, the Board decided to refocus
the existing income tax disclosure project to better align with investor input and
revised the project objective to improve transparency and decision usefulness
of income tax disclosures by making improvements to the rate reconciliation
and income taxes paid information. While other interested parties (such as
taxing authorities, public interest groups, and members of the public other than
investors) requested that the project be expanded to include other focus areas,
the Board noted that this project is intended to benefit investors by providing
more detailed income tax disclosures that would be useful in making capital
allocation decisions and is not intended to address the more general
informational requests of other parties.
23
BC6. On March 15, 2023, the Board issued the proposed Accounting
Standards Update, Income Taxes (Topic 740): Improvements to Income Tax
Disclosures, for public comment with the comment period ending on May 30,
2023. The Board received 60 comment letters in response to the proposed
Update. Overall, many comment letter respondents expressed support for the
amendments in the proposed Update, noting that the proposed amendments
(a) would improve the transparency, consistency, and decision usefulness of
income tax disclosures and (b) were clear and operable. While those
respondents expressed general or overall support, they also provided
suggestions on various areas for further improvement or clarification.
BC7. During the exposure period, additional outreach was conducted with
investors that use the financial statements and footnotes when making capital
allocation decisions. Investors generally supported the amendments in the
proposed Update, noting that the additional detail provided on reconciling items
in the rate reconciliation and the further break down of income taxes paid by
jurisdiction would help them better understand an entity’s tax position and
exposure, ask more informed questions, or corroborate information provided
by management and better assess an entity’s effective tax rate and prospects
for future cash flows. The consistent support from investors led the Board to
move forward with finalizing the amendments in this Update.
BC8. The Board considered stakeholder feedback on various areas for further
improvement or clarification in reaching the conclusions in this Update, as
discussed below.
24
benefit investors by providing disaggregated information, including
jurisdictional information related to the rate reconciliation and income taxes
paid and more detailed information about the nature of the items in the rate
reconciliation, thereby enhancing the transparency and decision usefulness of
income tax disclosures. Specifically, the combination of improved rate
reconciliation disclosures and information about income taxes paid by
jurisdiction provides investors with a better understanding of an entity’s income
tax provision and related risks and opportunities. Furthermore, the additional
disaggregation of income tax information provides investors with relevant
information in understanding an entity’s exposure to potential changes in
jurisdictional tax legislation and the ensuing risks and opportunities, assessing
the effect on cash flow forecasts and capital allocation decisions, and
identifying potential opportunities to increase future cash flows. This
information will assist in driving efficient investment and capital allocation
decisions.
BC11. The Board does not anticipate that entities will incur significant costs as
a result of the amendments in this Update. The Board acknowledges that
entities likely will incur increased costs (including costs related to additional
processes, systems, and controls) to gather, accumulate, and report the
incremental information. However, the disclosures consist of information that
underlies an entity’s calculation of its tax provision or is included in the detail of
its tax payments. In addition, preparers and practitioners have indicated that
the information either is readily available or could be acquired via existing
processes or systems without significant changes or significant operability
challenges.
BC12. Some stakeholders raised the concern that providing disaggregated
rate reconciliation and income taxes paid disclosures, particularly jurisdictional
information, may result in adverse consequences, including competitive
disadvantages and unintended regulatory scrutiny. Feedback received from
comment letter respondents indicated that their most significant concern was
about providing certain jurisdictional information related to the proposed
amendment to disclose changes in unrecognized tax benefits by jurisdiction.
The Board considered this feedback, as well as feedback received from
investors stating that they primarily use this disclosure to evaluate how an entity
assesses its tax positions and that disclosure of an aggregate amount is
generally sufficient for their analyses. Considering the feedback and observing
that this issue also was specifically addressed in the development of FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes, the Board
decided to permit entities to aggregate changes in unrecognized tax benefits
for all jurisdictions. With this significant concern about the disclosure of
jurisdictional information being addressed, the Board notes that the additional
disaggregated information required by the amendments in this Update is at a
25
sufficiently high level to diminish the concerns about competitive information
being made broadly available, while also recognizing that many taxing
authorities, including those in the United States, already accumulate detailed
jurisdictional and other tax information well beyond the required disclosures.
While those concerns appear to be largely mitigated, the Board concluded, and
investors communicated, that the beneficial consequences of providing more
disaggregated income tax information for investors to make better informed
capital allocation decisions exceed the potential costs.
BC13. In summary, the Board decided that information provided by the
amendments in this Update strikes a reasonable balance between meeting
investors’ needs for more disaggregated income tax information and
addressing stakeholders’ concerns about the costs of providing the
information.
Scope
BC14. The amendments in this Update address investors’ requests for greater
transparency about income tax information, including jurisdictional information,
through improvements to income tax disclosures primarily related to the rate
reconciliation and income taxes paid.
BC15. This Update also includes certain other amendments to improve the
effectiveness and comparability of income tax disclosures.
BC16. The Board considered but decided not to address the following:
a. Some investors provided feedback that additional jurisdictional
information related to an entity’s revenue, operating results, and income
tax expense (or benefit) would allow for a more thorough understanding
of an entity’s business opportunities and exposures. Although a Board
member expressed some level of support for pursuing these additional
disclosures, other Board members concluded that existing guidance on
jurisdictional information for revenue, including revenue by country
when material, in paragraph 280-10-50-41 on segment reporting
addresses investors’ need for jurisdictional information related to an
entity’s revenue. In addition, addressing a broader request for
jurisdictional information would be beyond the scope of an income tax
disclosure project and could significantly delay the progress of the
project.
26
b. Some stakeholders requested incorporating country-by-country
reporting for tax purposes as required by the Organisation for Economic
Co-operation and Development (OECD) in financial statements. The
Board observed that country-by-country reporting is required by the
OECD for multinational enterprise groups with revenues above EUR
750 million and includes reporting of various financial information (such
as revenue, tangible assets, and stated capital besides profit/loss before
tax, income tax expense, and income tax paid) and nonfinancial
information (such as number and primary activities of entities and
number of employees).
1. The Board notes that such reporting is beyond the objective of
general purpose financial reporting, which is to provide financial
information about the reporting entity that is useful to existing and
potential investors in making decisions about providing resources to
the entity. Those decisions involve buying, selling, or holding equity
and debt instruments and providing or settling loans and other forms
of credit.
2. The Board also learned that country-by-country reporting often is a
discrete manual process that does not align with the timing, level of
precision, and extent of reviews and controls inherent in the financial
reporting process. In addition, the starting point for preparing
country-by-country reporting is not necessarily GAAP amounts (it
can be any basis accepted by the taxing authority). Considering the
significant costs of aligning an entity’s country-by-country reporting
processes and its financial reporting processes, the Board
concluded that, given the additional jurisdictional information
provided by the amendments in this Update, the incremental benefit
of incorporating country-by-country information in financial
statements would not be a cost-beneficial alternative.
