ACCOUNTING FOR BUSINESS COMBINATIONS: SHOULD POOLING BE ELIMINATED? HEARING BEFORE THE SUBCOMMITTEE ON FINANCE AND HAZARDOUS MATERIALS OF THE COMMITTEE ON COMMERCE HOUSE OF REPRESENTATIVES ONE HUNDRED SIXTH CONGRESS SECOND SESSION MAY 4, 2000 Serial No. 106±100 Printed for the use of the Committee on Commerce ( U.S. GOVERNMENT PRINTING OFFICE 64±765CC WASHINGTON : 2000 VerDate 11-MAY-2000 13:14 Sep 11, 2000 Jkt 064765 PO 00000 Frm 00001 Fmt 5011 Sfmt 5011 E:\HEARINGS\64765 pfrm01 PsN: 64765 COMMITTEE ON COMMERCE TOM BLILEY, Virginia, Chairman W.J. ``BILLY'' TAUZIN, Louisiana JOHN D. DINGELL, Michigan MICHAEL G. OXLEY, Ohio HENRY A. WAXMAN, California MICHAEL BILIRAKIS, Florida EDWARD J. MARKEY, Massachusetts JOE BARTON, Texas RALPH M. HALL, Texas FRED UPTON, Michigan RICK BOUCHER, Virginia CLIFF STEARNS, Florida EDOLPHUS TOWNS, New York PAUL E. GILLMOR, Ohio FRANK PALLONE, Jr., New Jersey Vice Chairman SHERROD BROWN, Ohio JAMES C. GREENWOOD, Pennsylvania BART GORDON, Tennessee CHRISTOPHER COX, California PETER DEUTSCH, Florida NATHAN DEAL, Georgia BOBBY L. RUSH, Illinois STEVE LARGENT, Oklahoma ANNA G. ESHOO, California RICHARD BURR, North Carolina RON KLINK, Pennsylvania BRIAN P. BILBRAY, California BART STUPAK, Michigan ED WHITFIELD, Kentucky ELIOT L. ENGEL, New York GREG GANSKE, Iowa TOM SAWYER, Ohio CHARLIE NORWOOD, Georgia ALBERT R. WYNN, Maryland TOM A. COBURN, Oklahoma GENE GREEN, Texas RICK LAZIO, New York KAREN MCCARTHY, Missouri BARBARA CUBIN, Wyoming TED STRICKLAND, Ohio JAMES E. ROGAN, California DIANA DEGETTE, Colorado JOHN SHIMKUS, Illinois THOMAS M. BARRETT, Wisconsin HEATHER WILSON, New Mexico BILL LUTHER, Minnesota JOHN B. SHADEGG, Arizona LOIS CAPPS, California CHARLES W. ``CHIP'' PICKERING, Mississippi VITO FOSSELLA, New York ROY BLUNT, Missouri ED BRYANT, Tennessee ROBERT L. EHRLICH, Jr., Maryland JAMES E. DERDERIAN, Chief of Staff JAMES D. BARNETTE, General Counsel REID P.F. STUNTZ, Minority Staff Director and Chief Counsel SUBCOMMITTEE ON FINANCE AND HAZARDOUS MATERIALS MICHAEL G. OXLEY, Ohio, Chairman W.J. ``BILLY'' TAUZIN, Louisiana EDOLPHUS TOWNS, New York Vice Chairman PETER DEUTSCH, Florida PAUL E. GILLMOR, Ohio BART STUPAK, Michigan JAMES C. GREENWOOD, Pennsylvania ELIOT L. ENGEL, New York CHRISTOPHER COX, California DIANA DEGETTE, Colorado STEVE LARGENT, Oklahoma THOMAS M. BARRETT, Wisconsin BRIAN P. BILBRAY, California BILL LUTHER, Minnesota GREG GANSKE, Iowa LOIS CAPPS, California RICK LAZIO, New York EDWARD J. MARKEY, Massachusetts JOHN SHIMKUS, Illinois RALPH M. HALL, Texas HEATHER WILSON, New Mexico FRANK PALLONE, Jr., New Jersey JOHN B. SHADEGG, Arizona BOBBY L. RUSH, Illinois VITO FOSSELLA, New York JOHN D. DINGELL, Michigan, ROY BLUNT, Missouri (Ex Officio) ROBERT L. EHRLICH, Jr., Maryland TOM BLILEY, Virginia, (Ex Officio) (II) 2 VerDate 11-MAY-2000 13:14 Sep 11, 2000 Jkt 064765 PO 00000 Frm 00002 Fmt 0486 Sfmt 0486 E:\HEARINGS\64765 pfrm01 PsN: 64765 C O N T E N T S Page Testimony of: Bible, Peter R., Chief Accounting Officer, General Motors Corporation ...... 89 Dooley, Hon. Calvin M., a Representative in Congress from the State of California ................................................................................................... 62 Goodlatte, Hon. Bob, a Representative in Congress from the State of Virginia .......................................................................................................... 59 Hoffman, Gene, Jr., President and CEO, EMusic.com .................................. 98 Jenkins, Edmund L., Chairman, Financial Accounting Standards Board ... 69 Lewis, William Frederick, President and CEO, Prospect Technologies ....... 102 Powell, Dennis D., Vice President, Corporate Controller, Cisco Systems .... 80 Material submitted for the record by: American Business Conference, letter dated May 3, 2000, to Hon. Michael Oxley .............................................................................................................. 134 Biotechnology Industry Organization, letter dated May 4, 2000, enclosing statement for the record ............................................................................... 130 Jenkins, Edmund L., Chairman, Financial Accounting Standards Board, letter dated May 23, 2000, enclosing response for the record ................... 125 National Association of Manufacturers, letter dated May 3, 2000, to Hon. Michael Oxley, enclosing material for the record ....................................... 132 Valuing the New Economy, a white paper presented by The Merrill Lynch Forum ................................................................................................. 