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    Guide to Accountinfor the Disposal of

    Long-lived Assets

    and Discontinued

    Operations

    An Analysis of CICA Handboo

    Section 3475

    AUDIT

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    Section 1 Overview 1

    Section 2 Scope 3

    QUESTIONS

    1. Oil and Gas Properties Under the Full-Cost Method 3

    2. Debt Issuance Costs 4

    3. Equity Method Investments 4

    4. Costs Incurred in Connection With a Disposal of Long-lived Assets 4

    Section 3 Disposal by Abandoment, or Exchange or Distribution 6

    Section 4 Conditions For Classifying an Asset or Group as Held For Sale 8

    QUESTIONS

    5. Continued Use of Assets 9

    6. Backlog of Uncompleted Customer Orders 9

    7. Real Estate Property Acquired Through Foreclosure 9

    8. Notification and Transfer Restrictions 10

    9. Due Diligence Procedures 10

    10. Long-Term Supply Arrangement 10

    11. Plan to Close Manufacturing Facilities After Next Production Cycle 11

    12. Plan to Close a Store 1113. Uncertainty About Nature of Disposition (Sale or Lease) 11

    14. Commitment to Sale-leaseback Transaction 12

    15. Asset Classification in Subsidiary Statements When Parent Plans to Sell the Subsidiary 13

    16. Commitment to Remediate Environmental Contamination 13

    17. Extension of Period Required to Complete Sale 13

    18. Decline in Market Conditions 14

    19. Foreclosed Assets 15

    20. Subsequent Decision Not to Sell an Asset 15

    21. Disposal of Substantially all of the Assets 16

    Table Of Contents

    This Guide contains materials that have been reproduced from CICA Handbook Section 3475, Disposal of Long-Lived Assets and

    Discontinued Operations, and other related guidance with the permission of The Canadian Institute of Chartered Accountants.

    All information provided is of a general nature and is not intended to address the circumstances of any particular individual or entity.

    Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the

    date it is received or that it will continue to be accurate in the future. No one should act upon such information without appropriate

    professional advice after a thorough examination of the particular situation. The information contained herein is current at October 31, 2004

    and users are responsible for informing themselves of any changes in accounting standards since that date.

    KPMG and the KPMG logo are registered trademarks of KPMG International, a Swiss cooperative.

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    Section 5 Measurement of an Asset or Disposal Group Classified as Held For Sale 17

    QUESTIONS

    22. Costs to Sell 18

    23. Including Goodwill in the Carrying Amount 18

    24. Allocating Measured Impairment Loss within Asset Group 18

    25. Foreign Currency Translation Adjustment 19

    Section 6 Income Statement Reporting of Discontinued Operations 20

    QUESTIONS

    26. Assets Outside the Scope of HB 3475 21

    27. Operations to Be Disposed of Through Run-off 21

    28. Equity Method Investments 22

    29. Sales in the Normal Course of Business 22

    30. Evaluating the Materiality of a Discontinued Operation 23

    31. Relationship of Component of an Entity to an Asset Group 24

    32. Oil and Gas Properties Accounted for Under the Full Cost Method 24

    33. Corporate Overhead Allocation 25

    34. Subsequent Decision to Retain a Disposal Group 25

    35. Criteria Met After Year End 26

    36. Earnings per Share 26

    37. Investor Income Statement Presentation of Discontinued Operationsof an Equity Method Investee 27

    38. Presentation of Minority Interest When Parent Reports Subsidiary asa Discontinued Operation 27

    Section 7 Reporting Impairment Losses on Assets Held and Usedand Disposal Gains or Losses in Continuing Operations 28

    QUESTIONS

    39. Gain on Sale or Other Disposal of a Long-lived Asset 28

    Section 8 Balance Sheet Presentation and Disclosure of Composition

    of a Disposal Group Classified as Held For Sale 29

    QUESTIONS

    40. Classification of Assets and Liabilities of a Disposal Group 29

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    Section 9 Issues Related to Discontinued Operations ReportingFor Real Estate Entities 30

    QUESTIONS

    41. Build-to-Suit Property With Contract to Sell 30

    42. Property Sold Before Rental Revenues Commence 30

    43. Property Classified as Held and Used During Lease-up Period 31

    44. Property Classified as Held for Sale During Lease-up Period 31

    45. Sale of Refurbished Property 32

    46. Sale of a Majority Interest in a Previously Controlled Real Estate Entity When

    the Retained Minority Interest is Accounted for Under the Equity Method 32

    47. Sale of a Majority Interest in a Previously Controlled Real Estate Entity When the

    Retained Minority Interest Is Accounted for Under the Cost Method 33

    48. Sale of Property to an Equity Method Investee 33

    49. Sale of Property and Concurrent Management Agreement 33

    Section 10 Transition 35

    50. Run-off Operations Under HB 3475 35

    Acronyms Defined 36

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    Guide to Account ing for the Disposal of Long- l ived Assets and Discont inued Operat ions An Analysis of C ICA Handbook Sect ion 3475 1

    In December 2002, the Accounting Standards Board (the AcSB or the

    Board) of The Canadian Institute of Chartered Accountants (CICA) issued

    Handbook (HB) revised Section 3475 (HB 3475 or the Section),

    Disposal of Long-Lived Assets and Discontinued Operations, which

    addresses the recognition, measurement, presentation and disclosure of the

    disposal of long-lived assets and of discontinued operations. HB 3475

    supersedes the write-down and disposal provisions of HB 3061, Property,

    Plant and Equipment.

    HB 3475 also supersedes the accounting and reporting provisions of previousSection 3475, Discontinued Operations, for the disposal of a segment of a

    business. However, it retains the requirement in previous Section 3475 to

    report separately discontinued operations and extends that reporting to a

    component of an entitythat an entity either has disposed of (by sale,

    abandonment or in a distribution to owners) or classified as held for sale. By

    broadening the presentation of discontinued operations to include more

    disposal transactions, the CICA intended to enhance managements ability to

    provide information that helps financial statement users to assess the effects

    of a disposal transaction on the ongoing operations of an entity.

    In 2001, the AcSB decided to develop a new accounting standard on theimpairment of long-lived assets. After considering alternative approaches, it

    was decided to harmonize with U.S. Financial Accounting Standard Board

    (FASB) Statement No. 144, Accounting for the Impairment or Disposal of

    Long-Lived Assets. In addition to impairment, Statement No. 144 addresses

    accounting for the disposal of long-lived assets by sale or otherwise, as well

    as discontinued operations.

    The guidance on accounting for long-lived-assets was more complete in

    Statement No. 144 than in existing Canadian generally accepted accounting

    principles (GAAP), and the discontinued operations provisions created a

    GAAP difference where U.S. and Canadian GAAP were previously consistent.

    Consistent with its objective of facilitating access by Canadian enterprises to

    U.S. and global markets by eliminating or minimizing GAAP differences within

    North America and internationally as appropriate, the AcSB decided to include

    the disposal of long-lived assets and discontinued operations within the scope

    of the project. The new standard is based upon the provisions on accounting

    Section 1 Overview

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    2 Guide to Account ing for the Disposal of Long- l ived Assets and Discont inued Operat ions An Analysis of C ICA Handbook Sect ion 3475

    for the disposal of long-lived assets by sale or otherwise as well as

    discontinued operations provisions contained in Statement No. 144.

    Note that the provisions related to the impairment of long-lived assets are

    covered in HB 3063, Impairment of Long-Lived Assets.