BC17. The Board also considered but decided not to address certain other
requests raised in comment letters for various additional changes (for example,
to require a reconciliation of income tax expense to income taxes paid, to
require a reconciliation of GAAP income to taxable income, or to provide
guidance on the accounting for and presentation of refundable and
transferrable income tax credits). The Board noted that those requests are
broader than the established scope of the income tax disclosure project and if
addressed as part of this project could significantly delay the benefits to
investors from the issuance of the disclosure enhancements in this Update.
27
Rate Reconciliation
General Approach
BC18. In the Board’s view, the rate reconciliation is one of the most useful tax
disclosures to provide investors with an understanding of an entity’s income
taxes, including transparency into income tax risks and opportunities.
Therefore, the Board decided to add a disclosure objective to the guidance and
prescribe the disaggregation of information presented in the rate reconciliation.
The Board expects that the amendments in this Update will enhance the
transparency, comparability, and consistency of the disclosed information.
BC19. The Board decided to require that public business entities provide on
an annual basis a tabular rate reconciliation (using both percentages and
reporting currency amounts) that contains specific categories and provides
additional information for any reconciling item (within certain categories) that is
equal to or greater than a specified quantitative threshold, in accordance with
paragraphs 740-10-50-12A through 50-12C.
BC20. The Board expects that requiring specific categories in the rate
reconciliation and further disaggregated information of reconciling items within
certain categories will enable investors to better understand tax variability
driven by the different nature of reconciling items or taxing jurisdictions and
therefore to better assess (a) the sustainability of effective tax rates over time,
(b) the opportunity to improve cash flows, and (c) the reasons for differences
in effective tax rates across entities.
BC21. Stakeholders (including investors, advisory groups, and comment letter
respondents) generally supported the Board’s decision to require, in a tabular
rate reconciliation, specific categories and disaggregated information of
reconciling items within certain categories. Most comment letter respondents
noted that the standardization of the categories in the rate reconciliation will
promote disclosure consistency and comparability. Investors observed that the
improvements to the rate reconciliation will provide important information to
better understand the factors that affect an entity’s tax rate (including
nonrecurring items), assess the sustainability of an entity’s tax rate, evaluate
how jurisdictional tax risks and opportunities affect an entity’s operating cash
flows, and promote more informed discussions with management. Investors
stated that they use both percentages and amounts in their analyses, and other
stakeholders indicated that it is not costly for entities to provide both pieces of
information.
28
Materiality Considerations
BC22. A number of stakeholders requested that the Board clarify whether (and
how) materiality should be considered when evaluating whether reconciling
items that meet the quantitative threshold are required to be disclosed. The
Board observed that the guidance in paragraph 105-10-05-6, which states that
the provisions of the Codification need not be applied to immaterial items, is
applicable to the amendments in this Update, as it is to all Codification
guidance. Therefore, the amendments on the disclosure of reconciling items
by specific categories with further disaggregation of reconciling items based on
the application of a quantitative threshold do not apply to immaterial items. That
is, an entity does not need to separately disclose the required specific
categories or reconciling items if they are immaterial, even if the quantitative
threshold is met.
BC23. Other stakeholders suggested that the Board include guidance related
to materiality in Topic 740 on income tax disclosures. They noted that the
amendments in the proposed Update were unclear on whether an entity would
be required to separately disclose each of the eight categories regardless of
materiality.
BC24. The Board considered the feedback but decided not to add a discussion
of materiality to the guidance in Topic 740 because the materiality guidance in
paragraph 105-10-05-6 applies to all Topics. The Board was concerned that
replicating the materiality guidance in some Topics and not others could lead
to unnecessary confusion and potential inconsistency in practice. Therefore,
the Board decided that it is appropriate to retain the discussion of materiality in
the basis for conclusions with a clear reference to Topic 105, Generally
Accepted Accounting Principles.
Specific Categories
BC25. The Board considered whether it was necessary to define the specific
categories included in paragraph 740-10-50-12A(a). In the proposed Update,
the Board decided that defining the specific categories would not be necessary
because the categories are understandable, currently used in practice, and
intended to be general to accommodate future changes to the tax environment.
Most stakeholders agreed that the required specific categories are
understandable, reasonable, and generally consistent with those already
presented in the rate reconciliation by many public business entities. However,
some stakeholders suggested that the Board explain or clarify the intent of
certain specific categories to provide a better understanding and a more
consistent application of the guidance. To further enhance the clarity and
29
operability of the guidance, the Board decided to make the following
clarifications to specific categories in response to stakeholder feedback:
a. Stakeholders generally agreed that the effect of cross-border tax laws
category should reflect the effect of incremental income taxes imposed
by the jurisdiction (country) of domicile on income earned abroad or on
income earned by foreign subsidiaries. However, they suggested
incorporating the description of the nature of the effect of cross-border
tax laws category originally included in the basis for conclusions of the
proposed Update into Topic 740. In response to stakeholder feedback,
the Board decided to include the description of the nature of the effect
of cross-border tax laws category in Topic 740.
b. Stakeholders requested that the Board clarify that the enactment of new
tax laws category should be limited to only the cumulative adjustment to
deferred tax assets and liabilities as of the enactment date and changes
in income taxes payable or refundable for prior years as a result of an
enactment of new tax laws in the reporting period. After discussing this
feedback, the Board decided to clarify that this category is intended to
reflect the cumulative tax effects of a change in enacted tax laws or rates
on current or deferred tax assets and liabilities at the date of enactment.
Accordingly, the Board decided to include the description of the nature
of this category in Topic 740. Furthermore, to better align with the
current language used in Topic 740 on changes in tax laws or rates, the
Board decided to change the name of this category to “effect of changes
in tax laws or rates enacted in the current period.”
c. Stakeholders also requested that the Board clarify the intent of the
changes in unrecognized tax benefits category. They suggested
including a description of the nature of the changes in the unrecognized
tax benefits category in Topic 740. In response to stakeholder feedback,
the Board decided to clarify in Topic 740 that this category is intended
to reflect reconciling items related to changes in unrecognized tax
benefits as a result of changes in judgment related to tax positions taken
in prior reporting periods (such as subsequent recognition,
derecognition, and change in measurement of unrecognized tax
benefits).
d. Some stakeholders requested that the Board clarify the intent of the
valuation allowances category. In response to this feedback, the Board
changed the name of this category to “changes in valuation allowances”
to reflect the valuation allowances initially recognized or subsequently
adjusted in the reporting period.
BC26. Stakeholders expressed concern about disclosing the unrecognized
tax benefits by jurisdiction, noting that it could pose financial risks to entities or
provide prejudicial information to taxing authorities in individual jurisdictions,
30
without a commensurate benefit for investors. They noted that the Board
acknowledged this risk in the 2016 proposed Update and that the existing
disclosure guidance in paragraphs 740-10-50-15 through 50-15A also provides
investors with information about an entity’s unrecognized tax benefits.
Therefore, stakeholders suggested that the Board allow entities to aggregate
disclosure of changes in unrecognized tax benefits for all jurisdictions. When
discussing this feedback, the Board acknowledged the concern raised by
stakeholders and decided to permit entities to aggregate the disclosure of
changes in unrecognized tax benefits for all jurisdictions. The Board concluded
that the aggregated disclosure is consistent with previous decisions made by
the Board on unrecognized tax benefits in Topic 740 and provides incremental
information to investors.
