BC10. In the proposed Update, the Board decided to limit the scope of the indefinite deferral to investments held by nonpublic employee benefit plans in their plan sponsor's own nonpublic entity equity securities, regardless of what other nonpublic entity equity securities are held by the nonpublic employee benefit plan. Some respondents suggested expanding the scope of investments in the proposed Update also to include equity securities of the plan sponsor's nonpublic affiliated entities. Those respondents stated that certain quantitative disclosures about equity securities of their plan sponsor's nonpublic affiliated entities also would release proprietary information through dissemination of their employee benefit plan financial statements on the regulator's website.
BC11. During redeliberations, the Board decided to expand the scope of the indefinite deferral to investments held by nonpublic employee benefit plans in their plan sponsor's own nonpublic entity equity securities, including equity securities of their plan sponsor's nonpublic affiliated entities. The Board favored this scope because it will prevent the disclosure of proprietary information for the nonpublic employee benefit plans own plan sponsor's and affiliated entities nonpublic entity equity securities. Disclosure requirements of other nonpublic entity equity securities held by the nonpublic employee benefit plan would not be considered proprietary to the plan, its own plan sponsor, or its plan sponsor's affiliated entities. Therefore, those disclosures are not included in the scope of the indefinite deferral.
BC12. The Board considered whether the indefinite deferral should be limited to a situation in which a nonpublic employee benefit plan holds an investment in its plan sponsor's own nonpublic entity equity securities, but only if that investment is the only nonpublic entity equity investment of the nonpublic employee benefit plan. Some Board members indicated that the aggregation of other nonpublic entity equity securities with its plan sponsor's own nonpublic entity equity securities would reasonably prevent specific identification of the proprietary information. Other Board members were concerned that the nonpublic employee benefit plan could hold an inadequate amount of other nonpublic entity equity securities in the same class within the fair value hierarchy in which to aggregate with its plan sponsor's own nonpublic entity equity securities. The inability to aggregate could result in the distribution of proprietary information of nonpublic entities through the release of nonpublic employee benefit plan financial statements on the regulator's website.
BC13. The Board decided to limit the indefinite deferral to quantitative information about the significant unobservable inputs used in Level 3 fair value measurement. The quantitative information represents proprietary information about key assumptions used by a nonpublic plan sponsor and the plan sponsor's nonpublic affiliated entities to value its stock.
BC14. The Board decided to exclude the qualitative disclosures in paragraph 820-10-50-2(bbb)(1) and (f) from the indefinite deferral because the qualitative disclosures will be relevant to the primary users of the financial statements but will not reveal a plan sponsor's or a plan sponsor's affiliated entities proprietary information.
BC15. In the proposed Update, the proposed definition of nonpublic employee benefit plan was described as an employee benefit plan other than those that are subject to the Securities and Exchange Commission's Form 11-K filing requirements. A few respondents noted that some employee benefit plans file a Form 10-K/A rather than a Form 11-K and suggested defining nonpublic employee benefit plan as “any employee benefit plan that is not subject to the Securities and Exchange Commission's filing requirements” rather than the proposed definition of “an employee benefit plan other than those that are subject to the Securities and Exchange Commission's Form 11-K filing requirements.”
BC16. During redeliberations, the Board decided to revise the description of the nonpublic employee benefit plan to an employee benefit plan other than those plans that are subject to the Securities and Exchange Commission's filing requirements. Because some plans file Form 10-K/A rather than Form 11-K, the Board revised the description to be less specific in nature.
BC17. A few respondents asked the Board to clarify the applicability of the proposed definition of nonpublic employee benefit plan throughout U.S. GAAP. That is, those respondents questioned whether this definition would only apply to the proposed Update or whether it would be applied in future Accounting Standards Updates.
BC18. A respondent suggested replacing the proposed term nonpublic employee benefit plan with the description of the employee benefit plans included in the scope of the proposed Update. The respondent stated that stakeholders may be confused about how to classify the employee benefit plan of a public entity (for example, a public entity versus a nonpublic employee benefit plan).
BC19. Given the confusion that respondents indicated may arise about the applicability of the proposed definition in either Topic 820 or all Topics in the Codification, the Board decided during redeliberations not to include this proposed definition in the Master Glossary to clarify that it does not apply to all Topics in the Codification. Instead, the Board decided to simply describe these employee benefit plans in the amendments to the Codification relating to this deferral without using the term nonpublic employee benefit plan. The description of such employee benefit plans is included in paragraph 820-10-65-9.
BC20. In the proposed Update, the Board amended paragraph 820-10-65-8 by adding subparagraph (a)(3)(i). Because the pending content in Update 2011-04 is now final, the transition paragraph 820-10-65-8 was removed before this final Update was issued. Therefore, the amendment to paragraph 820-10-65-8 was moved to new paragraph 820-10-65-9.