BC8. The PCC decided that the scope of this Update should be consistent with the scope of the Private Company Decision-Making Framework with the exception of financial institutions. That scope includes all entities, except for public business entities, not-for-profit entities, and employee benefit plans within the scope of Topics 960 through 965 on plan accounting. The PCC decided to exclude financial institutions from the scope of this Update considering that those entities generally use numerous derivative instruments recorded at fair value and, therefore, introducing the concept of settlement value for certain types of swaps could be confusing to users. The PCC concluded that financial institutions generally also have adequate resources to comply with the current U.S. GAAP requirements in Topic 815. Furthermore, the PCC noted that application of the scope exception in paragraph 825-10-50-3 to swaps accounted for under the simplified accounting approach may not be appropriate for financial institutions considering their greater exposure to financial instruments and the relevance of fair value accounting for those instruments. The Board and the PCC acknowledge that decisions about whether an entity may apply permitted alternatives within U.S. GAAP for private companies may ultimately be determined by regulators, lenders, and other creditors or other financial statement users that require U.S. GAAP financial statements.
BC9. The PCC deliberated whether swaps other than "plain-vanilla" swaps should be allowed use of the simplified hedge accounting approach. The PCC decided to limit the simplified hedge accounting approach to a narrow set of circumstances such that the approach addresses the prevalent practice issue of a private company entering into a "plain-vanilla" receive-variable, pay-fixed interest rate swap for the purpose of economically converting a variable-rate borrowing into a fixed-rate borrowing. As such, the PCC observed that use of other than "plain-vanilla" swaps may reflect more sophisticated structured financing arrangements that would not provide the sufficiently narrow set of circumstances to apply the simplified hedge accounting approach.
BC10. The PCC decided to allow interest rates other than benchmark interest rates in applying the simplified hedge accounting approach. In the United States, currently only the interest rates on direct Treasury obligations of the U.S. government, the Fed Funds Effective Swap Rate (also referred to as the Overnight Index Swap Rate), and, for practical reasons, the LIBOR swap rate are considered benchmark interest rates under Topic 815. The PCC acknowledged that swaps are most commonly based on benchmark interest rates and, in a vast majority of the circumstances under which the private company enters into a swap to economically convert a variable-rate borrowing into a fixed-rate borrowing, that swap is generally a "plain-vanilla" swap. However, to address instances in which the private company may have a borrowing based on an interest rate that is not considered a benchmark (for example, Prime Rate) and a corresponding swap based on that same index, the PCC decided that as long as the borrowing and the swap are based on the same index and reset period, even if that index is the Prime Rate or any other interest rate that is not considered a benchmark, application of the simplified hedge accounting approach should be permitted.
BC11. The PCC noted that including an interest rate floor in borrowings during periods of low interest rates is not uncommon and does not contradict the objective of economically having a fixed-rate borrowing. Similarly, in a high-interest environment, a cap on interest rates could be included. Therefore, the PCC also allowed application of the simplified hedge accounting approach when a floor or a cap feature is included in the swap but only when there is a comparable provision in the borrowing. The PCC noted that, for this purpose, comparable does not necessarily mean equal. For example, if the swap's variable rate is LIBOR and the borrowing's variable rate is LIBOR plus 2 percent, a 10 percent cap on the swap would be comparable to a 12 percent cap on the borrowing.
BC12. The PCC acknowledged that under Topic 815 cash flow hedges established through the use of a forward-starting swap may be permitted in applying the simplified hedge accounting approach if the occurrence of forecasted interest payments to be swapped is probable. In reaching that decision, the PCC observed that it is not uncommon under current U.S. GAAP for a forecasted transaction involving a forward-starting swap to be deemed perfectly effective using an approach such as the hypothetical-derivative method. The PCC noted that, assuming an entity still meets the other criteria in paragraph 815-20-25-131D, the removal of a criterion prohibiting forward-starting swaps provides private companies with a practical expedient to apply hedge accounting in arrangements that, under current U.S. GAAP, would likely be assessed to be highly effective. In addition, the PCC noted that when the forecasted interest payments are no longer probable of occurring, a cash flow hedging relationship will no longer qualify for the simplified hedge accounting approach. At the time of such disqualification (that is, dedesignation), the gain or loss on the swap in accumulated other comprehensive income will be reclassified to earnings in accordance with paragraphs 815-30-40-1 through 40-6 with the swap measured at fair value on the date of change and subsequent changes in fair value reported in earnings in accordance with paragraph 815-10-35-2.
BC13. The PCC obtained feedback that the requirements in paragraph 815-20-25-131D(d), which states that the swap's fair value at inception must be at or near zero, are not clear as to whether at or near zero would include related transaction costs or initial up-front payments. The PCC decided that the fair value of the swap may be other than zero (that is, near zero) at the inception of the hedging relationship only if the swap was entered into at the relationship's inception, the transaction price of the swap was zero in the entity's principal market (or most advantageous market), and the difference between transaction price and fair value is attributable solely to differing prices within the bid-ask spread between the entry transaction and a hypothetical exit transaction.