BC27. The Board considered but decided not to make further suggested
changes to other specific categories, including addressing requests to allow
entities to disclose valuation allowances on an aggregated basis for all
jurisdictions.
BC28. The Board concluded that, except for the tax effects related to changes
in unrecognized tax benefits, all income taxes imposed by (a) states and local
jurisdictions and (b) foreign jurisdictions are required to be captured in the state
and local income tax and foreign tax effects categories, respectively. For
example, the tax effects of a new tax law enacted by a foreign jurisdiction, a
tax credit granted by a foreign jurisdiction, or state or local taxes within a foreign
jurisdiction are required to be included in the foreign tax effects category.
Accordingly, the remaining specific categories other than the changes in
unrecognized tax benefits category reflect the effect of taxes in an entity’s
jurisdiction (country) of domicile.
BC29. The Board acknowledges that the specific categories included in
paragraph 740-10-50-12A(a) may not cover all income tax effects and
judgment may need to be applied when determining how to categorize certain
income tax effects that do not clearly fall into a single category. The Board also
acknowledges that judgment may be necessary when determining how to
categorize certain income tax effects that have characteristics of multiple
categories or when assessing the nature of reconciling items for further
disaggregation in paragraph 740-10-50-12A(b). In situations in which judgment
has been applied, the Board noted that an entity should assess whether the
disclosure objective in paragraph 740-10-50-11A is met. An entity also should
consider whether an accompanying explanation is needed in accordance with
paragraph 740-10-50-12C. For example, an entity may decide to include the
tax effects of share-based payment awards (such as nondeductible expenses,
shortfalls, and windfalls) in the nontaxable or nondeductible items category,
although the windfall on a standalone basis might not be viewed as exclusively
31
relating to this category. In that situation, the entity should consider providing
an accompanying explanation to describe the types of tax effects of share-
based payment awards (including windfalls) that are included in the nontaxable
or nondeductible items category.
BC30. The tabular rate reconciliation disclosure in paragraph 740-10-55-231
includes tax effects related to global intangible low-taxed income (GILTI), base
erosion and anti-abuse tax (BEAT), and foreign-derived intangible income
(FDII) in the cross-border tax laws category. The Board received feedback that
the illustration should not include FDII in the cross-border tax laws category
because some stakeholders view FDII as a special deduction rather than a
cross-border tax law. The Board considered the feedback but retained the
reference to FDII in the illustration under the effect of cross-border tax laws
category to provide a more consistent disclosure of that information. However,
the Board acknowledges that judgment may be necessary when identifying the
reconciling items to be included in this category, including the categorization of
special deductions such as FDII, for both U.S.-domiciled entities and entities
domiciled in a foreign jurisdiction.
BC31. The Board also considered but decided not to provide specific guidance
on where other reconciling items, such as proportional amortization and tax
effects of significant transactions and business events, should be categorized.
The Board noted that an entity will need to use judgment to determine to which
specific category a reconciling item relates. If the entity decides that the
reconciling item does not fall into any specific category, the entity is required to
disclose the reconciling item separately as other adjustments in the rate
reconciliation if it meets the 5 percent threshold in accordance with paragraph
740-10-50-12A(b)(3).
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BC33. Stakeholders suggested that the reconciling items in the effect of cross-
border tax laws category, particularly GILTI, be presented net of the related
foreign tax credits. They noted that disclosing the cross-border income taxes
imposed by the jurisdiction (country) of domicile gross, rather than net of the
benefits provided by the same jurisdiction for foreign taxes paid (or deemed
paid) on the same income, would not reflect the true incremental tax cost of
income earned abroad. In response to stakeholder feedback, the Board
decided to allow the net presentation of the tax effects of cross-border tax laws
and the related foreign tax credits in certain circumstances. The Board
considered whether the amendments in this Update should specifically identify
which cross-border tax laws and related foreign tax credits may be presented
net (for example, specifically referencing GILTI and its related foreign tax
credits). However, instead, the Board decided to provide a principles-based
criterion that could be applied to other tax effects in the effect of cross-border
tax laws category and could accommodate future changes in the tax
environment. Effectively, if there is a credit in the same jurisdiction, which is an
inherent part of the calculation of a cross-border tax law, the credit could be
netted with the cross-border tax law effect.
BC34. Stakeholders also requested that the Board clarify how to present the
initial amount of unrecognized tax benefits recognized related to a tax position
taken or expected to be taken in the reporting period in the rate reconciliation.
Considering the nature of the unrecognized tax benefits, the Board decided to
allow net presentation of the unrecognized tax benefit with its related tax
position taken or expected to be taken in the same reporting period and include
the net amount in the category where the tax position is presented.
33
threshold higher than 5 percent, a qualitative threshold, or a threshold
independent of the applicable statutory tax rate.
BC36. The Board also decided to align the disclosure requirement in
paragraph 740-10-50-12 on the income tax rate used in the rate reconciliation
with the guidance in SEC Regulation S-X 210.4-08(h)(2). For a foreign entity,
the federal (national) income tax rate in its jurisdiction (country) of domicile
should normally be used in the rate reconciliation. However, if the rate used by
an entity is other than the U.S. federal corporate income tax rate, the entity is
required to disclose the rate used and the basis for using such a rate.
BC37. For the foreign tax effects category, the Board agreed that breaking
down this category into significant reconciling items by jurisdiction (country)
and by nature provides necessary additional transparency. If a foreign
jurisdiction meets the 5 percent threshold, it should be separately disclosed as
a reconciling item. Within any foreign jurisdiction (regardless of whether it
meets the 5 percent threshold), the reconciling item should be separately
disclosed by nature if its gross amount (positive or negative) meets the 5
percent threshold. For example, if the statutory tax rate difference between a
foreign jurisdiction (country) and the jurisdiction (country) of domicile meets the
5 percent threshold, it should be separately disclosed as a reconciling item
within the foreign jurisdiction under the foreign tax effects category in the rate
reconciliation. In some cases, a foreign jurisdiction in total may not meet the 5
percent threshold, but there could be individual reconciling items that meet the
5 percent threshold, disclosed for that foreign jurisdiction. As illustrated in
paragraph 740-10-55-231, there could be different reconciling items by nature
presented for different foreign jurisdictions or there could be no reconciling
items by nature presented for certain foreign jurisdictions depending on the
application of the 5 percent threshold. Investors supported the disaggregation
of this category by jurisdiction (country) and by nature on a gross basis and
indicated that this is one of the most significant improvements made by the
amendments in this Update. Therefore, the Board decided not to further
consider other stakeholder suggestions to limit the disaggregation of
reconciling items in this category only to jurisdictions that meet the 5 percent
threshold or allow reconciling items of similar natures within this category to be
disclosed on an aggregated basis.
