Accounting, Tax & RUS Update Web Conference January 26, 2010 - - PDF document

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Accounting, Tax & RUS Update Web Conference January 26, 2010 - - PDF document

Accounting, Tax & RUS Update Web Conference January 26, 2010 Were Here to Help! For technical support: Send an email to nreca_assist@commpartners.com OR If you are listening to the program over the phone, please press *0. How to


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SLIDE 1

Accounting, Tax & RUS Update Web Conference

January 26, 2010

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SLIDE 2

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Moderator and Presenters

6

Russ Wasson Executive Director Tax, Finance and Accounting Policy, NRECA Diana C. Alger, Chief Technical Accounting & Auditing Staff, Rural Utilities Service (RUS) Vince L. Rodriguez Senior Program Planning Advisor, NRECA

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SLIDE 3

General Topic Areas

Accounting updates RUS updates Tax issues

7

Polling Question

What is your main job role at your cooperative? –CEO –CFO –Accountant –Other

8

Recent FASB/IASB/AICPA/RUS Projects

FIN 48 Uncertain Tax Positions FASB/IASB Project on Postretirement Benefit Obligations Including Pensions (Phase 2) FASB/IASB Project on Leases FASB/IASB Project on Financial Instruments with Characteristics of Equity FASB/IASB Project on Emission Trading Schemes FASB Project on Disclosure of Certain Loss Contingencies FASB/IASB Project on Financial Statement Presentation IASB Project on Rate Regulated Activities IASB Project on SMEs Accounting for R&S plan contributions

9

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SLIDE 4

FIN 48 Uncertain Tax Positions

Every rural electric cooperative will have implemented FIN 48 (if they had not already done so) for the 2009 financial statement audit. For tax-exempt rural electrics, the challenge is looking at their 85-15 test and determining if they have any uncertain tax positions. An example might be CIAC received from nonmembers but historically counted as member income.

10

FIN 48 Uncertain Tax Positions

If reversing this position causes a change in the

  • utcome of the 85-15 test for 2009, that is, then

cooperative is deemed to be taxable for financial reporting purposes (but not for income tax purposes), then the financial statements have to be recast and the cooperative would have to implement SFAS 109 Accounting for Income Taxes.

11

Polling Question

Have you implemented FIN 48? –Yes –No

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SLIDE 5

Postretirement Benefit Obligations Including Pensions

This new project on measurement, known as “Phase 2” is expected to last for several years. While the ED on Postretirement Benefits and Pensions does not affect the NRECA multi- employer plan, it is quite possible that developments with respect to measurement in the Phase 2 project may have an impact.

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The FASB will take the lead in addressing the following issues:

– How the reporting of an employer’s obligations associated with participation in a multiemployer plan might be improved. The Board expressed tentative support for the staff’s recommendation that phase 2 initially focus on improving disclosures in the notes to financial statements, pending the staff’s additional analysis of reasons for that recommendation (that is, the staff’s rationale for initially focusing on disclosure rather than recognition and measurement of plan obligations).

14

Postretirement Benefit Obligations Including Pensions

If we end up with footnote disclosure only, that would be ideal since that is basically what we have now. However, the observation that all changes would move directly through earnings could be problematic if the FASB intends that the fair value of changes in plan assets and liabilities be divided up among the plan participants in some manner.

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Postretirement Benefit Obligations Including Pensions

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SLIDE 6

IASB Discussion Paper on Employee Benefits and amending IAS 19 The FASB is waiting to see the outcome of the IASB on this project before proceeding. IAS 19 requires an entity to account for its proportionate share of the defined benefit

  • bligation, plan assets, and costs associated

with the plan in the same way as for a single- employer defined benefit plan.

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Postretirement Benefit Obligations Including Pensions

However, IAS 19 provides an exemption from defined benefit accounting when sufficient information is not available. In that case, the entity applies defined contribution accounting and discloses that fact. This means that the entity may not recognize its share of some plan liabilities in its financial statements.

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Postretirement Benefit Obligations Including Pensions

Polling Question

Do you have operating leases? –Yes –No

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SLIDE 7

FASB/IASB Project on Leases

On March 19, 2009, the FASB and the IASB published a discussion paper: Leases, Preliminary Views. The comment deadline was July 17, 2009 If adopted as proposed, accounting by rural electric cooperatives for leases which are now classified as

  • perating leases would change.