    This publication identifies some of the significant issues that an entity faces as

    it implements HB 3475, and provides KPMGs perspective on the implications

    and resolution of those issues in a question-and-answer format.

    November 2004

    2005 KPMG LLP, the Canadian member firm of KPMG International, a Swiss cooperative. All rights reserved.

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    Section 2 Scope

    Guide to Account ing for the Disposal of Long- l ived Assets and Discont inued Operat ions An Analysis of C ICA Handbook Sect ion 3475 3

    The impairment recognition and measurement, presentation and disclosure

    provisions of HB 3475 related to the disposal of long-lived assets apply to

    profit-oriented entities. The presentation and disclosure provisions for

    discontinued operations apply to all entities, that is, both business enterprises

    and not-for-profit organizations. Not-for-profit organizations would account for

    the disposal of long-lived assets in accordance with HB 4430, Capital Assets

    Held by Not-for-Profit Organizations.

    With the exception of the items identified in the following paragraph, HB 3475

    applies to all recognized non-monetary long-lived assets that will be disposedof. HB 3475 applies not only to an individual long-lived asset but also to a group

    of assets to be disposed of, by sale or otherwise, together as a group or in a

    single transaction, and liabilities directly associated with those assets that will

    be transferred in the transaction (in this guide, we use asset and group

    synonymously). Long-lived assets include capital lease assets of lessees,

    assets of lessors subject to operating leases, proved oil and gas properties that

    are accounted for using the successful-efforts method of accounting, long-term

    prepaid assets and intangible assets with finite lives.

    The provisions of HB 3475 do not apply to:

    The disposal of goodwill;

    Impaired loans;

    Long-term investments, including equity method investments;

    Oil and gas assets accounted for using the full cost method of

    accounting;

    Unproved oil and gas properties accounted for using the successful-efforts

    method of accounting; and

    Servicing assets.

    Q1. Do the impairment provisions of HB 3475 apply to oil and gasproperties that an entity accounts for using the full-cost method?

    Answer. No. The impairment provisions of HB 3475 do not apply to oil and

    gas properties that are accounted for using the full-cost method.

    If the full cost method of accounting is being used to account for

    exploration costs, paragraphs 22 to 28 of AcG-16, Oil and Gas Accounting

    Full Costneed to be followed for accounting for disposal of properties.

    2005 KPMG LLP, the Canadian member firm of KPMG International, a Swiss cooperative. All rights reserved.

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    4 Guide to Account ing for the Disposal of Long- l ived Assets and Discont inued Operat ions An Analysis of C ICA Handbook Sect ion 3475

    2005 KPMG LLP, the Canadian member firm of KPMG International, a Swiss cooperative. All rights reserved.

    Q2. Are debt issuance costs within the scope of HB 3475?

    Answer. No. HB 3475 does not cover debt issuance costs. Debt issuance

    costs are deferred costs that are a component of the effective interest rate

    on the associated debt instrument; they are not depreciable or amortizable

    long-lived assets.

    Q3. Does HB 3475 address investments accounted for by the equity method?

    Answer. No. Equity method investments are financial instruments, not

    depreciable or amortizable long-lived assets. Paragraph .02(c) of HB 3475

    excludes equity and cost method investments from its scope. An entity

    evaluates an equity method investment for impairment based on the

    guidance in paragraphs .20 to .26 of HB 3050, Long-Term Investments.

    Under that guidance, an investment is impaired if the value of the

    investment declines and that decline is other than temporary. However,

    HB 3050 provides little additional guidance on when a decline in value is

    other than temporary and, if so, how the impairment loss should be

    measured. We believe that it is acceptable to apply, by analogy, the

    guidance in HB 3063, Impairment of Long-Lived Assetswhen evaluating

    individual equity method investees for impairment.

    Q4. Does HB 3475 address when an entity should recognize a liability forcosts incurred in connection with a disposal of long-lived assets?

    Answer. No. HB 3475 addresses only impairment of long-lived assets, and

    does not provide any guidance on when a liability should be recognized for

    costs that will be incurred in connection with the disposal of long-lived

    assets. Costs associated with a disposal activity include:

    Costs to terminate an existing contractual obligation, including but

    not limited to an operating lease;

    Incremental direct (and other) costs associated with the related

    disposal activity (such as costs to close or consolidate facilities); and

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    Guide to Account ing for the Disposal of Long- l ived Assets and Discont inued Operat ions An Analysis of C ICA Handbook Sect ion 3475 5

    Termination benefits provided to involuntarily terminated employees

    pursuant to a one-time benefit arrangement that does not constitute

    a preexisting or newly created ongoing benefit plan covered by

    other accounting pronouncements.

    The question of when a liability should be recognized for the types of

    costs described above is addressed in EIC-134, Accounting for Severance

    and Termination Benefits, and EIC-135, Accounting for Costs Associated

    with Exit or Disposal Activities (including Costs Incurred in a

    Restructuring).

    2005 KPMG LLP, the Canadian member firm of KPMG International, a Swiss cooperative. All rights reserved.

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    6 Guide to Account ing for the Disposal of Long- l ived Assets and Discont inued Operat ions An Analysis of C ICA Handbook Sect ion 3475

    Section 3 Disposal by Abandonment,or Exchange or Distribution

    2005 KPMG LLP, the Canadian member firm of KPMG International, a Swiss cooperative. All rights reserved.

    An entity plans to abandon a long-lived asset in the future.

    Under HB 3475, a long-lived asset an entity plans to abandon is disposed of

    when the entity ceases to use it. That is, the entity continues to classify the

    asset as held and used until the entity ceases to use it. If an entity plans to

    abandon an asset before the end of its previously estimated useful life, an

    entity evaluates the asset for impairment in its held-and-used grouping. If the

    asset is part of a larger group that passes the recoverability test, the entity

    cannot write down the asset to its fair value. Rather, the entity must revise

    the depreciation estimates for the asset in accordance with HB 1506,

    Accounting Changes, to reflect the remaining expected period of use of the

    asset. In effect, the entitys only alternative is to depreciate the assets

    remaining carrying amount less its salvage value, if any, over its remaining

    expected use period.

    Paragraph .06 of HB 3475 states that because the continued use of a long-

    lived asset demonstrates the presence of service potential, it would be

    unusual for a long-lived asset that an entity plans to abandon after a remaining

    future use period to have a fair value of zero. Therefore, the entity should

    estimate fair value using a valuation technique that reflects the continued

    service potential of the asset. However, it is not appropriate to estimate the

    fair value of an asset that will be abandoned in the future by recognizing an

    impairment loss that normalizes depreciation expense for the asset over its

    remaining period of use.

    If the asset or its group fails the recoverability test, the fact that the entity

    continues to use the asset indicates that the asset has service potential to the

    entity. Therefore, it is unlikely that the asset has a fair value of zero at the date

    of the impairment measurement.

    In contrast, in some situations there may be idle assets within an asset

    group that have no service potential and, therefore, a fair value of zero.

    While management may not have committed to a formal plan to abandon or

    otherwise dispose of the idle asset, the entity effectively has abandoned the

    asset because no future service potential exists.

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    Guide to Account ing for the Disposal of Long- l ived Assets and Discont inued Operat ions An Analysis of C ICA Handbook Sect ion 3475 7

    An entity plans to exchange a long-lived asset for a similar

    productive long-lived asset or to distribute the asset to owners

    in a spinoff.