BC14. The PCC obtained stakeholder feedback that the original simplified hedge accounting approach proposal was unclear as to whether the simplified hedge accounting approach would be permitted for arrangements in which borrowers have the option to select the interest rate index (for example, LIBOR, Prime) and/or the reset frequency (for example, monthly, quarterly). To be consistent with the PCC's intent in the original simplified hedge accounting approach proposal, a variable-rate borrowing with an option to select the interest rate index will not automatically disqualify a preparer from utilizing the simplified hedge accounting approach as long as both the interest rate and reset period on the swap and the interest rate and reset period on the borrowing are based on the same index and reset period at the inception of a receive-variable, pay-fixed interest rate swap arrangement. If in subsequent reporting periods the borrower elects a change in the index and reset period to a rate that is different from that in the swap contract, the relationship will no longer qualify for the simplified hedge accounting approach because the condition in paragraph 815-20-25-131D(a) is no longer met. At the time of such disqualification (that is, dedesignation), the gain or loss on the swap in accumulated other comprehensive income will be reclassified to earnings in accordance with paragraphs 815-30-40-1 through 40-6 with the swap measured at fair value on the date of change and subsequent changes in fair value reported in earnings in accordance with paragraph 815-10-35-2.
BC15. The PCC noted that the provision of "a few days" in paragraph 815-20-25-131D(c) does not require further elaboration; instead, application of that phrase may be left up to practice to determine in applying the alternative approaches. In carrying out that determination, the PCC observed that "a few days" is not intended to provide a blanket or extended period of exception from the criterion that "the repricing and settlement dates for the swap and the borrowing match" but is provided only as a means to address administrative or other practicability concerns. The PCC noted that this approach is preferable to specifying any bright-line threshold, for example, a difference of no more than five days.
BC16. As originally stated in the proposal, private companies applying the approach would have had up until within "a few weeks" to complete the documentation required by paragraph 815-20-25-3. The PCC obtained stakeholder feedback that completing documentation within "a few weeks" could be an administrative burden for private companies because many do not consider the accounting implications of significant contracts such as long‐term debt and swap agreements until preparing the annual financial statements. In addition, the PCC observed that many private companies lack the expertise and accounting resources and may require the assistance of a public accountant or a third party to comply with the documentation requirements in Topic 815. The PCC considered whether additional time for formal hedge documentation could provide private companies with an opportunity to "look back" on the performance of the swap and then decide whether to apply hedge accounting to potentially manage earnings. In considering that viewpoint, the PCC noted that private company financial statement users may focus on different key operating metrics than what public company financial statement users focus on. Users of private company financial statements, for example, generally focus on adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), a measure that excludes interest expense. While many public company financial statement users also focus on adjusted EBITDA, many also focus on earnings per share, a measure derived from net income that includes the effect of interest expense. Furthermore, the lender to a private company may be its primary financial statement user and, therefore, may have greater access to information about the swap transaction in instances in which the lender facilitated the swap transaction or is the swap counterparty. The PCC decided that the potential benefits to private companies in terms of relief in the application of hedge accounting ultimately outweigh the shortcomings of the ability to "look back" on the performance of the swap. As such, the PCC decided that in applying the simplified hedge accounting approach, the documentation required by paragraph 815-20-25-3 to qualify for hedge accounting must be completed by the date on which the first annual financial statements are available to be issued after hedge inception. The PCC noted that this relief is provided as a means to address the administrative and practicability concerns that were received through stakeholder feedback.
BC17. The PCC received stakeholder feedback expressing concern about the use of settlement value in situations in which the swap counterparty's credit position deteriorates after the inception of the swap arrangement. The use of settlement value, for example, could significantly overstate a swap asset when a borrower expects to receive payments from a swap counterparty with high credit risk. The PCC noted that the current guidance in Topic 815 addresses that concern. That is, the effectiveness of the swap in economically converting a variable-rate borrowing into a fixed-rate borrowing involves assessing the likelihood of the counterparty's compliance with the contractual terms of the swap. As such, to initially (and subsequently) qualify for the simplified hedge accounting approach, a private company would have to satisfy the requirements in Topic 815 regarding the consideration of counterparty credit risk and the possibility of default by the counterparty to a hedging derivative.
BC18. The PCC decided to address scope requirements in Topic 825, which provides guidance on required disclosures about the fair value of financial instruments for assets and liabilities that are not measured at fair value in the statement of financial position for which it is practicable to estimate fair value. In accordance with paragraph 825-10-50-3, entities are exempt from Topic 825 fair value disclosures only if all of the following conditions are met:
- The entity is a nonpublic entity.
- The entity's total assets are less than $100 million on the date of the financial statements.
- The entity has no instrument that, in whole or in part, is accounted for as a derivative instrument under Topic 815 other than commitments related to the origination of mortgage loans to be held for sale during the reporting period.
For the purpose of evaluating whether Topic 825 disclosures about the fair value of financial instruments are required, the PCC decided that a swap recorded under the simplified hedge accounting approach is not considered a derivative instrument under Topic 815. In reaching that decision, the PCC observed that one of the general principles behind the scope exception in paragraph 825-10-50-3 is to exempt nonpublic entities that are not engaged in complex financial transactions from additional disclosure requirements related to the fair value of financial instruments. Because the types of swaps accounted for under the simplified hedge accounting approach are commonly used by private companies, the PCC believes that those swaps do not represent complex financial transactions and, therefore, should not trigger additional fair value disclosure requirements.