The principle underlying lease accounting would now be:

– Lease contracts create assets and liabilities that should be recognized in the financial statements of lessees.

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If this principle is adopted in a new standard on lease accounting, it would result in the lessee recognizing: –an asset for its right to use the leased item (the right-of-use asset) –a liability for its obligation to pay rentals. The FASB and IASB think that ensuring that all leases are depicted on the statement of financial position would significantly increase the transparency and the comparability of lease accounting.

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FASB/IASB Project on Leases

The asset and liability would be recorded at fair value. The FASB and IASB noted that in most leases the present value of the lease payments discounted using the lessee’s incremental borrowing rate would be a reasonable approximation to fair value. The FASB and IASB tentatively decided that the lessee should initially measure its right-of-use asset at

  • cost. Cost equals the present value of the lease

payments discounted using the lessee’s incremental borrowing rate.

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FASB/IASB Project on Leases

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SLIDE 8

Rural electric cooperatives low incremental borrowing rates will result in a larger asset and liability at initial recognition than a comparable investor owned utility. The FASB and IASB are expected to issue an Exposure Draft in the first half of 2010 with a final standard in 2011.

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FASB/IASB Project on Leases

Financial Statements with Characteristics of Equity This project started in August 1990. Made much more complex as a result of financial innovation. The FASB and IASB decided that a perpetual instrument should be classified as equity. A perpetual instrument is defined as one that lacks a settlement requirement and entitles the holder to a portion of the net assets of the entity in liquidation. Instruments that are redeemable at the option of the issuer meet that definition because, although the issuer may choose to settle the instrument, it cannot be required to do so.

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The FASB and IASB also decided that puttable and mandatorily redeemable instruments should be classified as one of the following two types, which should be considered differently in determining classification:

– An instrument that is puttable or mandatorily redeemable upon death or retirement of the holder would be classified as equity. The term retirement is used broadly to include events such as termination, resignation, or ceasing to be a member in a cooperative

  • r partnership.

– An instrument that is puttable at the option of the holder or mandatorily redeemable if specified dates or events other than death or retirement occur would generally be classified as liabilities.

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Financial Statements with Characteristics of Equity

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SLIDE 9
  • The Board discussed and expressed support for a set of draft principles that

could be used to distinguish between equity and liabilities and a related set

  • f decision rules to operationalize those principles.
  • The decision rules are as follows:

– An entity must classify as equity retained earnings and capital contributed without the contributor receiving a claim against the entity in exchange, even if that entity has issued no equity instruments. – An issuer must classify an instrument as a liability if the instrument has a fixed settlement date or must be settled on the occurrence of an event that is certain to

  • ccur, excluding those instruments described in items 3(a) and 3(b) below.

– An issuer must classify the following other instruments as equity:

  • Instruments that the issuer cannot be required to settle before winding up its
  • perations and distributing all of its assets (regardless of the amount of the claim).
  • Instruments that the holder is required to own to do business with or otherwise

actively engage in activities of the issuer and that are redeemable only if the holder dies, retires, resigns, or otherwise ceases to actively engage in the activities of the issuer. (This includes holdings, the amounts of which vary based on the volume of business transacted by the holder.) 25

Financial Statements with Characteristics of Equity

This issue is critical to rural electric cooperatives and we have been working closely with the FASB and the IASB during this process to ensure that what we classify as equity today will still be considered equity in the future. The FASB and IASB are expected to issue an Exposure Draft in the first half of 2010 with a final standard in 2011.

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Financial Statements with Characteristics of Equity

Emission Trading Schemes

The FASB did not reach any conclusions on the accounting questions related to initial recognition and measurement of tradable offsets that are issued to an entity free of charge in a cap and trade emissions trading scheme. The FASB noted that the accounting for assets and liabilities in an emissions trading scheme involves issues that are also being discussed in the joint conceptual framework project and the IASB project to amend International Accounting Standard (IAS) 37, Provisions, Contingent Liabilities and Contingent

  • Assets. The Board directed the staff to conduct additional

research to ensure that conclusions the Board may reach on this project are consistent with conclusions reached on those

  • ther two projects.