    HB 3475 specifies that a long-lived asset that will be exchanged for a similar

    productive long-lived asset or that will be distributed to owners in a spinoff

    continues to be classified as held and used until the exchange or distribution

    occurs. If the asset or its group is tested for recoverability prior to the

    exchange or distribution, estimates of future cash flows in the recoverability

    test should be developed as if the asset will be held and used for its

    remaining useful life, that is, assuming that the disposal transaction will not

    occur. At the date of the exchange or distribution, an entity recognizes an

    impairment loss for the excess of the carrying amount of the asset over its

    fair value.

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    Guide to Account ing for the Disposal of Long- l ived Assets and Discont inued Operat ions An Analysis of C ICA Handbook Sect ion 3475 11

    Q11. Should an entity that plans to close two of its manufacturing facilitiesfollowing the upcoming years production cycle as part of anacquisition-integration plan classify the facilities as held and usedor held for sale under HB 3475?

    Answer. The entity should classify the facilities as held and used.

    The entitys need to use the facilities for another production cycle

    demonstrates that the property is not available for immediate sale as

    required by paragraph .08(b). Rather, the entity should evaluate the

    facilities for impairment as assets held and used. If those facilities pass

    the recoverability test, the entity should review its depreciation estimates

    and method, and adjust the useful lives of the assets and estimated

    salvage values.

    Q12. If an entity commits to a plan to close a store, should the entityclassify the stores long-lived assets as held for sale if a store closureteam (a group of employees responsible for executing all storeclosures) is not available to execute the closure for three months and,in the meantime, the store will continue to operate?

    Answer. No. Because the store closure team is not available to execute

    the closure, the long-lived assets are not available for immediate sale

    under paragraph .08(b). Even if it locates a buyer, the entity cannot

    transfer the long-lived assets until the store closure team is available.

    The long-lived assets do not meet the available-for-immediate-sale

    criterion until the date that the store closure team becomes available.

    Q13. If an entity that is a commercial leasing and financing companyintends to sell or lease equipment that recently came off lease, doesthe equipment meet the condition in paragraph .08(d) if the entity willconsider a lease arrangement on the equipment that is classified as anoperating lease under HB 3065, Leases?

    Answer. No. Paragraph .08(d) requires that the sale of a long-lived asset

    be probable, and that the entity expects the transfer of the asset to

    qualify for recognition as a completed sale, within one year. In this

    example, the entity does not yet know whether the ultimate transaction

    will be a sale, a lease arrangement (sales-type or direct-finance) in which

    the equipment is sold or an operating lease (in which case, the equipment

    remains on the entitys balance sheet); therefore, it cannot classify the

    equipment as held for sale.

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    12 Guide to Account ing for the Disposal of Long- l ived Assets and Discont inued Operat ions An Analysis of C ICA Handbook Sect ion 3475

    Q14. Should an entity classify an asset as held for sale if it commits to aplan to sell a property in a sale-leaseback transaction and through theleaseback, the entity as the seller-lessee will retain more than a minorportion of the use of the property?

    Answer. No. Paragraph A5 of HB 3475 specifies that an asset that an

    entity intends to sell in a sale-leaseback transaction does not meet the

    condition in paragraph .08(d) to be classified as held for sale if the entity

    will retain more than a minor portion of the use of the property through

    the leaseback. We believe that guidance prohibits an entity from

    classifying the asset as held for sale even if the terms of leaseback will

    qualify as an operating lease under HB 3065 and the transaction

    otherwise will meet the conditions for sale-leaseback accounting (under

    EIC-25, Accounting for Sales with Leasebacks, sale-leaseback accounting

    is a method of accounting for a sale-leaseback transaction in which the

    seller-lessee records the sale, removes the property from its balance

    sheet, recognizes a gain or loss on the sale and classifies the leaseback in

    accordance with HB 3065). Therefore, the entity should classify the

    property as held and used until the sale-leaseback transaction occurs.

    HB 3475 does not address how an entity should perform the

    recoverability test for an asset it intends to transfer in a sale-leaseback

    transaction. We believe that how an entity will account for the sale-

    leaseback transaction affects the composition of the cash flows in the

    recoverability test. Typically, an entity structures a sale-leaseback

    transaction to qualify for sale-leaseback accounting and operating lease

    classification of the leaseback. Accordingly, the entity will remove the

    asset that is the subject of the sale-leaseback from its balance sheet

    when the transaction closes. In that case, we believe that the

    recoverability test should include cash flows from operations until the

    sale-leaseback transaction will occur and the selling proceeds for the

    asset, as determined under EIC-25, Accounting for Sales with

    Leasebacks(the stated sales price in the transaction adjusted for any off-

    market leaseback terms). If the asset fails the recoverability test, the

    entity writes the asset down to its fair value, as indicated by the terms of

    the sale-leaseback transaction. If the asset passes the recoverability test,

    but normal depreciation for the period before the sale-leaseback will result

    in a loss at the sale-leaseback date, the entity should adjust the

    depreciation estimates for the asset to eliminate the excess carrying

    amount over the remaining use period as an owned asset.

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    Guide to Account ing for the Disposal of Long- l ived Assets and Discont inued Operat ions An Analysis of C ICA Handbook Sect ion 3475 13

    If the entity expects to classify the leaseback as a capital lease, the cash

    flows that the entity uses in the recoverability test must extend through

    the term of the leaseback.

    Q15. Should a subsidiary classify its long-lived assets as held for sale in itsseparate financial statements if the subsidiarys parent plans to sell thesubsidiary in a stock transaction and has classified the subsidiaryslong-lived assets as held for sale in the consolidated financialstatements?

    Answer. No. In the subsidiarys separate financial statements, the

    subsidiary should classify its long-lived assets under HB 3063 as assets

    held and used and perform the recoverability test without regard to the

    parents plan. The subsidiary is a continuing business and its management

    has not committed to dispose of any of the assets of the business. From

    the subsidiarys perspective, its assets still are classified as held and used,

    even though the subsidiary itself is the subject of a planned sale by the

    parent. The consolidated entity classifies the subsidiarys long-lived assets

    as held for sale if it satisfies the six criteria in paragraph .08 of HB 3475.

    Q16. Should an entity continue to classify a property as held for sale if,before it obtains a firm purchase commitment, the entity becomes

    aware of environmental contamination and voluntarily decides toremediate the contamination before it transfers the property to abuyer?

    Answer. No. The delay in the timing of the transfer of the property

    imposed by the entity before it obtains a firm commitment demonstrates

    that the property is not available for immediate sale. Therefore, the

    property does not continue to meet the criterion in paragraph .08(b) and

    the entity should reclassify the property to held and used.

    Q17. What is the effect on an entitys ability to classify an asset as held forsale of an unexpected condition that a buyer or other party imposes

    that will extend the period required to complete the sale beyond oneyear if an entity already has a firm purchase commitment to sell theasset?

    Answer. The entity continues to classify an asset as held for sale if it

    obtains a firm purchase commitment and the buyer or another party

    unexpectedly imposes conditions on the transfer of the asset that will

    extend the period required to complete the sale and (a) the entity has

    initiated or will initiate on a timely basis actions necessary to respond to

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    14 Guide to Account ing for the Disposal of Long- l ived Assets and Discont inued Operat ions An Analysis of C ICA Handbook Sect ion 3475

    the change in circumstances and (b) the entity expects a favorable

    resolution of the delaying factors.