BC38. The Board considered but decided not to provide additional guidance
in Topic 740 on how to apply the 5 percent threshold when an entity operates
at or around break even or an entity is domiciled in a jurisdiction with no or
minimal statutory income tax rates beyond the alignment of the disclosure
requirement with the SEC guidance discussed in paragraph BC36. Considering
the outreach feedback from stakeholders and the mixed views from comment
letter respondents, the Board did not identify a pervasive need for specific
34
guidance on how to apply the amendments in this Update to the rate
reconciliation disclosures under those circumstances. The Board
acknowledged that if an entity (a) is domiciled in a jurisdiction with an income
tax rate significantly lower than the U.S. statutory income tax rate or (b)
operates at or around break even, the entity would be expected to apply
judgment in determining the appropriateness of using a different statutory
income tax rate and evaluating the materiality of reconciling items.
35
items. Investors stated that this disclosure will provide them with (a) greater
contextual information to better understand an entity’s tabular rate
reconciliation and (b) a more complete view of an entity’s tax risks,
opportunities, and management. However, some stakeholders stated that the
required explanatory information, especially the explanation of “significant
year-over-year changes” already is included in management’s discussion and
analysis (MD&A) or is more appropriately included there. The Board agreed
with the feedback that it is more appropriate to disclose the significant year-
over-year changes explanation in MD&A and decided to remove it from
paragraph 740-10-50-12C. In addition, to further illustrate the explanatory
information to be provided under this guidance, the Board added other
examples, such as the underlying causes of the reconciling items and the
judgment used in categorizing the reconciling items. The Board noted that an
entity can use the disclosure required by paragraph 740-10-50-12C to provide
additional relevant information to help explain its rate reconciliation.
Reporting Frequency
BC42. Stakeholders generally supported the Board’s decision to require that
public business entities disclose the tabular rate reconciliation on an annual
basis.
BC43. Many stakeholders questioned the necessity and appropriateness of
the proposed qualitative disclosure of any reconciling items that result in
significant changes in the estimated annual effective tax rate from the effective
tax rate of the prior annual reporting period on an interim basis. They noted
that this proposed disclosure (a) may provide information similar to what is
required to be provided in MD&A or in the existing guidance in paragraph 740-
270-50-1 and (b) may not provide decision-useful information because of the
lack of comparability of the estimated annual effective tax rate, which excludes
discrete items, with the prior year’s actual effective tax rate. Under paragraph
740-270-50-1, the reasons for significant variations in the customary
relationship between income tax expense and pretax accounting income are
required to be disclosed in interim periods if they are not otherwise apparent
from the financial statements, from the footnotes, or from the nature of the
entity’s business. After considering stakeholder feedback, the Board concluded
that this existing interim disclosure requirement is sufficient to capture the
information related to significant changes in an entity’s effective tax rate during
an interim period (for example, the reasons for significant revision to the
estimated annual effective tax rate). On the basis of these considerations, the
Board decided not to add a separate interim disclosure requirement for the rate
reconciliation.
36
Applicability Considerations
BC44. The tabular rate reconciliation disclosure applies to all public business
entities. A few comment letter respondents asked that certain public business
entities, such as broker dealers or entities that meet the definition of a public
business entity but do not file financial information with the SEC, be exempt
from the required rate reconciliation disclosure. The Board considered the
feedback and noted that is a broader issue related to the definition of a public
business entity and decided not to change the scope of entities required to
disclose the rate reconciliation table.
37
rate reconciliation would be costly for smaller private entities. Conversely, one
academic PCC member expressed support for a disaggregated numerical rate
reconciliation.
BC48. Paragraph 2.6 of the Private Company Decision-Making Framework
states in part that in evaluating potential disclosure alternatives for private
companies, the Board and the PCC also should consider, but place less weight
on, the cost of providing the disclosures, both in terms of the cost incurred by
the preparer and the efforts spent by the user to sort through disclosures that
may have limited or no relevance. At the September 2022 PCC meeting,
preparer PCC members indicated that a numerical rate reconciliation with
specific categories and a quantitative threshold would significantly increase
reporting costs compared with the cost of complying with the narrative
disclosures currently required. They suggested focusing on the specific
categories rather than jurisdictional disaggregation. Another practitioner PCC
member noted that the current requirement to disclose the nature of significant
reconciling items provides the information necessary to enable users to ask
management follow-up questions (referred to as the “red flag approach” in the
Private Company Decision-Making Framework).
BC49. Paragraph 2.7 of the Private Company Decision-Making Framework
states that because many users of private company financial statements do not
seek the same level of detailed information as do users of public company
financial statements and because of cost considerations, the Board and the
PCC should consider not requiring the disclosure of disaggregated information
such as (a) a tabular reconciliation and (b) quantitative details about the
composition of certain income statement or balance sheet line items. Instead,
disclosure alternatives should be provided that limit the requirement to a
nontabular description or, in other words, a narrative (which may include both
quantitative information and qualitative information) that can provide users with
a basic understanding of items having the most significant effect on financial
statements.
BC50. The Board considered feedback on whether qualitative information
about the nature of significant reconciling items would be useful. At the June
2023 PCC meeting, user PCC members expressed support for the qualitative
rate reconciliation disclosures, noting that the disclosures would be helpful in
understanding nonrecurring items affecting the current-year tax rates,
identifying special tax arrangements and internal tax-planning strategies that
had an effect on the effective tax rate, and identifying other areas to further
discuss with management. User PCC members also noted that income taxes
are a difficult area to understand and that it is difficult to evaluate sustainability
of the effective tax rate. They indicated that the disclosures would provide
decision-useful information for analyzing financial statements.
38
BC51. Feedback from comment letter respondents was mixed on the utility of
the proposed changes to the qualitative rate reconciliation disclosures.
Additionally, other comment letter respondents indicated that the proposed
disclosures did not go far enough and that large private companies should
provide the same information as public companies (that is, a quantitative rate
reconciliation table should be required).
BC52. The Board also considered feedback on the cost of providing qualitative
information about the nature of reconciling items. At the June 2023 PCC
meeting, a preparer PCC member stated that the data necessary to produce
the enhanced qualitative rate reconciliation disclosures already exist, the
enhanced disclosures would not be costly, and adding information to the
existing qualitative disclosures would not be burdensome. Conversely, a
practitioner PCC member highlighted that while the information to be included
in the qualitative rate reconciliation disclosure is typically available, additional
time would be spent analyzing that information and drafting the narrative
language to comply with the qualitative disclosures. Similar to the feedback
received from the PCC, feedback from comment letter respondents was mixed
on whether the changes to the qualitative rate reconciliation disclosures for
entities other than public business entities would result in additional costs and
time to implement.
BC53. The Board acknowledged feedback from a small number of comment
letter respondents that indicated that for entities other than public business
entities with complex tax structures and those that operate in multiple
jurisdictions, a qualitative disclosure could be less clear and concise as
compared with a quantitative disclosure. The Board noted that entities other
than public business entities may provide a tabular, quantitative rate
reconciliation if they determine that it provides better information for private
company users.