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SLIDE 10

Currently, the FASB anticipates issuing an exposure draft in the first half of 2010. The impact of a cap and trade program on rural electric cooperatives is expected to be material. Key questions will be: –are the attributes intangible assets or may they be inventory? –should they be fair valued, and how?

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Emission Trading Schemes Polling Question

Are you are involved in significant litigation? –Yes –No

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FASB Project on Disclosure of Certain Loss Contingencies The FASB issued an Exposure Draft, Disclosure of Certain Loss Contingencies, on June 5, 2008. The comment period ended on August 8, 2008. NRECA filed a comment letter with the FASB,

  • bjecting to certain of the Exposure Draft’s

recommendations. On September 24, 2008, the FASB decided on a plan for redeliberations of its Exposure Draft, Disclosure of Certain Loss Contingencies. The FASB directed the staff to prepare an alternative model that will attempt to address the concerns that certain constituents raised about the Exposure Draft. This alternative model will be field tested along with the model in the Exposure Draft.

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SLIDE 11

At the August 19, 2009 meeting, the FASB began redeliberations of disclosure requirements for certain loss contingencies. The FASB decided to initially focus its deliberations on loss contingencies associated with litigation and to consider other types of loss contingencies at a future meeting. The FASB decided on the following disclosure

  • bjective:

An entity shall disclose qualitative and quantitative information about the loss contingency to enable a financial statement user to understand the nature of the contingency and its potential timing and magnitude.

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FASB Project on Disclosure of Certain Loss Contingencies The Board decided on the following broad principles for disclosures about loss contingencies:

– Disclosures about litigation contingencies should focus on the contentions of the parties, rather than predictions about the future outcome. – Disclosures about a contingency should be more robust as the likelihood and magnitude of loss increase and as the contingency progresses toward resolution. – Disclosures should provide a summary of information that is publicly available about a case and indicate where users can

  • btain more information.

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FASB Project on Disclosure of Certain Loss Contingencies

The Board decided that entities should not consider the possibility of recoveries from insurance or indemnification arrangements when assessing whether a contingency should be disclosed. Regarding quantitative disclosure requirements, the Board directed the staff to develop an approach that would focus on disclosure of nonprivileged quantitative information that would be relevant to making an estimate of the potential loss, for consideration by the Board at a future meeting. The Board decided not to require entities to disclose information about settlement negotiations. The Board decided to require disclosure about possible recoveries from insurance and other sources if and to the extent that the information has been provided to the plaintiff in discovery. The Board discussed the effective date of any final guidance on this project and decided not to rule out the possibility that it could be effective for fiscal years ending after December 15, 2009.

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FASB Project on Disclosure of Certain Loss Contingencies

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SLIDE 12

Potential Impacts on Rural Electric Cooperatives: – Possible disclosure of lawsuit data prior to the time it would have been recognized under SFAS 5. – Possible disclosure of environmental regulatory or litigation actions (pending or threatened). – Possible disclosure of risks associated with the regional transmission organization markets. – Possible disclosure of risks associated with OTC transactions. – Expect the audit legal letter to take more time.

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FASB Project on Disclosure of Certain Loss Contingencies FASB/IASB Project on Financial Statement Presentation

On October 16, 2008, the FASB and IASB published for public comment a discussion paper, Preliminary Views on Financial Statement Presentation. The FASB discussion paper and the IASB discussion paper are the same except for differences in style/format. The comment period ended on April 14, 2009.

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The proposal would require the use of the direct method cash flow statement. This change, if adopted, could have a significant impact on rural electric cooperatives from the conversion of existing software to provide the essential data. A benefit may be more timely and accurate information on cash flows. Another impact could be the need to revise cooperative financial models to accommodate the new format.

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FASB/IASB Project on Financial Statement Presentation

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SLIDE 13

The single statement of comprehensive income would still include a subtotal for net income or profit or loss and a separate section for other comprehensive income. The proposed format would not change existing requirements that ‘recycle’ items in specified circumstances from other comprehensive income to net income or profit or loss. This may increase the volatility in rural electric cooperatives reported earnings, particularly from transactions subject to SFAS 133 and SFAS 158.