    For example, a firmly committed buyer performing due diligence on a

    manufacturing facility may identify environmental damage that was not

    known to exist when the parties entered into a firm purchase

    commitment. If the buyer requires that the entity remediate the damage,

    and that remediation will extend the period required to complete the sale

    beyond one year, under paragraph .09 of HB 3475, the entity continues to

    classify the asset as held for sale provided satisfactory remediation of the

    damage is probable. If the buyer cancels the transaction and the entity

    reasonably expects that any other potential buyer would impose similar

    requirements, the asset no longer qualifies as an asset held for sale.

    Q18. Should an entity continue to classify an asset as held for sale if theasset has been in that classification for one year, but the entity hasbeen unable to find a buyer because of poor market conditions?

    Answer. It depends. The entity must evaluate whether it (a) initiated

    actions necessary to respond to the poor market conditions during the

    initial year, (b) continues to actively market the asset at a price that is

    reasonable in view of market conditions, and (c) continues to meet all ofthe other criteria in paragraph .08 for classifying the asset as held for sale.

    For example, the entity would continue to classify the asset as held for

    sale if the entity continually reduced the selling price for the asset over

    the past year and intends to adjust the selling price over the next year, as

    necessary, to find a buyer.

    In contrast, if the entity now is unwilling to reduce the selling price further

    on the basis that the market decline for the asset is temporary, the asset

    is not available for immediate sale as required under paragraph .08(b) of

    HB 3475. Additionally, paragraph .08(e) requires that an entity market an

    asset at a price that is reasonable in relation to its current fair value.Therefore, the entity does not meet the conditions for an exception to the

    one-year requirement in the Section and must reclassify the asset to held

    and used.

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    Guide to Account ing for the Disposal of Long- l ived Assets and Discont inued Operat ions An Analysis of C ICA Handbook Sect ion 3475 15

    Q19. How do the conditions in paragraph .08 of HB 3475 for classifying anasset as held for sale affect an entitys accounting for foreclosedassets presumed to be held for sale under HB 3025, Impaired Loans?

    Answer. HB 3475 effectively nullifies the provisions of old HB 3025,

    Impaired Loans, on foreclosed assets. HB 3025 addressed the initial

    accounting for a foreclosure and how an entity should subsequently

    measure a foreclosed asset. Under the old standard, a rebuttable

    presumption existed that an entity should account for a foreclosed asset

    as held for sale on the premise that most entities do not intend to hold

    foreclosed assets for the production of income. HB 3025 required anentity to measure a foreclosed asset classified as held for sale at the

    lower of (a) fair value minus estimated costs to sell or (b) cost.

    HB 3025, before amendments, included specific accounting requirements

    for foreclosed assets. These were not the same as the accounting for

    assets held for sale under HB 3475. The AcSB could see no conceptual

    justification for having different accounting procedures for assets based on

    how they were acquired, and viewed the existence of different accounting

    methods for similar assets held for sale as incompatible with the

    objectives of consistency and transparency. The AcSB consequently

    decided to amend HB 3025 to make the accounting for foreclosed assetsconsistent with HB 3475.

    Thus, the new standard significantly changes the practice for foreclosed

    assets. Under revised HB 3025, an entity classifies a foreclosed asset as

    held for sale at the date of foreclosure only if the asset meets the held-for-

    sale conditions in paragraph .08 of HB 3475.

    Q20. As a result of circumstances previously considered unlikely, an entitydecides not to sell an asset classified as held for sale. At what amountshould the entity reclassify the asset back to held and used?

    Answer. Paragraphs .23 and .24 of HB 3475 address this question. If along-lived asset no longer meets the criteria to be classified as held for

    sale, the entity reclassifies the asset to held and used on the date of the

    subsequent decision not to sell. The entity reclassifies the asset at the

    lower of its (a) carrying amount before the asset was classified as held for

    sale, adjusted for any depreciation expense that would have been

    recognized had the asset been continuously classified as held and used,

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    16 Guide to Account ing for the Disposal of Long- l ived Assets and Discont inued Operat ions An Analysis of C ICA Handbook Sect ion 3475

    or (b) fair value at the date of the subsequent decision not to sell. Any

    required adjustment to the carrying amount of a long-lived asset that is

    reclassified as held and used is included in income before discontinued

    operations and extraordinary items in the period of the subsequent

    decision not to sell. The adjustment is reported in the same income

    statement caption used to report a loss, if any, recognized for a long-lived

    asset that is classified as held for sale but is not reported as a

    discontinued operation. If a component of an enterprise is reclassified as

    held and used, the results of operations of the component previously

    reported in discontinued operations are reclassified and included inincome before discontinued operations and extraordinary items for all

    periods presented.

    The entity also must disclose in the notes to the financial statements that

    include the period of the retention decision, the facts and circumstances

    leading to the decision to change the plan to sell the long-lived asset, and

    the effect on the results of operations for the period and any prior periods

    presented.

    Q21. An entity adopts a formal plan to dispose of substantially all of itsassets and the remaining operations are insignificant. May the entity

    account for the discontinued activities as discontinued operations?

    Answer. No. In accordance with EIC-45, Discontinued Operations, the

    discontinued operations accounting should not be adopted when, as a

    result of the adoption of a formal plan of disposal, the entity has no

    substantial continuing operations. The objective of presenting

    discontinued operations is to segregate the results that have been

    discontinued from the results of continuing operations. When there are

    non significant operations, such segregation is not appropriate. If an entity

    intends to recommence operations in the future but is inactive at the

    financial statement date, it would not be considered to have substantial

    continuing operations.

    However, the entity needs to apply HB 3475 if the criteria in paragraph .08

    are met even though the presentation in the financial statements will not

    follow the requirements of HB 3475.

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    Section 5 Measurement of an Asset orDisposal Group Classified as Held for Sale

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    HB 3475 requires an entity to measure an asset (disposal group) classified

    as held for sale at the lower of its carrying amount at the date the asset

    initially is classified as held for sale or its fair value less costs to sell.

    HB 3475 describes costs to sell as the incremental direct costs to transact a

    sale, that is, the costs that result directly from and are essential to a sale

    transaction and that would not have been incurred by the enterprise had the

    decision to sell not been made. Those costs include broker commissions,

    legal and title transfer fees and closing costs the entity would incur to

    transfer legal title. Note that if the sale is expected to occur beyond one

    year, as permitted in limited situations by paragraph .09 of HB 3475, thecosts to sell are discounted.

    HB 3475 also changes the impairment recognition and measurement model in

    the old Section for a segment of a business. After an entity adopts HB 3475,

    all asset groups held for sale will be measured at the lower of carrying amount

    or fair value less costs to sell, including disposal groups that would have

    qualified as a segment of a business under previous HB 3475. A gain should

    be recognized for any subsequent increase in fair value less costs to sell, but

    not in excess of the cumulative loss previously recognized for a write down to

    fair value less costs to sell required by HB 3475.

    The fair value less costs to sell measurement in HB 3475 significantly departs

    from the previous net realizable value measurement in previous HB 3475.

    Under previous HB 3475, an entity included estimated future operating losses

    between the measurement date and the disposal date in the measurement of

    an impairment loss. Under HB 3475, an entity must recognize the results of

    operations of a disposal group classified as held for sale only in the period in

    which they occur.

    Costs to sell. Because costs to sell include only incremental direct

    transaction costs, some costs that may have qualified as costs to sell under

    previous standards no longer qualify under HB 3475. Most notably, costs thatwere required to be incurred under the terms of a contract for an assets sale

    as a condition of the buyer, such as expected future losses to continue

    operations during the holding period, no longer are included in the

    measurement of an asset held for sale.

