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IFRS News
Issue 15
January 2004

Shedding light on the IASB's activities

1
Issue of the month
IAS 39 -embedded
derivatives
4
What to expect in 2004
Views from standard setters
and PwC
5 Interview
Mary Dolson 6
Improvements Project
14 revised standards
published
7
New Publications
Similarities and
differences - IFRS
8 Contacts

and Lux GAAP

Issue of the month

IAS 39 - embedded derivatives


This second article in a series clarifying the requirements of IAS 39 looks at the definition of an embedded derivative and how to fair value
it. The IASB released a revised version of IAS 39 last month, which is effective for financial years beginning on or after 1 January 2005 unless
it is adopted earlier. Embedded derivatives are found in a significant number of contracts, many of which do not fall under IAS 39. This
article is based on the revised standard. The underlined text below has been defined in the 'jargon buster' (p3).

What is an embedded derivative? or financial instrument that is not marked-to-


market through the income statement. Example
An embedded derivative is a derivative
An embedded derivative can arise from A coal purchase contract may include a
instrument that is embedded in another
deliberate financial engineering and clause that links the price of the coal to a
contract - the host contract. The host
intentional shifting of certain risks between pricing formula based on the prevailing
contract might be a debt or equity
parties. Many embedded derivatives, electricity price or a related index at the
instrument, a lease, an insurance contract or
however, arise inadvertently through market date of delivery. The coal purchase
a sale or purchase contract. IFRS requires all
practices and common contracting contract, which qualifies for the executory
derivatives to be marked-to-market through
arrangements. Even purchase and sale contract exemption, is described as the
the income statement, other than qualifying
contracts that qualify for executory contract host contract, and the pricing formula is
hedging instruments. IFRS requirements on
treatment may contain embedded the embedded derivative. The pricing
embedded derivatives are designed to ensure
derivatives. An embedded derivative causes formula is an embedded derivative
that mark-to-market through the income
modification to a contract's cash flow, based because it changes the price risk from the
statement cannot be avoided by including -
on changes in a specified variable. coal price to the electricity price.
embedding - a derivative in another contract

Is the contract carried No Would it be a Is it closely related


Yes No Split and separately
at fair value through derivative if it was to the host
account
profit or loss? freestanding? contract?