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FASB/IASB Project on Financial Statement Presentation

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Statement of Financial Position Statement of Comprehensive Income Statement of Cash Flows Business

  • Operating assets and

liabilities

  • Investing assets and

liabilities Financing

  • Financing assets
  • Financing liabilities

Income taxes Discontinued operations Business

  • Operating income and

expenses

  • Investment income and

expenses Financing Financing income

  • Financing liability expenses

Income taxes on continuing

  • perations business and

financing Discontinued operations net of tax Other comprehensive income net of tax Business

  • Operating cash flows
  • Investing cash flows

Financing

  • Financing asset cash flows
  • Financing liability cash flows

Income taxes Discontinued operations Equity Equity

FASB/IASB Project on Financial Statement Presentation

Polling Question

Do you have regulatory assets or liabilities under SFAS 71? –Yes –No

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SLIDE 14

IASB Project on Rate Regulated Activities

In December 2008, the IASB added a project on rate- regulated activities to its agenda. The project objective is to develop a standard on rate regulated activities that clarifies whether regulated entities could or should recognize an asset or a liability as a result of rate regulation. The project is not included in the Memorandum of Understanding 2006 – 2008 (MoU) on a Roadmap for Convergence between IFRS and US GAAP

40

On July 23, 2009, the IASB issued an Exposure Draft with a comment deadline of November 20, 2009. NRECA filed a comment letter on November 11, 2009. The Exposure Draft specifically addresses rate- regulated activities that meet the following two criteria: (a) an authorized body is empowered to establish rates that bind customers. (b) the price established by regulation (the rate) is designed to recover the specific costs the entity incurs in providing the regulated goods or services and to earn a specified return (cost-of-service regulation).

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IASB Project on Rate Regulated Activities

On initial recognition and at the end of each subsequent reporting period, an entity shall measure a regulatory asset or regulatory liability at its expected present value. An entity shall reflect the following elements in the measurement of the expected present value of a regulatory asset or a regulatory liability:

– (a) an estimate of the future cash flows that will arise in a range of possible outcomes. – (b) an estimate of the probability of each outcome occurring. – (c) the time value of money, represented by the current market risk-free rate of interest. – (d) the price for bearing the uncertainty inherent in the regulatory asset or regulatory liability.

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IASB Project on Rate Regulated Activities

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SLIDE 15

The IASB received 145 comment letters, many from electric utilities in the US supporting the proposed accounting (for the most part) of the Exposure Draft. The most frequent criticism was the valuation of regulatory assets and liabilities. The major accounting firms and non-US entities did not agree that a separate standard was necessary, arguing that the concept of a regulatory asset or liability was already permissible under the IASB Conceptual Framework.

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IASB Project on Rate Regulated Activities

IFRS Small and Medium Size Entities (SME)

On July 9, 2009, the International Accounting Standards IASB(IASB) published a new standard compiling a new International Financial Reporting Standard (IFRS) for Small and Medium Size Entities (SME). Currently, private companies in the United States can prepare their financial statements in accordance with U.S. GAAP as promulgated by the Financial Accounting Standards ("FASB"); an other comprehensive basis of accounting ("OCBOA"), such as cash- or tax-basis; or full IFRS, among others. Now, with the issuance of IFRS for SMEs, U.S. private companies have an additional option.

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In May 2008, the AICPA’s Governing Council recognized the IASB as an accounting body. The amendment to Appendix A of AICPA rules 202 and 203 give AICPA members the option to use IFRS as an alternative to US GAAP.

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IFRS Small and Medium Size Entities (SME)

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SLIDE 16

SME: Small and medium-sized entities are entities that: –(a) do not have public accountability, and –(b) publish general purpose financial statements for external users. Examples of external users include owners who are not involved in managing the business, existing and potential creditors, and credit rating agencies.

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IFRS Small and Medium Size Entities (SME)

An entity has public accountability if: – (a) its debt or equity instruments are traded in a public market or it is in the process of issuing such instruments for trading in a public market (a domestic or foreign stock exchange or an over-the- counter market, including local and regional markets), or – (b) It holds assets in a fiduciary capacity for a broad group of outsiders as one of its primary businesses. This is typically the case for banks, credit unions, insurance companies, securities brokers/dealers, mutual funds and investment banks.

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IFRS Small and Medium Size Entities (SME)

Some entities may also hold assets in a fiduciary capacity for a broad group of outsiders because they hold and manage financial resources entrusted to them by clients, customers or members not involved in the management of the entity. However, if they do so for reasons incidental to a primary business (as, for example, may be the case for travel or real estate agents, schools, charitable

  • rganizations, Cooperative enterprises requiring a

nominal membership deposit, and sellers that receive payment in advance of delivery of the goods or services such as utility companies), that does not make them publicly accountable.