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    Cessation of depreciation. An entity ceases depreciating a long-lived asset

    when it reclassifies an asset from held and used to held for sale, even if the

    asset continues to be used in operations or is part of a disposal group that

    continues to generate revenues for the entity. The Board reasoned that

    depreciation should cease even if the asset continues to be used in operations

    because the decision to sell the asset indicates that the entity intends to

    recover the assets carrying amount through sale, and not by continuing to use

    the asset. In other words, the remaining use of the asset in operations is

    incidental to the recovery of the carrying amount through sale.

    Other assets within the disposal group that are not included in the scope of

    this Section, as well as liabilities, are evaluated in accordance with generally

    accepted accounting principles prior to determining any write-down of long-

    lived assets within the scope of this Section.

    Q22. Does the term costs to sell include amounts that the entity will payto its employees for finding a buyer or consummating the sale?

    Answer. While HB 3475 does not explicitly address this issue, we believe

    that internal costs (whether one-time or recurring costs) should not be

    included as costs to sell for purposes of the fair-value-less-costs-to-sell

    measurement. Only incremental direct costs an entity will pay to an

    unrelated party should be included as costs to sell.

    Q23. When, if ever, is goodwill included in the carrying amount of a held-and-used long-lived asset group under HB 3475?

    Answer. When a disposal group is a portion of a reporting unit that

    constitutes a business, goodwill is allocated to the disposal group and

    included in its carrying amount prior to determining any write-down.

    Q24. How should an entity apply the mechanics of allocating a measured

    impairment loss to the long-lived assets within an asset group?

    Answer. An impairment loss that is required to be recognized under HB

    3475 is allocated to only those long-lived assets within the asset group

    that are included in the scope of the Section. An entity generally allocates

    a measured impairment loss on a pro rata basis using the relative carrying

    amounts of those assets. However, the entity should consider whether

    there are any individual long-lived assets within the group for which fair

    value can be determined without undue cost and effort and for which fair

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    value is greater than the adjusted carrying values after the pro rata

    allocation. If so, the entity increases the adjusted carrying value for that

    asset to its fair value and allocates the excess impairment loss to the

    other long-lived assets in the group based on their adjusted carrying values

    after the preliminary pro rata allocation.

    Q25. Should an entity include the accumulated foreign currency translationadjustments (CTA) as part of the carrying amount of its consolidatedsubsidiary or equity method investment when evaluating theinvestment for impairment if the entity has committed to a plan to

    dispose of the investment in a transaction that will cause the CTA to bereclassified to earnings?

    Answer. In the US, the EITF addressed this question in EITF Issue No. 01-5,

    Application of FASB Statement No. 52 to an Investment Being

    Evaluated for Impairment That Will Be Disposed Of. The Emerging Issues

    Task Force reached a consensus that if an entity commits to a plan that will

    cause the CTA for an equity method investment or consolidated

    investment in a foreign entity to be reclassified to earnings, the entity

    should include the CTA as part of the carrying amount of the investment

    when evaluating that investment for impairment. The Task Force also

    reached a consensus that an entity should include the portion of the CTA

    that represents a gain or loss from an effective hedge of the net

    investment in a foreign operation as part of the carrying amount of the

    investment when evaluating that investment for impairment if it has

    committed to a plan to dispose of the net investment. The Canadian

    literature does not address this issue. However, we believe that the above

    guidance also applies in Canada.

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    Section 6 Income Statement Reportingof Discontinued Operations

    Paragraph .27 of HB 3475 requires an entity to report in discontinued

    operations the results of operations of a component of an entity that either

    has been disposed of or is classified as held for sale if:

    (a) The operations and cash flows of the component have been (or will be)

    eliminated from the ongoing operations of the entity as a result of the

    disposal transaction, and

    (b) The entity will not have any significant continuing involvement in the

    operations of the component after the disposal transaction.

    Paragraph .28 of HB 3475 states that a component of an entity comprises

    operations and cash flows that can be clearly distinguished, operationally and

    for financial reporting purposes, from the rest of the entity. Therefore, a

    component of an entity may be a reportable segment or an operating

    segment (as those terms are defined in HB 1701, Segment Disclosures, a

    reporting unit (as that term is defined in HB 3062, Goodwill and Other

    Intangible Assets), a subsidiary or an asset group (as that term is defined in

    HB 3063, Impairment of Long-Lived Assets).

    HB 3475 includes three examples of when a component of an entity that an

    entity plans to sell does not qualify for discontinued operations:

    An entity intends to franchise company-owned restaurants. After the

    entity sells the restaurants to the franchisee, the entity will earn fees and

    royalties under the franchise agreement. HB 3475 indicates that the

    franchise agreement is continuing involvement in the cash flows and

    operations of the restaurants after their sale and, therefore, the entity

    cannot present the restaurants as discontinued operations.

    An entity plans to sell a manufacturing facility, however, the entity will

    source through external parties and continue to market the same

    products produced in the facility. HB 3475 indicates that the entity

    should not present the operations of the facility as discontinued

    operations because the cash flows of the related business will not beeliminated when it sells the facility.

    An entity (retailer) plans to close two stores in the same region and open

    a new superstore in that region. HB 3475 indicates that the entity will

    not eliminate the operations and cash flows of the two retail stores from

    its ongoing operations and, therefore, the entity should not present the

    stores as discontinued operations.

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    An entity must report in discontinued operations, in the period(s) in which they

    occur, the results of operations of a component of an entity classified as held

    for sale. If a disposal group qualifies for display as discontinued operations, an

    entity reports the results of operations of the group for current and prior

    periods, including any gain or loss on the disposition, as discontinued

    operations in its income statement. The entity displays the results of

    discontinued operations, less applicable income taxes (benefit), as a separate

    component of income before extraordinary items.

    The requirement to report as discontinued operations a disposal group thatmeets the definition of a component of an entity if no continuing involvement

    exists presents many practical challenges. For example, some entities have

    questioned whether a discontinued operations display provides useful

    information to the users of the financial statements if dispositions of that type

    occur in the ordinary course of business, perhaps because the entity has a

    portfolio of similar assets or operations. Refer to section 9 of this Guide for a

    discussion of these issues for real estate entities.

    Q26. Can a disposal group that does not include assets within the scope ofthe impairment provisions of HB 3475 (because the impairment of

    those assets is addressed by other generally accepted accountingprinciples) be a component of an entity under paragraph 28?

    Answer. Yes. Assets or groups otherwise outside the scope of HB 3475

    for impairment recognition and measurement may represent a component

    of the entity and, if the asset or group meets the conditions in paragraph

    .27, qualify for discontinued operations display.

    Q27. At what date should an entity consider operations to be disposed of(and report the operation as discontinued under HB 3475) if the entitysdisposal strategy is to run-off the operation by ceasing to accept newbusiness and contract or regulation obligates the entity to continue toprovide services under existing contracts for a specified period?

    Answer. For an abandonment of a component of an entity that an entity

    initiates after adopting HB 3475, we believe that the entity should not

    report the component as discontinued operations until all operations,

    including run-off operations, cease.

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    Q28. Can a stand-alone equity method investment that an entity sells orotherwise disposes of represent a component of an entity under HB3475?