BC54. On the basis of private company stakeholder feedback and an analysis
of the Private Company Decision-Making Framework, the Board decided to
affirm (a) that entities other than public business entities are required to
qualitatively disclose the nature and effect of specific categories of reconciling
items and individual jurisdictions that result in a significant difference between
the statutory tax rate and the effective tax rate and (b) that a numerical
reconciliation is not required.
39
information about income taxes paid to jurisdictions would assist them in better
understanding an entity’s income tax risks and opportunities and the
sustainability of the entity’s effective tax rate. Investors indicated that this
information would help them assess trends and highlight areas that require
additional discussion with management.
BC56. On the basis of that feedback, in the 2019 revised proposed Update,
the Board proposed requiring that all entities disclose income taxes paid
disaggregated by federal (national), state, and foreign categories. Some
comment letter respondents to the 2019 revised proposed Update supported
the proposed disaggregation of income taxes paid, noting that it would enable
investors to look at the trends over several years to obtain decision-useful
information. Other respondents did not support disclosing income taxes paid
information at that granular level because it would be costly for preparers and
because that disclosure would not produce information that is useful,
predictive, or consistent for investors.
BC57. On the basis of continued investor requests that the Board require
further disaggregation of income taxes paid by jurisdiction, the Board decided
to retain the proposal to disaggregate income taxes paid by federal (national),
state, and foreign categories in the 2023 proposed Update. Investors indicated
that this level of disaggregation (a) would enhance their understanding of
entities’ income taxes and their ability to project the amount, timing, and
uncertainty of future cash flows and (b) would assist when analyzing the
correlation between income tax expense (benefit) and income taxes paid. In
addition, when an entity’s effective tax rate approximates the statutory tax rate,
investors indicated that providing additional information about income taxes
paid would provide additional insight that otherwise would not be highlighted
by the rate reconciliation. Comment letter respondents also indicated that
income taxes paid information disaggregated at this level is reasonably
available and would be relatively easy to accumulate and disclose.
BC58. On the basis of stakeholder feedback, the Board decided to retain in
this Update the requirement from the proposed Update that all entities disclose
income taxes paid disaggregated by federal (national), state, and foreign
categories.
BC59. In addition, in the 2023 proposed Update, the Board decided to require
that all entities disclose income taxes paid further disaggregated by individual
jurisdiction on the basis of a quantitative threshold of 5 percent of total income
taxes paid. In arriving at its decision, the Board placed emphasis on preparer
and investor feedback indicating that most companies pay the majority of their
taxes to only a small number of jurisdictions and that substantial coverage
would be achieved using the 5 percent threshold. The Board also considered
that the 5 percent threshold would be consistent with the existing requirement
40
in SEC Regulation S-X 210.4-08(h)(1) to separately disclose individual
components of pretax income or loss and income tax expense or benefit that
exceed 5 percent of total tax expense.
BC60. During initial deliberations, the Board considered but decided not to
require disaggregation of income taxes paid based on a specified number of
jurisdictions in which the highest amount of taxes was paid because the
specified number of jurisdictions would be arbitrary, may change from period
to period, and would likely result in some entities evaluating immaterial
amounts for disclosure and other entities disclosing jurisdictions with
cumulatively low coverage. The Board also considered but decided not to
require disaggregation of individual jurisdictions based on major jurisdictions
with a quantitative coverage requirement. The Board decided that establishing
a common understanding and application of what constitutes a major
jurisdiction would be challenging and might result in diversity in practice and
less decision-useful information.
BC61. Stakeholders had mixed views on whether and how to require
disclosure of income taxes paid disaggregated by individual jurisdictions.
Investors expressed support for the proposed requirement to disaggregate
income taxes paid on the basis of a quantitative threshold of 5 percent of total
income taxes paid, and a majority of comment letter respondents generally
supported this threshold. Most comment letter respondents that did not support
the amendments in the proposed Update expressed concern that the 5 percent
threshold is too prescriptive, could result in the disclosure of information that is
too detailed, and should be replaced with an entity-specific significance
assessment. Some comment letter respondents expressed concern that
jurisdictional disaggregation does not provide decision-useful information to
investors.
BC62. Comment letter respondents provided suggestions for alternative
approaches. The Board considered but decided not to require disaggregation
of income taxes paid based on a higher threshold (for example, 10 percent)
primarily due to investor and practitioner feedback supporting the proposed
threshold of 5 percent. The Board observed that the 5 percent threshold would
provide investors with an appropriate level of additional information to assist
with trend analysis, to understand tax risks and opportunities, and to
understand timing of cash flows. The Board also noted that increasing the
threshold could reduce the amount of decision-useful information received by
investors without providing significant cost savings for preparers.
BC63. The Board also considered but decided not to require disaggregation
based on individually significant jurisdictions. The Board decided that in this
case establishing a bright-line threshold was preferable to a more subjective
assessment. For example, establishing a common understanding and
41
application of what constitutes a significant jurisdiction has the potential to
increase costs and may provide less decision-useful information to investors
and result in diversity in practice.
BC64. On the basis of stakeholder feedback, the Board decided to retain the
requirement from the proposed Update that an entity disclose income taxes
paid further disaggregated by individual jurisdiction on the basis of a
quantitative threshold of 5 percent of total income taxes paid. Therefore, if the
income taxes paid to an individual jurisdiction is equal to or greater than the 5
percent threshold, an entity must separately disclose income taxes paid in that
jurisdiction. An entity may identify a country, state, or local territory as an
individual jurisdiction.
Materiality Considerations
BC65. The Board observed that the guidance in paragraph 105-10-05-6,
which states that the provisions of the Codification need not be applied to
immaterial items, is applicable to the amendments in this Update, as it is to all
Codification guidance.
BC66. Some stakeholders asked that the Board clarify the materiality
considerations for the jurisdictional disclosures. They noted that the
amendments in the proposed Update are unclear on whether an entity would
be required to separately disclose income taxes paid to a jurisdiction that meets
the 5 percent threshold regardless of whether the amount of income taxes paid
is material. Some stakeholders asked that the Board consider replacing the
quantitative threshold with an entity-specific materiality assessment or provide
additional implementation guidance, for instance, on acceptable departures
from the 5 percent threshold.
BC67. The Board considered the feedback and decided that entities are
required to disclose income taxes paid further disaggregated by individual
jurisdiction on the basis of a quantitative threshold of 5 percent. However, the
Board observed that the materiality guidance in paragraph 105-10-05-6 is
applicable to the amendments in this Update, as it is to all Codification
guidance. Therefore, the amendments on the disclosure of income taxes paid
do not apply to immaterial items. That is, an entity does not need to separately
disclose income taxes paid for any jurisdiction (whether that is federal, state,
or foreign groupings or individual jurisdictions based on a quantitative threshold
of 5 percent) if the amount is immaterial.