Yes No Yes

Do not split out the embedded derivative


Issue of the month

When must embedded derivatives issued. An entity would not account for the
Example
be accounted for? embedded derivative separately from the
host contract. The same principle applies to A French company sells regularly to
An embedded derivative is split from the
caps and floors in a sale or purchase customers in the Asia-Pacific region and
host contract and accounted for separately
contract. has a price list denominated in US dollars
if:
as well as euros. It agrees a contract with
! its economics are not 'closely related' to Example an Australian customer, with payment
those of the host contract;
A manufacturer enters into a long-term specified in US dollars. It might agree to
! a separate instrument with the same terms do this, for example, if the Australian
contract to purchase a specified quantity
as the embedded derivative would meet company has US dollar revenues or simply
of a commodity from a supplier. In future
the definition of a derivative; and prefers an exposure in US dollars than in
periods, the supplier will provide the
! the entire contract is not carried at fair commodity at the current market price but euros.
value through profit or loss. within a specified range. For example, the The forward contract embedded in the
See the decision tree on accounting for purchase price may not exceed 120 per sales agreement is separated from the host
embedded derivatives on p1. unit or fall below 100 per unit; the market contract and accounted for as a derivative
price at the inception of the contract is by the French and the Australian
What does 'closely related' mean? 110 per unit. The commodity-based companies. The product is not routinely
contract is not within the scope of IAS 39 priced in US dollars in international
IAS 39 does not provide extensive guidance
because it will be settled by delivery in the commerce, the contract is not in the
on what 'closely related' means, but it relies
normal course of business.The price limits functional currency of either company, and
on an understanding of the concepts and a
number of illustrative examples. Many of the specified in the purchase contract can be the US dollar is not a currency commonly
examples provided in IAS 39 relate to viewed as a purchased 'call' on the used for local business transactions in
financial contracts. commodity with a strike price of 120 per Australia.
unit (a cap) and a written 'put' on the
An embedded derivative that modifies an
commodity with a strike price of 100 per Fair valuing embedded derivatives
instrument's inherent risk (such as a fixed to
unit (a floor). At inception, both the cap
floating interest rate swap) would be Embedded derivatives that are separated
considered closely related. Conversely, an and floor on the purchase price are out of
from the host contract are accounted for at
embedded derivative that changes the nature the money. They are therefore considered fair value with changes in fair value taken
of the risks of a contract is not closely closely related to the host purchase through the income statement. Published
related. contract and are not recognised as price quotations in an active market are
embedded derivatives. normally the best evidence of fair value.
Most equity- or commodity-linked features
embedded in a debt instrument will not be Valuation techniques are used to determine
closely related. This includes puts that force The table on p3 provides further examples of the fair value of the derivative if there is no
the issuer to reacquire an instrument based embedded derivatives that are closely related active market that matches the exact terms
on changes in commodity price or index, and those that are not. of the embedded derivative.
equity or commodity indexed interest or
principal payments and equity conversion Contracts for goods and services in a Example
features. Puts or calls on equity instruments foreign currency
A utility has purchased gas under a
at specified prices (that is, not market on Sales and purchase contracts that are contract indexed to the prices of gasoil.
date of exercise) are seldom closely related, denominated in a foreign currency may The gasoil pricing component is an
neither are calls, puts or prepayment include embedded derivatives if the foreign
penalties on debt instruments. Credit embedded derivative. The host contract
currency is not:
derivatives embedded in a host debt (the purchase of gas) is an executory
instrument are seldom closely related to it. ! a currency in which the product is contract and outside the scope of IAS 39.
routinely denominated in international The embedded derivative is a contract for
The IAS 39 application guidance provides an commerce, or the difference between the gas price and
illustration of an embedded derivative in a
! the reporting currency of either party to gasoil price. If there is an active and liquid
sale or purchase contract, where the price of
the asset under the sale or purchase contract the contract, or market with forward price curves for gas
is subject to a cap and a floor. The economic and gasoil, these prices are obtained and
! a currency commonly used in the
characteristics and risks of an embedded used to value the embedded derivative. If
economic environment in which the
derivative are closely related to the transaction takes place. the contract has delivery dates extending
economic characteristics and risks of the over several years, there may not be price
host contract when the host contract is a quotes for delivery on all relevant dates.
debt instrument and the embedded Prices are then constructed based on
derivative is an interest rate floor or a cap consistent and realistic assumptions about
out of the money when the instrument is price movements.

IFRS News
2
Issue of the month

Not 'closely related' 'Closely related'

X Equity conversion or 'put' option in debt instrument 9 Interest-rate swap embedded in a debt instrument
X Fixed-rate debt extension option 9 Inflation-indexed lease contracts
X Debt security with interest or principal linked to commodity or 9 Cap and floor in a sale and purchase contract
equity prices
9 Prepayment option in a mortgage where the option's exercise
X Credit derivatives embedded in a host debt instrument price is approximately equal to the mortgage's amortised cost on
X Sales or purchases not in each exercise date

(1) measurement currency of either party, 9 A forward foreign exchange contract that results in payments
(2) currency in which products are routinely denominated in in either party's reporting currency
international commerce, or 9 Dual currency bonds
(3) currency commonly used in the economic environment in
which the transaction takes place. 9 Foreign currency denominated debt

Valuation techniques are available for almost Considerations for first-time adopters ! Consider what information needs to be
all embedded derivatives. Assumptions that collected to assist with the initial
First-time adopters should take the following recognition and subsequent measurement
are made about future prices should be
steps in relation to embedded derivatives: of embedded derivatives, and
tested, documented and applied consistently.
IAS 39 requires the entire contract to be fair ! Scrutinise contracts for embedded ! Review contracting practices where
valued if an embedded derivative cannot be derivatives, current practices produce exposure to
fair valued separately, with changes in fair unwelcome income statement volatility.
value in the income statement. ! Determine whether embedded derivatives
need to be accounted for separately,

Jargon buster
Confused about what the terms used in IAS 39 really mean? Here's some clarity.