136 (III) 3 VerDate 11-MAY-2000 13:14 Sep 11, 2000 Jkt 064765 PO 00000 Frm 00003 Fmt 0486 Sfmt 0486 E:\HEARINGS\64765 pfrm01 PsN: 64765 VerDate 11-MAY-2000 13:14 Sep 11, 2000 Jkt 064765 PO 00000 Frm 00004 Fmt 0486 Sfmt 0486 E:\HEARINGS\64765 pfrm01 PsN: 64765 ACCOUNTING FOR BUSINESS COMBINATIONS: SHOULD POOLING BE ELIMINATED? THURSDAY, MAY 4, 2000 HOUSE OF REPRESENTATIVES, COMMITTEE ON COMMERCE, SUBCOMMITTEE ON FINANCE AND HAZARDOUS MATERIALS, Washington, DC. The subcommittee met, pursuant to notice, at 10:08 a.m., in room 2123, Rayburn House Office Building, Hon. Michael G. Oxley (chairman) presiding. Members present: Representatives Oxley, Tauzin, Gillmor, Cox, Largent, Ganske, Lazio, Shimkus, Bliley (ex officio), Towns, DeGette, Barrett, Luther, Markey, Rush, and Dingell (ex officio). Also present: Representatives Eshoo and Crowley. Staff present: Brian McCullough, majority professional staff; David Cavicke, majority counsel; Linda Dallas Rich, majority coun- sel; Shannon Vildostegui, majority professional staff; Robert Simison, legislative clerk; and Consuela Washington, minority counsel. Mr. OXLEY. The subcommittee will come to order. The Chair rec- ognizes himself for an opening statement. I would like to begin by reaffirming my belief in FASB as an independent private sector entity is best suited to set accounting standards. Few would want politicians without accounting exper- tise making highly technical accounting decisions. From time to time, however, FASB considers an issue which has broad public policy implications best brought to light through congressional hearings such as this. In such an instance, the Congress has a re- sponsibility to foster open dialog on the issue. That is precisely why I have called this hearing today. FASB proposes eliminating the use of pooling as a proper method of accounting for business combinations as well as making changes to the treatment of goodwill. Many of the same arguments have cir- culated for years both for and against pooling accounting as the treatment of goodwill. The debate has little changed. What has changed, however, is the context of the debate. In the information economy, the magnitude of the implications of eliminating pooling accounting has increased dramatically. Intangible assets of knowl- edge-based companies often account for most of the company's value or ability to generate revenue in the future. Central to this debate is the information available to investors under each accounting method. Arguably, the benefits the elimi- nation of pooling accounting will provide varies. The question we must answer is whether the information is better, more accurate, (1) VerDate 11-MAY-2000 13:14 Sep 11, 2000 Jkt 064765 PO 00000 Frm 00005 Fmt 6633 Sfmt 6633 E:\HEARINGS\64765 pfrm01 PsN: 64765 2 and as useful under purchase accounting as the information pro- vided under the current pooling method of accounting for these transactions. The recording of goodwill is a good example of the different treat- ment intangibles receive under pooling and purchase accounting. Some argue pooling accounting distorts book value because it does not amortize goodwill. The values of the two companies are simply combined. Others argue purchase accounting artificially reduces stated income by requiring goodwill write-off without a negative economic event to support it. In fact, I can understand how many intangible assets appreciate rather than depreciate over time. Distinct from which method is more accurate is the issue of whether requiring a shorter amortization period for goodwill or even require the write-off of goodwill and other intangibles will ac- tually make mergers and acquisitions uneconomical for businesses. I suspect mergers will continue. However, the possibility that such a rule change would artificially slow economic growth without pro- viding any marginal benefit gives me pause. Though I do not begin to have a solution to this debate, I do urge those central to this debate to consider all of the options. Perhaps we need to further examine the changing nature of assets which is driving our economy. We need to consider whether eliminating pooling accounting is a negative economic impact that could dimin- ish the competitiveness of U.S. businesses. Finally, we must evalu- ate whether the proposed changes will actually provide investors with more useful information about a company. Today we will hear from those closest to the debate. I thank our panelists for appearing today and look forward to hearing what each has to say about this important issue. The Chair's time has expired. I recognize the ranking member, the gentleman from New York, Mr. Towns. Mr. TOWNS. Thank you, Mr. Chairman, for holding this hearing. A number of concerns have been raised about the elimination of pooling as a method of accounting for business combinations. Elimi- nating pooling accounting, it is argued, could slow the pace of busi- ness