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IFRS Small and Medium Size Entities (SME)

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SLIDE 17

In May 2008, the AICPA governing Council voted to recognize the IASB as an accounting body for purposes of establishing international financial accounting and reporting principles. This amendment to Appendix A of AICPA Rules 202 and 203 gives AICPA members the option to use IFRS as an alternative to U.S. GAAP. As such, a key professional barrier to using IFRS and therefore IFRS for SMEs has been removed. CPAs may need to check with their state boards of accountancy to determine the status of reporting on financial statements prepared in accordance with IFRS for SMEs within their individual state. Any remaining barriers may come in the form of unwillingness by a private company’s financial statement users to accept financial statements prepared under IFRS for SMEs, and a private company’s expenditure of money, time and effort to convert to IFRS for SMEs.

49

IFRS Small and Medium Size Entities (SME)

IFRS SME Differences with US GAAP

  • IFRS for SMEs is an approximately 230 page, significantly reduced and

simplified version of full IFRS. In creating IFRS for SMEs, the IASB eliminated many accounting topics that are not generally relevant to private companies (for example, earnings per share and segment reporting). Being based on full IFRS and missing many accounting topics, IFRS for SMEs therefore differs from U.S. GAAP in a variety of areas. Some of the key differences under IFRS for SMEs are:

  • Disclosures are simplified in a number of areas including pensions, leases

and financial instruments.

  • LIFO is prohibited.
  • Goodwill and indefinite life intangible assets are amortized over a period

not exceeding ten years.

  • Depreciation is based on a components approach.
  • A simplified temporary difference approach to income tax accounting.
  • Reversal of impairment charges, if certain criteria are met, is allowed.
  • Accounting for financial assets and liabilities makes greater use of cost.
  • Note that current plans would have the SME standard updated every three

years for changes in IFRS.

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Polling Question

Did you adopt a deferred revenue plan for the 2010 R&S plan contributions? –Yes –No

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SLIDE 18

Accounting for R&S Plan Contributions

With regard to the 2010 base contribution there are three options:

– Do nothing and record pension expense when the contribution is paid in 2010. – Prepay the contribution in 2009. In this case you would record a prepaid asset in 2009 upon payment and you would amortize the prepaid asset to pension expense over 12 months beginning in January 2010. – Defer revenue from 2009 until 2010 (or later years as well). Create a deferred credit under SFAS 71 and recognize the deferred revenue in 2010 or later years to offset some or all

  • f the 35% increase in the pension expense in those years.

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Note that the only year for revenue deferral is 2009. RUS will not approve a revenue deferral plan which uses revenue from a subsequent year. RUS requires the following in order to approve a revenue deferral plan:

– A detailed description of the plan and the specific accounting journal

  • entries. For a one-time economic event, the description must include

the event that gave rise to the deferral, the amount of the deferral, and the timeframe over which the deferral will be amortized into income.

53

Accounting for R&S Plan Contributions

– The journal entries required include:

  • an entry recording the deferred revenue;
  • an entry recording the subsequent amortization of the deferred revenue; and
  • an entry segregating the cash equivalent of all revenues deferred in a special

fund.

– A resolution from the cooperative's board of directors stating that the cooperative is aware of the potential impact on its tax exempt and "cooperative" statuses and that it will accept the responsibility for implementation of the plan; – A resolution from the cooperative’s board of directors stating that the cash equivalent of all revenues deferred will be segregated in a special fund until such time as a like amount is subsequently amortized into revenue; and – Approval from the state regulatory commission in those states in which a commission has jurisdiction over the cooperative’s rate-making activities.

You may not defer so much revenue that you fail to meet TIER in 2009.

54

Accounting for R&S Plan Contributions

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SLIDE 19

Additional items:

– The amount to be deferred each year is limited to the 35% increase in the base contribution – You may defer revenue to future years beyond 2010 – You may defer revenue from any source – operating or nonoperating, but when you reverse the entry in subsequent years, it must be put back in the same accounts. – Instead of segregating the cash on your balance sheet with an accounting entry, you may deposit the revenue to be deferred in the cushion of credit account. In this case as long as the balance in your cushion of credit account exceeds the amount of revenue deferred from 2009, you will be deemed to have complied with the cash equivalent requirement.