42
Gross versus Net Presentation
BC68. The Board also clarified in the proposed Update that the amount of
income taxes paid required to be disclosed is the net amount paid or net refund
received in the period, computed as total income taxes paid net of cash refunds
received. The Board considered certain stakeholder feedback that disclosing
income taxes paid on a net basis is more relevant and decision useful than
disclosing income taxes paid on a gross basis. The Board noted that entities
generally disclose income taxes paid in total on a net basis. Additionally, the
Board noted that certain investor feedback indicated that providing a net
amount would enable investors to identify trends more efficiently than providing
gross amounts. The Board also noted that timing differences related to certain
payments and refunds vary; therefore, the net amounts provide a more
representative picture of actual cash flows related to taxes in each period.
BC69. Many comment letter respondents supported disclosure of the amount
of the net payment remitted or net refund received for the period, noting that
this would be consistent with current practice for disclosing income taxes paid
in total as required by paragraph 230-10-50-2. Stakeholders that supported net
presentation also noted that a net basis more accurately represents the
economic position of an entity and its cash flows in each period for each
jurisdiction. Some investors stated that they prefer gross presentation of
income taxes paid rather than net presentation. Comment letter respondents,
including investors, that did not support disclosure on a net basis noted that
certain refunds may relate to prior periods, which may make it difficult to
interpret those amounts, thereby reducing decision usefulness. The feedback
received from stakeholders during the exposure period was consistent with
feedback considered by the Board during initial deliberations. The Board also
considered but decided not to require additional qualitative disclosure of
significant refunds received because of potential implementation issues
associated with the qualitative disclosure, such as defining what is included in
“refunds received” and what constitutes “significant.” The Board also noted that
the intent was to further disaggregate the total amount of income taxes paid,
which is typically disclosed on a net basis.
BC70. On the basis of stakeholder feedback, the Board decided to require that
income taxes paid be disclosed on a net basis. Furthermore, the Board clarified
that an entity should apply the 5 percent quantitative threshold by comparing
the absolute value of the net payment or net refund in each jurisdiction with the
absolute value of total income taxes paid (net of refunds received) when
determining the jurisdictions for separate disclosure in accordance with
paragraph 740-10-50-23.
43
Reporting Frequency
BC71. The Board proposed that all entities disclose (a) the year-to-date
amount of income taxes paid disaggregated by federal (national), state, and
foreign categories on both an interim basis and an annual basis and (b) the
amount of income taxes paid disaggregated by individual jurisdiction (based on
the 5 percent quantitative threshold) on an annual basis. The Board noted that
disaggregation of income taxes paid by federal (national), state, and foreign
categories is relevant to investor analyses and that disclosing it on an interim
basis, along with a qualitative disclosure of the rate reconciliation information
on an interim basis for public business entities, would provide investors with
relevant information in a timely manner. The Board noted that disaggregation
of income taxes paid by individual jurisdiction on an interim basis would not
provide decision-useful information because taxes are generally computed on
an annual basis; therefore, interim payments in an individual jurisdiction may
not be ratable or representative of annual information.
BC72. Comment letter respondents had mixed views on the frequency of
reporting for each of the disaggregated income taxes paid disclosures. More
than half of respondents, including investors, did not support the proposal to
require interim disclosure of income taxes paid disaggregated by federal
(national), state, and foreign categories. Many respondents commented that
income taxes paid on a quarterly basis would not be comparable because of
the significant variation in timing of income tax payments due to factors such
as estimated and extension payments, refunds, and settlements. Many
respondents also noted that refunds and settlements often relate to prior
periods and, therefore, they were concerned that providing this information on
a quarterly basis may not be decision useful to investors. Some respondents
also noted that disaggregation of income tax payments requires significant
additional processes and changes to internal controls and accounting systems
and may be difficult to achieve because of condensed time frames for quarterly
reporting. Many respondents noted that providing income taxes paid
disaggregated by federal (national), state, and foreign categories, as well as by
individual jurisdiction, on an annual basis would be more operational and
decision useful. During investor outreach, many investors indicated that annual
disclosures would be sufficient. Some investors indicated that although they
would prefer to receive this information on an interim basis, they would support
annual disclosure if the information could be provided in a more timely manner.
BC73. On the basis of stakeholder feedback, the Board decided to require that
entities disclose only on an annual basis the amount of income taxes paid
disaggregated by (a) federal (national), state, and foreign categories and (b)
individual jurisdictions on the basis of a quantitative threshold of 5 percent of
44
total income taxes paid. The Board noted that an annual disclosure frequency
provides investors with sufficient information to perform trend analysis.
BC74. The Board also considered but decided not to require disclosure of
comparative information by jurisdiction for all years presented. The Board
noted that requiring comparative information for income taxes paid could result
in operability challenges and may be contrary to the guidance on materiality in
Topic 105 (such as when a jurisdiction meets the quantitative threshold and is
material in the current period but was not presented in previous periods
because the amount of income taxes paid was not material).
45
liquidity, and cash flow from operations to service debt and that many private
company investors focus on accounting and disclosure requirements affecting
cash. Disclosures on income taxes paid align with that notion.
BC79. The Board considered feedback on the usefulness of disaggregated
information about income taxes paid. At the June 2023 PCC meeting, some
user PCC members expressed support for disclosing income taxes paid on a
disaggregated basis, noting that they have limited access to management and
that the information would help them assess trends and better understand an
entity’s income tax risks and opportunities and the sustainability of tax rates.
Other user PCC members noted that they commonly have access to
management and, therefore, may not need jurisdictional income taxes paid
information disclosed. Feedback from comment letter respondents was mixed.
One comment letter respondent indicated that the disaggregated income taxes
paid disclosures would provide decision-useful information, while several
respondents indicated that those disclosures would not provide decision-useful
information.
BC80. The Board also considered feedback on the costs of disaggregated
information about income taxes paid. At the June 2023 PCC meeting, several
preparer and practitioner PCC members stated that jurisdictional information
about income taxes paid is available or could be made available with limited
costs. Several PCC members and several comment letter respondents
expressed concerns about the 5 percent threshold, asserting that (a) it is too
low, (b) it could potentially be burdensome for preparers, (c) it could result in
the disclosure of immaterial information, and (d) access to management
negates the need for this level of jurisdictional information. Some of those same
concerns about the threshold were expressed in regard to public business
entities.
BC81. The Board considered but decided not to require disaggregation of
income taxes paid based on a higher threshold (for example, 10 percent) for
entities other than public business entities. The Board observed that the
disaggregated information is relevant for users of private company financial
statements and that the information can be provided at a reasonable cost.
Therefore, there was no compelling reason to provide a disaggregation
threshold for entities other than public business entities that differed from that
for public business entities. Additionally, the Board observed that the guidance
on materiality in paragraph 105-10-05-6 is applicable. Therefore, the
amendments in this Update on disclosures of income taxes paid based on the
application of a quantitative threshold do not apply to immaterial items.
BC82. On the basis of private company stakeholder feedback and an analysis
of the Private Company Decision-Making Framework, the Board affirmed the
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requirement for entities other than public business entities to provide the same
income taxes paid disclosures as public business entities.