Derivative: a financial instrument with all (c) it is settled at a future date. instrument, or that has a different
three of the following characteristics: counterparty from that instrument, is not an
Embedded derivative: a component of a
embedded derivative but a separate
(a) its value changes in response to the hybrid (combined) instrument that also
financial instrument.
change in a specified interest rate, includes a non-derivative host contract.
security price, commodity price, foreign Some of the cash flows of the combined Host contract: a contract, whether or not
exchange rate, index of prices or rates, a instrument vary in a way similar to a stand- itself a financial instrument within the
credit rating or credit index or other alone derivative. An embedded derivative scope of IAS 39, whose contractual
variables (sometimes called causes some or all of the cash flows that the provisions contain an embedded derivative.
'underlying'); contract would otherwise require to be Examples of non-financial hosts include
modified based on a specified interest rate, leases, insurance contracts and sale or
(b) it requires no initial net investment or purchase agreements.
security price, commodity price, foreign
an initial net investment that is smaller
exchange rate, index of prices or rates or
than required for other types of
other variable. A derivative that is attached
contracts that would be expected to
to a financial instrument but is contractually
have a similar response to changes in
transferable independently of that
market factors; and

IFRS News
3
Looking froward

What to expect in 2004


IFRS News asked some of the national standard setters and PwC partners that have featured in previous editions of the
newsletter what their expectations are for 2004.

Bob Herz - chairman of US standard 3. IFRS 5, Insurance Contracts - it is not clear independence, and if we represent users'
setter, the FASB yet which of the original proposals will needs and preparers' needs.
survive.
The FASB has recently put out EDs on
convergence issues, to change US standards These are in addition to the Improvements Jan Buisman, PwC technical partner,
to be in line with IFRS. We hope to finalise project and IAS 32 and IAS 39, which were Sweden:
this project in 2004. We and the IASB put published in December. Increased monitoring by the Stockholm stock
together a working party, which will report exchange may fuel an increase in IFRS
There will be more conceptual debates
back to the Boards in April with transition projects, which is needed if
when Reporting Comprehensive Income
recommendations on a convergence Swedish companies are to get the job done
resurfaces in May. There will also be debates
programme for the next two years. in time.
about fair value accounting and hedging
Both the IASB and FASB will produce EDs when Phase 2 of the Insurance project is
on purchase accounting methods in 2004, considered. Simon Wray, partner, PwC's Global
possibly finalising them in the same year. Corporate Reporting Group:
We will also see more interpretations this
The IASB will finalise its standard on share-
year. IFRIC has been in action for almost two 2004 will see the welcome arrival of the
based payment at about the time that the
years; so far we have seen D1 and D2. D3, stable platform. It is also the year to get
FASB puts out an ED on the subject, with the
D4 and D5 are due out this month. ahead with training. It will require significant
target of finalising the standard before the
effort but will be a worthwhile investment.
end of 2004.
‘ Bob Herz said in a peech last
We will be continuing our joint project on Rhico Hove, PwC assurance and
month that the greatest
revenue recognition. There will probably be advisory services leader, Russia:
challenge for the Convergence
an ED in the second half of this year. It is the
project was the level The continued move towards IFRS holds
largest of all the subjects, and it will be quite
of politics involved. I agree’ long-term promise for strengthening the
different from the way companies currently
do revenue recognition. local capital markets and regulatory
Convergence efforts will increase, in environment, and for promoting the nascent
There will be a full schedule for everyone addition to the Convergence issues domestic IPO market.
this year, but the IASB will have more on its published by the FASB in December. This is
plate than the FASB. We've been busy in the important, as some Europeans talk a lot
about European standards, but our objective Jan McCahey, PwC technical partner,
US fixing the post-Enron issues, but we have
is to go global. The FASB chairman Bob Australia:
now finished. US preparers can expect a
more 'normal' pace for a while - nothing Herz said in a speech last month that the 2004 will be a busy year for Australian
compared to what will be going on in greatest challenge for the Convergence companies. Some have yet to comprehend
Europe. Companies should embrace the project was the level of politics involved. I fully the scope of the change IFRS will bring.
change in a positive manner. It will always agree.
be a challenge. Pauline Wallace, partner, PwC's
We can expect ED 6, Extractive industries,
Liesl Knorr, secretary-general of the German from the Australian national standard setter. Global Corporate Reporting Group:
standard setter, the Deutsches We will greet the New Year with a
New EU member states will be taking their
Rechnungslegungs Standards Committee. publication summarising the revised IAS 32
places around the table. Some of them will
We will see the completion of a number of be territories in which IAS has been applied and IAS 39. ED 5 will be a tremendous
projects in the 'first few weeks' of the year, for some time, such as Malta. challenge for the industry and consequently
as the IASB finalises the stable platform. for us.
We can expect structural debates, such as
1. IFRS 2, Share-based Payments - will the the International Accounting Standards
French try to stir up trouble? See the letter Committee Foundation (IASCF)'s review of
by French prime minister Raffarin to the its constitution, and EFRAG's proposals to
European Commission; 'maximise its effectiveness'.