    Answer. No. In the U.S., the FASB clarified that an entity should not

    report the disposal of an equity method investment, by itself, as a

    discontinued operation under Statement No. 144. The scope of HB 3475

    excludes long-term investments, including investments in equity

    securities accounted for by the equity or cost method. Further, the

    operations related to an equity method investment (that is, the investors

    share of the earnings or losses of the investee entity) are not sufficient toestablish a component of the investor entity as defined in paragraph .27

    of HB 3475. (Note that this conclusion is inconsistent with the fact that an

    equity method investment might be a segment under HB 1701.)

    However, an entity should report all of the operations of a component in

    discontinued operations. Therefore, if a component of an entity has

    operations that include, but are not limited to, operations related to an

    equity method investment or any other asset excluded from the scope of

    HB 3475, the total operations of the component should be reported as

    discontinued operations if it meets the conditions in paragraph .28.

    Q29. Does the term component of an entity apply to disposals in thenormal course of business, such as sales of commercial real estateproperties by a real estate investment trust (REIT) or restaurantlocations by a fast-food chain?

    Answer. Prior to Statement No. 144, U.S. GAAP had a similar definition of

    discontinued operations to that in Canada. In their deliberations on

    Statement No. 144, the FASB observed that disposals that do not meet

    the definition of discontinued operations might have a significant effect on

    the enterprises ongoing operations and that broadening the reporting of

    discontinued operations would improve the information provided to the

    users. The FASB discussed this issue in response to concerns raised byconstituents that Statement No. 144 could require entities to present

    disposals in the ordinary course of business as discontinued operations.

    Those constituents believe that displaying routine disposals as

    discontinued operations could be confusing to financial statement users.

    In part, those constituents observed that income from continuing

    operations for prior periods changes each time an entity disposes of or

    classifies a new component as held for sale. In addition, discontinued

    operations display of the components current and prior period operating

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    results suggests a permanent contraction of the entitys business.

    However, in many cases, the entity intends to invest the proceeds

    received from the disposition in replacement operations or new real-

    estate properties.

    The FASB concluded that constituents had not identified new issues

    creating a need to reconsider the requirements of Statement No. 144. The

    FASB clarified that a principal objective of Statement No. 144 is to improve

    the usefulness of reported financial information by broadening the

    reporting of discontinued operations to include more disposal

    transactions. Discontinued operations are no longer limited to the disposal

    of a component of an entitys operations that comprises a separate major

    line of business and that results from a change in business strategy.

    However, the FASB reiterated that an entity is not required to apply the

    requirements of Statement No. 144 for reporting discontinued operations

    to immaterial items.

    The FASBs position on this issue represents a reversal of its position in

    the Exposure Draft that preceded Statement No. 144. Under that

    Exposure Draft, discontinued operations would have included only

    significant components of an entity and would have distinguished a

    disposal of a significant component of an entity from activities incident to

    the evolution of the business. While the FASB addressed this issue in the

    context of property sales by REITs, we do not believe that the FASB

    answer on the issue is industry-specific. Refer to section 9 of this Guide

    for further discussion.

    We believe that GAAP in Canada in consistent with U.S. GAAP in this

    regard.

    Q30. How should an entity assess whether a disposition of a component ofan entity is sufficiently immaterial not to require presentation as a

    discontinued operation?

    Answer. We believe that an entity should consider all aspects of the

    components effect on the entitys financial statements when evaluating

    whether the component of an entity is sufficiently immaterial not to

    require presentation as discontinued operations, assuming that the group

    otherwise meets the other conditions in HB 3475 for that reporting. The

    entity should consider the relationship to the same measures for the total

    entity in the current and past periods presented in the entitys financial

    statements of the components revenue, gross profit, operating income,

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    net income and total assets. We believe that the evaluation should include

    the effect of the gain or loss on the sale of the component.

    We also believe that the only operational approach to evaluating whether a

    disposal is sufficiently immaterial is for an entity to perform the

    assessment on a disposition-by-disposition basis. However, any single

    evaluation should consider the degree of frequency of similar dispositions

    the entity expects in future periods.

    Q31. Can a component of an entity be smaller than an asset group towhich the entity applies the provisions of HB 3475 for evaluatingimpairment of assets held and used?

    Answer. No. While HB 3475 does not specifically address this question,

    we believe that the Section does not support a conclusion that a

    component of an entity can be a level lower than the entitys groups for

    assets held and used.

    Paragraph .03 (a) implicitly states that the unit of accounting for a long-

    lived asset is its group, and that an asset group held and used represents

    the lowest level for which identifiable cash flows are largely independent

    of the cash flows of other groups. Paragraph .28 of HB 3475 states that a

    component of an entity comprises operations and cash flows that can be

    clearly distinguished, operationally and for financial reporting purposes,

    from the rest of the entity.

    Thus, if a disposal involves less than a held-for-use asset group, the

    disposal asset or unit cannot meet the definition of a component of an

    entity. That is, if the asset did not have largely independent cash flows

    under HB 3063 for purposes of determining the held-for-use grouping

    policy, it is highly unlikely that the asset comprises operations and cash

    flows that can be clearly distinguished, operationally and for financial

    reporting purposes, from the rest of the entity.

    Q32. Do the provisions of HB 3475 on the reporting of discontinuedoperations apply to dispositions of oil and gas properties withidentifiable cash flows if the entity uses the full-cost method ofaccounting?

    Answer. In accordance with AcG-16, Oil and Gas Accounting Full Cost,

    a disposal of a sub-set of properties within a cost centre (oil and gas

    activities of an enterprise within the geographical boundaries of a country;

    there should be one and only one cost centre for each country in which

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    an enterprise has oil and gas activities) should not be presented as a

    discontinued operation as it will not meet the definition of a component,

    as defined in paragraph .28 of HB 3475.

    A disposal of an entire cost centre would meet the definition of a

    component and should be presented as a discontinued operation in

    accordance with HB 3475.

    Q33. If an entity reports a component of an entity as discontinuedoperations, should the entity allocate general corporate overhead

    expenses to that component in its separate display?

    Answer. The EIC is developing a Draft Abstract to replace EIC-45. The

    Draft (numbered D43, Discontinued Operation Allocation of Interest

    and Other Accounting Matters) is based on EITF 87-24, Allocation of

    Interest and Other Accounting Matters. Issue 2 of the Draft Abstract is as

    follows: Should general corporate overhead be allocated to discontinued

    operations? At its August 2004 meeting, the Committed reconfirmed its

    consensus reached previously that general corporate overhead expenses

    should not be allocated to discontinued operations. In the U.S., the EITF

    addressed this question in connection with discontinued operations

    reporting for segments of a business under Opinion 30. In EITF IssueNo. 87-24, Allocation of Interest to Discontinued Operations, the EITF

    reached a consensus that an entity should not allocate general corporate

    overhead to discontinued operations. The FASB staff has expressed its

    view that the answer in Issue 87-24 is a relevant interpretation for

    discontinued operations reporting under Statement No. 144. Given the

    tentative consensus reached by the EIC and FASB staff views on the

    subject, we believe that general corporate overhead expenses should not

    be allocated to discontinued operations under Canadian GAAP.

    Q34. If an entity makes a subsequent decision to retain a disposal group or

    component classified as held for sale and reported as discontinuedoperations, how should the entity adjust its current and prior periodincome statements?

    Answer. HB 3475 does not permit an entity to restate the financial

    statements of a prior reporting period. That is, any impairment losses

    recognized in that prior period while the asset was classified as held for

    sale are not adjusted based on how the asset would have been

    accounted for had it remained classified as held and used. In the reporting

    period that includes the entitys decision to retain the disposal group or

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    component, the entity reclassifies the results of operations of the

    component in the prior period(s) (presented for comparative purposes)

    from discontinued operations to continuing operations.