Other Disclosures
BC83. This Update includes the following amendments that were previously
exposed for comment in the 2019 revised proposed Update:
a. Replace the term public entity with the term public business entity
b. Eliminate the requirements for all entities to (1) disclose the nature and
estimate of the range of the reasonably possible change in the
unrecognized tax benefits balance in the next 12 months or (2) make a
statement that an estimate of the range cannot be made
c. Remove the requirement to disclose the cumulative amount of each type
of temporary difference when a deferred tax liability is not recognized
because of the exceptions to comprehensive recognition of deferred
taxes related to subsidiaries and corporate joint ventures
d. Add the requirement for all entities to disclose income (or loss) from
continuing operations before income tax expense (or benefit)
disaggregated between domestic and foreign
e. Add the requirement for all entities to disclose income tax expense (or
benefit) from continuing operations disaggregated by federal (national),
state, and foreign.
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entity with public business entity, noting that the change in scope would
improve consistency in the Codification and would not create a significant
change in practice.
BC87. On the basis of previous research performed and comment letter
feedback, the Board decided to replace the term public entity in Topic 740 with
the term public business entity as defined in the Master Glossary.
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BC91. On the basis of comment letter feedback, the Board decided to remove
the disclosure in paragraph 740-10-50-15(d) about the changes in
unrecognized tax benefits. In addition, the Board acknowledged that
stakeholders should continue to consider whether disclosures should be
provided in accordance with Topic 275, consistent with the broad scope of that
guidance.
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because users could infer that the tax consequences of a large temporary
difference also would be significant, which likely would not be the case.
Additionally, stakeholders indicated that the disclosure is costly to prepare.
BC95. The Board acknowledged that an entity may still assert indefinite
reinvestment of foreign earnings so that it is not required to record a liability for
the tax consequences of those earnings. However, the Board agreed with
stakeholders that the tax consequences of that assertion will not be significant
in many cases. The Board decided that the limited benefit of the disclosure
requirement in paragraph 740-30-50-2(b) does not justify the expected costs
and therefore removed the existing disclosure from that paragraph.
BC96. All comment letter respondents to the 2023 proposed Update and the
2019 revised proposed Update supported removing the requirement to
disclose the cumulative amount of each type of temporary difference when a
deferred tax liability is not recognized because of the exceptions to
comprehensive recognition of deferred taxes related to subsidiaries and
corporate joint ventures. Those respondents noted that the disclosure is costly
to prepare and significantly less relevant after considering the effects of the
Tax Cuts and Jobs Act, which generally allows entities to repatriate earnings
from foreign subsidiaries without incurring U.S. federal income taxes.
BC97. Some comment letter respondents requested that the Board also
remove the disclosures in paragraph 740-30-50-2(c) through (d). The Board
considered but decided not to address that request, noting that it is broader
than the established scope of the income tax disclosures project and may delay
the benefits to investors from the issuance of the amendments in this Update.
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BC99. Most respondents to the 2019 revised proposed Update supported the
proposed amendment that would require the disaggregation of income (or loss)
from continuing operations before income tax expense between domestic and
foreign, indicating that it would provide decision-useful information to investors.
One respondent noted that the disclosure would not bring any additional value
for non-U.S.-domiciled multinational entities.
BC100. Most respondents to the 2019 revised proposed Update supported the
proposed amendment that would require the disaggregation of income tax
expense (or benefit) from continuing operations by federal (national), state, and
foreign, noting that it would be operable and result in decision-useful
information for investors. Two respondents did not support the disaggregation
of income tax expense (or benefit) from continuing operations by federal
(national), state, and foreign, indicating that decision-useful information would
not be provided by requiring entities to disaggregate income tax expense (or
benefit) from continuing operations at such a granular level.
BC101. Respondents to the 2023 proposed Update that commented on those
disclosures generally expressed their support, noting that the disclosures
would provide decision-useful information to investors.
BC102. Several respondents to the 2019 revised proposed Update that
generally supported the disaggregation of income tax expense (or benefit) from
continuing operations by federal (national), state, and foreign also suggested
that the Board consider further aligning the disclosure to SEC Regulation S-X
by adding the “5 percent rule,” which excludes foreign or other income taxes
that are less than 5 percent of the total tax expense from separate disclosure.
The Board considered but decided not to add the “5 percent rule” because (a)
materiality guidance in paragraph 105-10-05-6 indicates that the provisions of
the Codification need not be applied to immaterial items and (b) whether an
entity is applying the materiality guidance in the Codification or the 5 percent
threshold in existing SEC guidance, a similar outcome may be reached.
BC103. One respondent to the 2023 proposed Update (and several
respondents to the 2016 proposed Update) suggested that the Board clarify
whether the disclosure to disaggregate income (or loss) from continuing
operations before income tax expense should be presented before or after
intercompany eliminations. The 2019 revised proposed Update specified that
such information should be provided before intra-entity eliminations. However,
comment letter feedback on the 2019 revised proposed Update strongly
indicated that disclosing disaggregated pretax income (or loss) before intra-
entity eliminations would require costly systems modifications. Additionally,
respondents to the 2019 revised proposed Update indicated that the expected
benefits (that is, the resulting correlation between pretax income and the
related income tax expense by foreign and domestic components) may not be
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as significant as previously thought. Respondents explained that the
correlation is less useful following the enactment of the Tax Cuts and Jobs Act
and, specifically, the provisions under the GILTI regime requiring that entities
be subject to U.S. income taxes on earnings that would be reported as non-
U.S. pretax income. Additionally, the Board received feedback that the
correlation between foreign and domestic pretax income (or loss) and the
related income tax expense (or benefit) also could be affected by certain
intercompany activities such as dividends and intercompany sales of foreign
subsidiaries. On the basis of stakeholder feedback and the likely cost-benefit
of providing the disclosure before intra-entity eliminations, the Board did not
specify whether the disclosure of pretax income (or loss) from continuing
operations should be presented before or after intercompany eliminations.
BC104. Several respondents to the 2019 revised proposed Update and the
2023 proposed Update suggested that the Board clarify how disaggregation by
state in the disclosure of income tax expense (or benefit) from continuing
operations by federal (national), state, and foreign would apply to non-U.S.
jurisdictions, noting that many countries do not have an equivalent jurisdictional
level. The Board clarified that an entity that is not domiciled in the United States
should apply this requirement by disclosing the state income tax expense (or
benefit) by state, local, or similar territories within the country of domicile.
BC105. On the basis of stakeholder feedback, the Board decided to require
that entities disclose income (or loss) from continuing operations before
income tax expense (or benefit) disaggregated between domestic and foreign
and income tax expense (or benefit) from continuing operations disaggregated
by federal (national), state, and foreign.
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expense and income tax expense (or benefit) are already being done in
connection with the preparation of annual financial statements.
BC108. Two respondents to the 2019 revised proposed Update did not support
the disaggregation of income (or loss) from continuing operations before
income tax expense for private companies primarily because it would not offer
decision-useful information to private company investors and it does not appear
to align with areas that private company investors focus on, such as income
taxes paid and compliance with taxing authorities.