2. IFRS 3, Business Combinations, which will We should also ask ourselves if we have
have implications for IAS 36 and IAS 38; enough private expertise, due process, and

IFRS News
4
Interview

Principles-based writing
IFRS News aims to look beneath the surface of the IASB's exposure drafts and standards in order
to explain the practical implications for business, says GCRG partner and IFRS News publisher
Mary Dolson.

IFRS News is for busy people who are IFRS News' approach financial instruments, business
interested in the outcome at the IASB not the combinations, fair value as deemed cost and
We do not recite the conceptual debate or
details of the debate. A wise man once said, IAS 39.
the text of the proposals or standards. The
'If you give a man a fish, you feed him for a
reasoning behind the Board's decision to We also take a look at industry-specific
day; if you teach him how to fish, you feed
ban pooling and require the impairment of issues. ED 5 has been covered in a series of
him for a lifetime'. The aim of IFRS News is
goodwill might be theoretically interesting four supplements. We have showcased
to help preparers understand how to apply
but of little practical help. IFRS News Crunchtime, a publication produced by
the standards.
explains the practical consequences of the PwC's Energy & Utilities group on IFRS as it
The monthly newsletter is published by accounting standards. Companies that have relates to power companies. We have made
PwC's Global Corporate Reporting Group - been acquisitive or are planning a large these issues accessible not just to those who
the global technical team. We participate in acquisition in the future need to understand understand the power industry but to a
the standard-setting process, but our clients the volatility inherent in a model that drives wider market so others can see how the
have to produce the financial statements. them to more intangibles and the issues may apply to them. For example,
They need to understand how to come up impairment only of goodwill. They want to decommissioning obligations, emissions
with the debits and credits. know the implications of the proposals in trading and own-use exemptions on
order to deal with them in the most practical commodities contracts will apply to many
The readership way. different industries.

The readers are senior staff within IFRS News is written in plain English. This One of the most effective ways of providing
companies that apply IFRS or that are means shorter sentences, clear examples, specialist services, including IFRS
making the transition to IFRS, such as chief avoiding jargon and explaining the jargon conversions, is via an industry-specific
accountants and heads of financial where it has to be used. The 'jargon buster' approach. Companies want to engage
reporting. Some issues will be of interest to in the IAS 39 series is a good example [see auditors and advisers who don't need to
CFOs, but the publication is principally p3]. There is nothing mystical about have the basic concepts about the industry
directed at those responsible for financial financial instruments. There are some explained to them. PwC's industry groups
reporting in public companies. It is also for horrifyingly complex derivatives and recognise the importance of the IFRS
PwC's engagement partners, directors and products, but competent engagement transition serivce offering. They work with
senior managers who need to support these partners can deal with 80% of financial GCRG to develop their position on industry
companies in applying IFRS. One of the instruments accounting questions on their technical issues under IFRS so they don't
problems with the increasing complexity of own. have to reinvent the wheel on every
accounting standards in general, not just engagement. In addition, each of the GCRG
English is not the native language of many of
IFRS, is the risk of deskilling, in particular partners has responsibility for a specific
our readers. Any nuance we introduce is
among senior staff. If you do not deal with industry. We harness our relationships with
written in such a way that it can survive the
the issues on a day-to-day basis, you lose the industries and give them exposure in
translation process. You could call it
touch. PwC partners who use IFRS News can IFRS News.
principles-based writing.
have informed discussions with clients; those The interviews we have published have been
responsible for financial reporting within informative, and the interviewees have all
companies should be able to keep up to
What issues does IFRS News cover?
had something interesting to say. But I am
speed with issues. We write digestible, practical articles about also keen to give preparers the opportunity
the EDs and IFRSs. The trend in standard- to present a different point of view. Standard
IASB members are also interested in
setting means that it is difficult to cover an setters are interested in IFRS being
digestible and understandable news on the
issue such as first-time adoption in a single conceptually sound and providing reliable
key issues. I imagine they're interested to see
article. It would be possible to write a information; preparers want practical
how at least one large firm views their efforts
recitation of the text of IFRS 1; however, an standards, to apply IFRS for a reasonable
and interprets their work. National standard
engagement partner and the head of cost, and to avoid volatility (especially
setters, regulators and members of the
financial reporting will be more interested to debits) in the income statement. It would be
European Commission receive the
learn how the six exemptions might be interesting to publish the balanced, practical
publication. It is also of interest to PwC's
useful to his company as it adopts IFRS. We views of a preparer of stature.
national technical teams, many of whom
have therefore published a series on first-
translate articles and use them in other
time adoption, covering exemptions,
media.