    Q35. How is a long-lived asset or a disposal group accounted for if thecriteria are met after the balance sheet date but before issuance offinancial statements?

    Answer. The long-lived assets or the disposal group continue to be

    classified as held and used in those financial statements and the following

    information should be presented in the notes to financial statements: adescription of the facts and circumstances leading to the disposal or

    expected disposal, the expected manner and timing of the disposal, and,

    the carrying amount(s) of the major classes of assets and liabilities

    included as part of a disposal group. The entity should also consider the

    requirements under HB 3820, Subsequent Events.

    In a registration statement, pro forma financial statements should be

    presented to give effect to the actual or probable disposition, if significant.

    Q36. How should an entity present earnings per share if it reports

    discontinued operations under HB 3475?

    Answer. The entity should report basic and diluted earnings per share

    data for income from continuing operations, income from discontinued

    operations and net income. HB 3475 did not amend HB 3500, Earnings

    per Share. Paragraph .61 of HB 3500 requires an entity to present basic

    and diluted earnings per share data for income from discontinued

    operations (and extraordinary items) either on the face of the income

    statement or in the notes to the financial statements. Paragraph .60 of

    HB 3500 requires that an enterprise present basic and diluted per share

    data for income from continuing operations and net income on the face of

    the income statement.

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    Q37. How should an investor report in its income statement its share of adiscontinued operation that the investee reports in its separatefinancial statements?

    Answer. Paragraph .14 of HB 3050 requires that the investors

    proportionate share of any discontinued operations, extraordinary items,

    changes in accounting policy, corrections of errors relating to prior period

    financial statements or capital transactions of the investee are disclosed

    separately, according to their nature, in the investors financial statements.

    Q38. How should an entity that reports a majority-owned subsidiary as adiscontinued operation present the minority shareholders portion ofthe subsidiarys earnings (the entity previously presented the minorityshareholders portion of the subsidiarys earnings as a minorityinterest charge in its consolidated income statement)?

    Answer. The entity should include the minority interest charge as part of

    discontinued operations for the income statement periods presented. The

    minority interest charge was a component of the entitys income from the

    subsidiarys operations and should be included in the discontinued

    operations display along with the consolidated revenues and expenses of

    the majority-owned entity that previously also were included in income

    from continuing operations.

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    Section 7 Reporting Impairment Losseson Assets Held and Used and Disposal

    Gains or Losses in Continuing OperationsHB 3475 requires an entity to report impairment losses on assets held and

    used and disposal losses and adjustments thereto for assets or groups that

    did not qualify as discontinued operations as a component of income or loss

    from continuing operations before income taxes. Therefore, if an entity

    presents a subtotal such as income from operations, it must include the

    amount of the impairment or disposal loss and adjustments thereto (for assets

    held for sale) in that subtotal.

    Q39. How should an entity classify in its income statement a gain that it

    recognizes on the sale or other disposal of a long-lived asset or groupnot reported as discontinued operations?

    Answer. The financial statements should disclose, if not separately

    presented on the face of the income statement, the amount of gain or

    loss on disposal and the caption in the income statement that includes

    that gain or loss.

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    EIC-41, Presentation of Assets and Liabilities Held for Disposal, did not

    permit an entity to offset the assets and liabilities of a segment of a business

    for which the entity had committed to a plan of disposal. That is, the assets

    and liabilities the entity expected to transfer in the disposal were not offset

    and presented as a single-line item in the entitys balance sheet.

    Similarly, HB 3475 requires an entity to present a long-lived asset classified as

    held for sale separately in the balance sheet. The Section also requires an

    entity to present separately in the asset and liability sections, respectively, of

    the balance sheet, the assets and liabilities of a disposal group classified asheld for sale.

    Paragraph .37(a) of HB 3475 requires an entity to disclose either on the face

    of the balance sheet or in the notes to the financial statements the major

    classes of assets and liabilities classified as held for sale.

    Q40. Should an entity classify assets and liabilities of a disposal group heldfor sale as current or noncurrent in the balance sheet?

    Answer. Guidance on this point is provided in paragraph .35 of HB 3475

    which states that long-lived assets classified as held for sale would not be

    reclassified as current assets, unless the enterprise has sold the assets

    prior to the date of completion of the financial statements and the

    proceeds of the sale will be realized within a year of the date of the

    balance sheet or within the normal operating cycle if that is longer than a

    year. If the assets have been classified as current assets due to

    subsequent sale, any liabilities to be assumed by the purchaser or

    required to be discharged on disposal of the assets would be classified as

    current assets.

    Section 8 Balance Sheet Presentationand Disclosure of Composition of a Disposal

    Group Classified as Held For Sale

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    Section 9 Issues Related to DiscontinuedOperations Reporting For Real Estate Entities

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    Real estate entities have various types of property dispositions that raise

    questions about whether the disposition qualifies for reporting as a

    discontinued operation under HB 3475. The dispositions that are discussed

    herein address properties or entities that have identifiable cash flows that are

    largely independent of other assets and, therefore, represent an asset group

    under HB 3475. While Questions 46 through 48 arise frequently for - and thus

    are framed in terms - of real estate entities, they have broader applicability

    beyond the real estate industry.

    Q41. Should a build-to-suit property that was constructed for a knownbuyer under a contract whereby the entire purchase price of theproperty was funded at closing be reported as a discontinuedoperation?

    Answer. No. The costs incurred under the contract are similar to inventory

    costs. HB 3475 did not amend or nullify HB 3030, Inventories, which

    provides authoritative guidance on inventory impairment. HB 3400,

    Revenue, provides guidance about how a contractor should account for

    performance under the contract. HB 3475 does not affect properties

    constructed pursuant to contracts with unrelated parties that are

    accounted for under completed contract or the percentage of completion

    methods or the manufacture of goods for sale accounted for under HB3030.

    Q42. An entity constructs a building that it classifies as held for sale whenconstruction is complete.The entity sells the building within arelatively short time (for example, three months) of completing theconstruction but before leasing any of the space to tenants, and hasno continuing involvement with the operations of the building afterthe sale. Should the entity report the building as a discontinuedoperation when it classifies the building as held for sale?

    Answer. No. The building does not qualify as a component of an entity

    under paragraph .28 of HB 3475 because the building has no associated

    revenues at the time it is classified as held for sale. In addition, no

    revenues commenced during the holding period. Therefore, the building

    does not have operations, as that term is used in paragraph .28 of HB

    3475. This conclusion presumes that costs incurred and charged to the

    income statement during the holding period for the building are

    insignificant.

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    Q43. An entity constructs a commercial office building with the intent ofselling its full interest in the building after tenants occupy a significantpercentage of the space.The entity is successful in attracting tenantsquickly and within three months has leased approximately 70 percentof the building.The entity begins to search for a buyer.Three monthslater, the entity finds a buyer and shortly thereafter sells its entireinterest in the building; it has no continuing involvement with theoperations of the building after the sale.The entity met therequirements in paragraph .08 of HB 3475 for held-for-saleclassification just before it sold the building and, as a result,depreciated the building for a short period. Should the entity reportthe building as a discontinued operation when it is classifies the

    building as held for sale?