BC109. Two respondents to the 2019 revised proposed Update did not support
the disaggregation of income tax expense (or benefit) from continuing
operations for private companies because some private companies lack the
resources to provide the disclosure in a timely manner. Additionally, those
respondents commented that tax provisions reflected in financial statements
are primarily estimates and to disclose income tax expense (benefit) by state
that is more precise than an estimate, an entity would need to gather its state
apportionment data and prepare its tax returns much earlier than the entity
presently does.
BC110. At the June 2023 PCC meeting and in outreach meetings, user PCC
members indicated that the disaggregated disclosure of income (or loss) from
continuing operations before income tax expense would provide a better
perspective on where cash flows are coming from and would allow a user to
understand the degree of foreign income to domestic income, which would not
otherwise be available unless requested from (and obtained from)
management. A user PCC member noted that not all users have the same level
of access to management; therefore, this information is important to disclose.
User PCC members also stated that the disaggregation of income tax expense
(or benefit) would provide insight into the breakdown of income tax expense
and whether there are unusual fluctuations in federal, state, and foreign that
may require further clarification for proper analysis. Another user PCC member
indicated that the disaggregation of income (or loss) from continuing
operations before income tax expense, income tax expense (or benefit) from
continuing operations, and income taxes paid would help in analyzing the
correlation between those amounts.
BC111. During 2023 PCC meetings, a preparer PCC member indicated that
the information that would be required to be disclosed is not difficult to obtain
because it is part of the tax provision, whereas a practitioner PCC member
expressed concern that some small and medium-sized private companies may
not have the systems in place to appropriately determine the disaggregation of
income (or loss) from continuing operations before income tax expense by
domestic and foreign. Another practitioner PCC member expressed concern
that the disaggregated disclosure of income tax expense (or benefit) could be
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misinterpreted by private company financial statement users as being more
precise than an estimate. A user PCC member stated that he would expect
most users to understand that the disclosed information represents an estimate
because the disclosed amounts are derived from an estimate.
BC112. Acknowledging that the disaggregated disclosure of income tax
expense (or benefit) will be a new requirement for entities other than public
business entities and the feedback received from private company
stakeholders, the Board observed that when an entity that has domestic and
foreign operations is preparing its income tax provision, it determines the
income that is attributable to those domestic and foreign operations and then
uses that income determination in estimating its federal, state, and foreign
income tax expense (or benefit). The information provided in the disaggregated
disclosures of pretax income (or loss) and of income tax expense (or benefit)
would be expected to be estimates because those disclosures are highlighting
the information that is used in the computation of the income tax provision.
BC113. The Private Company Decision-Making Framework states that when
disclosures are being considered for private companies, the Board should first
determine whether the disclosure provides relevant information to the most
common types of users of private company financial statements and, if so,
whether the information can be provided at a reasonable cost. The Board noted
that user PCC members expressed support for the disaggregated disclosures.
From a cost perspective, the Board noted that feedback was mixed; however,
stakeholders did not indicate that the costs to provide that information would
be unreasonable. As such, the Board concluded that the information could be
provided at a reasonable cost.
BC114. On the basis of private company stakeholder feedback and an analysis
of the Private Company Decision-Making Framework, the Board decided to
require that entities other than public business entities provide the same
disaggregated disclosures on income (or loss) from continuing operations
before income tax and income tax expense from continuing operations (or
benefit) as do public business entities.
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adoption for annual financial statements that have not yet been issued or made
available for issuance.
BC116. To improve comparability and consistency of income tax information
disclosed, the Board proposed that the amendments in the proposed Update
should be applied retrospectively. The Board observed that because the
information that would be required under the proposed amendments should be
readily available or could be acquired through existing processes or systems,
retrospective transition would not be expected to result in significant cost or
complexity. However, the Board acknowledged that entities may incur
additional costs or need additional time to collect and compile the information
needed to comply with certain proposed amendments.
BC117. Some respondents supported the proposed retrospective transition
method, noting that it would be operable because of the availability of historical
information and because it would provide comparable and decision-useful
information. Other respondents expressed concerns about the cost and
complexity in applying the amendments in the proposed Update retrospectively
and asserted that the information resulting from retrospective transition would
not provide decision-useful information. Several respondents recommended
that the Board allow either prospective or retrospective transition. During
investor outreach, many investors supported a prospective transition method if
that method would result in gaining access to the enhanced disclosures sooner
through an earlier effective date. In other words, investors generally indicated
that they would prioritize an earlier effective date over a retrospective transition
method.
BC118. Board members noted that requiring a prospective transition method
(with a retrospective option permitted) and an earlier effective date compared
with requiring a retrospective transition and a longer effective date will provide
investors with the decision-useful information sooner and most appropriately
achieves the Board’s objective in this project. Additionally, the Board noted that
the retrospective option, which should be applied to all amendments in this
Update, provides entities that have ready access to comparative data with the
ability to adopt retrospectively.
BC119. Some respondents stated that the amendments in the proposed
Update should not require a significant amount of time to implement because
the changes are straightforward and public business entities likely have the
information available; therefore, they suggested an effective date of one year
(or at least one year) after the issuance of the final Update. Other respondents
suggested a range of two to five years for public business entities to implement
the amendments to provide adequate time to update systems, procedures, and
internal controls, as well as gather necessary data.
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BC120. The Board noted that the amendments generally are an expansion of
the existing disclosures and that public business entities generally have the
information available to prepare those expanded disclosures. The Board
concluded that the effective date (combined with the prospective transition
method) will provide public business entities with the necessary time to review
and gather the information and update systems and internal controls, while
balancing the needs of investors to receive the information in a timely manner.
BC121. Some respondents provided feedback on whether entities other than
public business entities would need more time than public business entities to
implement the amendments in this Update. Almost all of those respondents
and feedback from PCC members indicated that entities other than public
business entities should have one to two additional years for implementation.
Considering stakeholder feedback and the Private Company Decision-Making
Framework, which states that because of private companies’ resource
limitations and the learning cycle, generally amendments should be effective
for private companies one year after the first annual period for which public
business entities are required to adopt, the Board decided to provide entities
other than public business entities with an additional year to implement the
amendments.
BC122. Almost all respondents that provided feedback on whether early
adoption should be permitted indicated that it should be permitted. With its
decision to allow entities to early adopt the amendments in this Update, the
Board clarified that an entity that elects to early adopt the amendments should
do so for annual financial statements that have not yet been issued or made
available for issuance. The Board noted that it would not be operational to early
adopt the rate reconciliation amendments on an interim basis because the
details to provide a full rate reconciliation disclosure on an interim basis would
not be available.
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Amendments to the GAAP Taxonomy
The amendments to the FASB Accounting Standards Codification® in this
Accounting Standards Update require improvements to the GAAP Financial
Reporting Taxonomy and SEC Reporting Taxonomy (collectively referred to as
the “GAAP Taxonomy”). Those improvements, which will be incorporated into
the proposed 2024 GAAP Taxonomy, are available through GAAP Taxonomy
Improvements provided at www.fasb.org, and finalized as part of the annual
release process.
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