IFRS News
5
Interview

We publish country profiles so that one detail. It is all very well to have one group of for hedge accounting - group effectiveness
country knows what is happening in as trading, and to use them for speculative testing and documentation?
another, and they can share and leverage activity and balancing net purchase and
One accounting policy decision could drive
each other's successes. These articles also sales requirements. But the majority of the
another 50 practical questions. IFRS News
build recognition for the PwC experts in book will be designated as own use, and
will continue to explain these implications
those countries. There is no way that GCRG these contracts will be entered into and
while preparers are choosing their
could cope with the technical aspects of continued with the intention of being used
accounting policies.
2005 alone. It will need everybody pulling for the company's own needs. How do you
together, and the country profiles recognise operationalise that? The IASB will continue to debate and plan
the key role of the territories. during the quiet period. IFRS is a building
! What goes into the trading book?
site, as chairman of the German standard
What is the future of IFRS News? ! What does 'entered into and held for setter Liesel Knorr told IFRS News in a
trading' mean in practice? recent interview. It's likely to be so for the
We're not going to close down while the next five to seven years.
Board is in its quiet period (between the ! Once these items are in the trading book,
publication of the standards that form the what happens if you have one contract in It's hard to make accounting fun to read
'stable platform' in April and the end of the physical book? about, but I hope that when IFRS News
2004). Many companies will have to chose arrives in readers' mailboxes they don't open
! If you have a power failure and have to net
their accounting policies over the coming it with dread or that it is not an 'auto-delete'.
settle, does that taint the physical book?
months. They will be collating information to
assess what the results will be, and the ! What do you do with the trading book?
impact of those policies. You have to mark it to market, but does
any of it qualify for hedge accounting? If
The key thing to remember when applying so, what kind of hedge accounting?
or adopting IFRS is that the devil is in the
energy purchase contracts that are classified ! If it qualifies, does the company want to
go through all the requirements to qualify

IASB Update - In brief

Improvements project -
14 revised standards published
The IASB last month published the final The improvements result in some of the SIC ! IAS 21, The Effects of Changes in Foreign
Improvements Project standards. The revised interpretations being withdrawn, as they Exchange Rates;
standards will impact all IFRS reporters and have been incorporated into the revised
! IAS 24, Related Party Disclosures;
companies moving to IFRS, but every standards.
company will be affected differently. ! IAS 27, Consolidated Financial Statements
The following standards have been
Preparers need to analyse the implications and Accounting for Investments in
addressed:
carefully. Subsidiaries;
! IAS 1, Presentation of Financial
The purpose of the Board's project was to ! IAS 28, Accounting for Investments in
Statements;
reduce or eliminate alternative or redundant Associates;
accounting treatments as well as conflicts ! IAS 2, Inventories;
! IAS 31, Financial Reporting of Interests in
within the standards that were inherited from
! IAS 8, Net Profit or Loss for the Period, Joint Ventures;
the IASB's predecessor body, the IASC. The
Fundamental Errors and Changes in
completion of this project is an important ! IAS 33, Earnings Per Share;
Accounting Policies;
milestone in completing the stable platform
! IAS 40, Investment Property;
for 2005. ! IAS 10, Events After the Balance Sheet
Date; Most of these Standards (except IAS 1, IAS 8
The improved standards will be effective for
and IAS 27) are available in the form of a
periods starting on or after 1 January 2005, ! Withdrawal of IAS 15, Information
Provisional Final Draft.
although earlier adoption is encouraged. All Reflecting the Effect of Changing Prices;
changes of each standard must be
! IAS 16, Property, Plant and Equipment;
implemented at the same time. Selective
application of different elements within an ! IAS 17, Leases;
individual standard is not permitted.