55

Accounting for R&S Plan Contributions

Accounting for R&S Plan DRC Contribution

RUS has indicated that they will give NRECA a letter which will be a blanket approval of a SFAS 71 deferral for the pension expense involving any DRC contributions that may be required. (NRECA will know by March 2010) You will not have to request RUS approval for the DRC deferral, but you will need to maintain the same documentation which is required for the revenue deferral plans

– Board resolution – Auditor approval – PSC approval if required

56

RUS has indicated that the proper amortization period is the average remaining service life of the R&S plan as a whole.

– That is, each cooperative will have the same amortization period. – The average remaining service life changes but it is currently about 14 years.

Note that the deferral of the pension expense under SFAS 71 does not change the cash funding requirement.

57

Accounting for R&S Plan DRC Contribution

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Core Form 990 Disclosures about Preparation of Financial Statements

Were the cooperative’s financial statements:

– Compiled or reviewed by independent accountant? – Audited by independent accountant?

If “Yes,” then did the audit committee of the Board:

– Oversee audit, review, compilation? – Select independent accountant?

Also, did the cooperative have an uncertain tax position under FIN 48?

99

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SLIDE 34

Unreasonable Failure to Include Information If there is an “Unreasonable” failure by the cooperative to include required information or

  • therwise show correct information, then the

cooperative may have to pay a penalty:

– $20 Per Day so long as the failure continues, not to exceed the smaller of $10,000 or 5% of gross receipts – If the cooperative’s gross receipts exceed $1,000,000, then the penalty becomes $100 per day so long as the failure continues, not to exceed $50,000

100

Congressional Intent

– Provide Information “Timely and Completely” – Provide Information to Enforce Tax Laws

Incomplete Return

– Service’s Ability to Perform Duties “Seriously Hindered” – Public’s Right to Obtain Information “Impaired”

Unreasonable Failure to Include Information

101

“Use of a Paid Preparer Does Not Relieve the Organization of its Responsibility to File a Complete and Accurate Return” The IRS will send a letter indicating the time period by which the cooperative must furnish the correct information or face a penalty for failure to comply Unreasonable Failure to Include Information

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Willful Failure to Supply Information

“Willful” Failure to Supply Information

– “In Addition to Other Penalties Provided by Law” – Guilty of Misdemeanor

Upon Conviction

– Fined Not More than $100,000, – Imprisoned Not More than 1 Year, and/or – Assessed Costs of Prosecution

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Public Availability of Form 990

IRS Form 990

– Available for Public Inspection – Provide Copy upon Request

Penalties

– Unreasonable Failure to Comply – Willfully Furnishing to Public Known Fraudulent or False Material Information (and Prison)

Internet

– Guidestar.org – Foundationcenter.org

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Form 1120 -POL

Under federal election law, a corporation, including an electric cooperative, may not contribute to federal candidates or to a federal political action committee. In some states, however, an electric cooperative may contribute to state or local candidates and political action committees. If an exempt electric cooperative contributes its own funds (as

  • pposed to transferring contributions from members, directors,
  • r employees) to a state or local candidate, then it seems the

cooperative is subject to the tax described in Internal Revenue Code section 527(f)1) and Treasury Regulation 1.527-6 and must file Form 1120-POL.

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Likewise, if the cooperative contributes its own funds to a state or local political action committee, and if the committee uses the funds for campaign purposes, then it seems the cooperative is subject to the tax. In both situations, and regardless of whether a political action committee files IRS Form 1120- POL, it seems the cooperative must file Form 1120-POL.

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Form 1120 -POL

Taxable income is essentially net investment income reduced by deductions for salaries, rents, and similar costs applicable to the political functions. The tax is computed on the greater of the amount of the political contribution or net investment income.

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Form 1120 -POL Contact Information

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Russ Wasson, Executive Director Tax, Finance and Accounting Policy NRECA (703) 907-5802 email: russell.wasson@nreca.coop Diana Alger, Chief Technical Accounting & Auditing Staff Rural Utilities Service (RUS) (202) 720-1905 email: Diana.Alger@wdc.usda.gov

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