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To: BDR who wrote (36179)12/7/2000 7:36:33 PM
From: BDR  Read Replies (1) | Respond to of 54805
 
A few months back there was a discussion here about Cisco's accounting for acquisitions and the effect that different methods would have on earnings. The issue was "goodwill" which includes intangible assets, a concept that has also been discussed here. FASB was talking about eliminating the pooling of interests method that was favorable to acquisitive companies like Cisco but has changed direction.

FASB backs down on pooling
globalarchive.ft.com

FT.com site; Dec 6, 2000
BY ADRIAN MICHAELS AND PETER THAL LARSEN IN NEW YORK

US regulators on Wednesday announced changed plans for merger and acquisition
accounting which are likely to end Wall Street fears that the new rules could be a
deterrent to deals.

The Financial Accounting Standards Board said it was still discussing scrapping the
highly-popular pooling of interests accounting method but it hoped the replacement met
Wall Street concerns.

Pooling of interests adds together the book value of merging companies for future
accounting purposes. It is popular because it takes no account of goodwill - the amount
one company pays to acquire another above the book value of its assets.

Goodwill includes intangible benefits of acquiring a company, such as its reputation. After
pooling is axed, all mergers were to have used purchase accounting, which makes
companies write off goodwill over 20 years, and can be a large drag on quarterly
earnings.

Instead, the FASB has opted for a plan that puts goodwill on the balance sheet as an
asset. Its value would be "means-tested" and restated in accounts if certain events, such
as sector upheaval, take place.

The FASB was lobbied heavily to scrap the write-down of goodwill - called amortisation -
by the largest Wall Street groups, including Morgan Stanley Dean Witter and Goldman
Sachs.

Influential companies such as Cisco Systems in the information technology sector, which
believed it had much to lose by the scrapping of pooling of interests, also formed their own
lobby group. Goodwill is often a very large factor in the agreed price of a high-tech deal.


Trevor Harris, a managing director at Morgan Stanley Dean Witter, said he was very
pleased with the proposal and that it made good sense for investors. "It will ensure that
the deals that make the most strategic sense will get done," he said.

Ed Jenkins, the chairman of FASB, stressed that the plan was only tentative. Further
details would be discussed at future meetings of the board, he said. If agreed, the new
plans could not take effect earlier than the second quarter of next year.

"Determining the appropriate accounting treatment for purchased goodwill has been the
most challenging issue in our project to improve the transparency of accounting for
business combinations," Mr Jenkins said. "Today's tentative decision...is directly
responsive to the feedback we received from many companies, auditors, investors and
others."

An agreement on accounting for goodwill did not mean yet that pooling accounting was
dead, Mr Jenkins said. Although goodwill was the largest issue that had to be resolved if
pooling was to be scrapped, other, smaller, considerations would not be taken up until
January.

FASB said it would not make any final decisions until it had addressed "all of the
substantive issues raised by constituents".

Mr Harris said he believed that a few deals had been pushed through this year in
anticipation of the accounting changes. "Some people have been looking to get in before
pooling goes away," he said.

Copyright © Financial Times group

And:

THE AMERICAS: Fresh rules planned for M&A
globalarchive.ft.com
Financial Times; Dec 7, 2000
By ADRIAN MICHAELS and PETER THAL LARSEN

US regulators yesterday announced changed plans for merger and acquisition accounting
which are likely to end Wall Street fears that the new rules could be a deterrent to deals.