    Answer. Yes. The entity should report the building as a discontinued

    operation from the date the building is classified as held for sale because

    the requirements in paragraphs .27 and .28 of HB 3475 are met. The

    building meets the definition of a component of an entity as the cash

    flows from the property can be clearly distinguished from the rest of the

    entity. The operations and cash flows of the component have been

    eliminated and the entity will have no continuing involvement with the

    buildings operations after the sale. Discontinued operations reporting is

    not required, however, if the disposition is immaterial to the entity. Refer

    to Question 30 for a discussion of materiality.

    Q44. In a variation on the fact pattern in Question 43, the entity met therequirements in paragraph .08 of HB 3475 for held-for-saleclassification at the time the building was ready for tenants and, as aresult, the entity did not depreciate the building during the time thatthe building was being leased up. Should the entity report thebuilding as a discontinued operation when it classifies the building asheld for sale?

    Answer. Yes. The entity should report the building as a discontinued

    operation when it classifies the building as held for sale for the same

    reasons discussed in the response to Question 43. Only the timing of that

    classification as held for sale is different. That is, the building is classifiedas held for sale at the time construction is complete, whereas in Question

    43, the held-for-sale classification did not occur until later.

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    Q45. An entity buys a building that it intends to refurbish while it is leasedto tenants, and then sell. Shortly after the refurbishment is complete,the entity sells its entire interest in the building to an unrelated partyand has no continuing involvement with the operations of thebuilding after the sale.The entity met the requirements in paragraph.08 of HB 3475 for held-for-sale classification just before it sold thebuilding and, as a result, it depreciated the building from the date ofacquisition until the date the building qualified as held for sale.Should the entity report the building as a discontinued operationwhen it classifies the building as held for sale?

    Answer. Yes. The entity should report the building as a discontinued

    operation from the date the building is classified as held for sale because

    the requirements in paragraphs .27 and .28 of HB 3475 are met. The

    building meets the definition of a component of an entity, as the cash

    flows from the property can be clearly distinguished from the rest of the

    entitys operations. After the sale occurs, the operations and cash flows of

    the component are eliminated and the entity has no continuing

    involvement with the operations of the building. Discontinued operations

    reporting is not required, however, if the disposition is immaterial to the

    entity. Refer to Question 30 for a discussion of materiality.

    Q46. Should an entity that sells a majority of its interest in a previously

    controlled (consolidated) entity whose primary asset is a commercialoffice building report the building as a discontinued operation if itaccounts for the retained minority interest in the entity using theequity method?

    Answer. No. The disposition of a majority of an interest in a previously

    controlled or wholly-owned entity does not qualify for discontinued

    operations reporting if the retained minority interest provides the seller

    with significant influence over the transferred entity. That is, the conditions

    in paragraph .27 of HB 3475 are not met because the entity will continue

    to have cash flows from its retained interest and will continue to be

    involved with the operations of the building through its position of

    significant influence.

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    Q47. Should an entity that sells a majority of its interest in a previouslycontrolled (consolidated) entity whose primary asset is a commercialoffice building report the building as a discontinued operation if itaccounts for the retained minority interest in the entity under thecost method?

    Answer. The answer depends on the materiality of the expected future

    cash flows from the retained minority interest. If expected future cash

    flows clearly are significant to the entity, then the entity should not report

    the disposition as a discontinued operation. If those cash flows clearly will

    be insignificant, the disposition should be reported as a discontinued

    operation. Judgment will be required to determine the appropriate

    reporting.

    Q48. Should a real estate entity that sells a building (either newconstruction or a building that it previously operated) to an equitymethod investee report the building as a discontinued operation?

    Answer. No. The entity should not report the building as a discontinued

    operation because the seller has continuing involvement with the building

    through its equity method investment in the buyer. That is, the conditions

    in paragraph .27 of HB 3475 are not met because the entity will continue

    to participate in the cash flows from the building through its investment inthe buyer and will continue to be involved with the operations of the

    building through its position of significant influence.

    Q49. Should a real estate entity that sells its entire interest in a building(either new construction or a building that it previously operated) toan unrelated third party concurrent with entering into an agreementto manage the building for the new owner for a fee commensuratewith current market conditions report the building as a discontinuedoperation?

    Answer. No. Even though the entity sold its entire interest in the building,

    it has not eliminated the cash flows associated with the building from its

    ongoing operations and has significant continuing involvement in the

    buildings operations after the sale through the management agreement.

    Accordingly, the entity should not report the building as a discontinued

    operation because the conditions in paragraph .27 are not met.

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    In situations in which there is continuing involvement, all facts and

    circumstances need to be analyzed to determine the appropriate

    reporting. Discontinued operations reporting would be appropriate if the

    management agreement was only for a short period of time (such as 30

    days) and the continuing involvement was eliminated within 12 months

    from the date at which the entity classified the building as held for sale. In

    that case, the entity would report the building as a discontinued operation

    when the management agreement terminated.

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    Guide to Account ing for the Disposal of Long- l ived Assets and Discont inued Operat ions An Analysis of C ICA Handbook Sect ion 3475 35

    Section 10 Transition

    2005 KPMG LLP, the Canadian member firm of KPMG International, a Swiss cooperative. All rights reserved.

    HB 3475 applies to disposal activities initiated by an enterprises commitment

    to a plan on or after May 1, 2003. Early application is encouraged. An entity

    that elects early adoption applies the Recommendations of this Section

    retroactively to the beginning of its current fiscal year and restates prior

    interim data of that year. Long-lived assets classified as held for disposal as a

    result of disposal activities that were initiated before the initial application of

    the Section continue to be accounted for and displayed in the entitys income

    statement in accordance with prior pronouncements applicable to that

    disposal. Therefore, an entity will not report discontinued operations for asset

    groups initially classified as held for sale under previous requirements of HB3475 that the entity sells after it adopts HB 3475.

    An asset or disposal group that is not accounted for as held and used at the

    date of initial application of HB 3475 is reclassified as held and used in

    accordance with paragraph .23 if the six criteria in paragraph .08 are not met

    by the end of the fiscal year in which HB 3475 initially is applied. Any gain or

    loss is reported in income before discontinued operations.

    Q50. Should an entity that reported discontinued operations under HB 3475before its amendment for an operation being abandoned through run-

    off reclassify the operations to continuing operations in its incomestatement if the conditions in paragraph .08 of HB 3475 are not met atthe end of the fiscal year of adoption?

    Answer. No. The one-year transition provision in paragraph .42 of HB

    3475 does not apply to an abandonment involving a segment of a

    business reported as discontinued operations under HB 3475, before

    amendments, when the entity is effecting the abandonment through a

    run-off of operations. Therefore, the entity continues to report the

    segment as discontinued operations under HB 3475, before

    amendments, for the remaining run-off period.

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    2005 KPMG LLP, the Canadian member firm of KPMG International, a Swiss cooperative. All rights reserved.

    Acronyms Defined

    AcG Accounting Guideline (CICA)

    AcSB Accounting Standards Board (CICA)

    AICPA American Institute of Certified Public Accountants

    CEO Chief Executive Officer

    CICA Canadian Institute of Chartered Accountants

    CON Statement of Financial Accounting Concepts

    EIC Emerging Issue Committee

    EITF Emerging Issue Task Force (FASB)

    FASB Financial Accounting Standard Board (U.S.)

    GAAP Generally Accepted Accounting Principles

    HB Handbook Section (CICA)

    IASB International Accounting Standards Board

    SAB Staff Accounting Bulletin (U.S.)

    SEC Securities Exchange Commission

    SOP Statement of Position

    US United States

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