IFRS News
6
New Publications

Similarities and differences -


IFRS and Luxembourg GAAP
This publication by PricewaterhouseCoopers Company Law of 10 August 1915 as individual sections where key divergences
is for those who wish to gain a broad modified. are highlighted and the likely impact of
understanding of the key similarities and recent proposals are explained. If you would
The first section provides a summary of
differences between International Financial like to receive a copy of the publication,
current IFRS developments. The second
Reporting Standards (IFRS) and Luxembourg please contact Nadine Schang at +352 49
section provides a summary of the
Generally Accepted Accounting Principles 48 48 6113. You find also the publication in
similarities and differences between the
(LUX GAAP). The LUX GAAP material in this pdf-format under www.pwc.com/lu.
accounting frameworks and then refers to
brochure is based on the Commercial

IFRS News - revised IAS 32 and IAS 39


Revised IAS 32, Financial Instruments: The publication Financial Instruments under transition rules for both existing IFRS
Disclosure and Presentation, and revised IAS IFRS provides a broad overview of preparers and first-time adopters.
39, Financial Instruments: Recognition and requirements of revised IAS 32, Financial
A number of appendices are included at the
Measurement have been published by the Instruments: Disclosure and Presentation,
back of the publication, one of which
IASB in December 2003. These represent the and revised IAS 39, Financial Instruments:
compares the new requirements with those
completion of a significant stage in the Recognition and Measurement.
in the current versions of IAS 32 and IAS 39
IASB's programme to put IFRS in place for
It has separate chapters dealing with: the and in the June 2002 exposure draft. So,
entities adopting for the first time in 2005.
scope of the requirements; debt/equity whether you are an existing IFRS preparer or
The revisions are far from superficial. The classification; initial recognition and a first-adopter, it provides an easy way to
IASB has rewritten the derecognition rules classification; derecognition; subsequent identify the key changes.
and has made a number of changes in other measurement, fair values and impairment;
If you would like to receive a copy of the
key areas. These will have a significant and hedge accounting.
publication, please contact Nadine Schang,
impact on existing IFRS reporters, some of
The main chapters provide an "at a glance" tel. +352 49 48 48 6113 or visit our
whom may choose to adopt the revised
summary of the key issues of the topic. They website: www.pwc.com/lu
standards earlier than 1 January 2005
also contain a summary of the respective
operative date.

Applying IFRS for Banks


Applying IFRS for Banks was launched last The banking solutions and corporate
month. This interactive application solutions are available through
guidance adds 130 solutions to the 800 ComperioIAS, PwC's electronic research
real-life accounting solutions for tool. For more information, contact
corporates. The solutions illustrate how IAS
Marianne Weydert -
and IFRS are applied in practice, both for
marianne.weydert@lu.pwc.com
entities currently using IFRS and those
Tel: +352 49 48 48 6113
moving to IFRS in the future.

IFRS News
7
Contacts

IFRS News is a monthly publication of PricewaterhouseCoopers. It focuses on


the business implications of the IASB's proposals and new standards.
Should you need any information, please do not hesitate to contact one of the
following specialists:

Head of IFRS Transition Group - Laurent Marx


Email: laurent.marx@lu.pwc.com. Tel.: (352) 49 4848 2117

IFRS Technical Group - Philippe Duren, Günter Simon


Email: philippe.duren@lu.pwc.com. Tel.: (352) 49 4848 2527
Email: gunter.simon@lu.pwc.com. Tel.: (352) 49 4848 6154

IFRS Learning Solutions - Marianne Weydert


Email: marianne.weydert@lu.pwc.com. Tel.: (352) 49 4848 6113

IFRS IT Solutions - Jean-Philippe Ricard


Email: jean-philippe.ricard@lu.pwc.com. Tel.: (352) 49 4848 4070
Karl-Heinz Jäckel
Email: karl-heinz.jackel@lu.pwc.com. Tel.: (352) 49 4848 4017

Editor - Marketing & Communications Department PricewaterhouseCoopers


Luxembourg

www.pwc.com/lu

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