5.5 Disclosure Requirements
This section discusses the disclosure
requirements in ASC 460.
The requirements in ASC 460-10-50-2 through 50-4 apply to guarantees,
including guarantees that are outside the scope of ASC 460-10-15-4; however, they do not
apply to the guarantees described in ASC 460-10-15-7.
ASC 460-10
50-1 The requirements in paragraphs
460-10-50-2 through 50-4 apply to guarantees, including
guarantees that are outside the scope of paragraph 460-10-15-4;
however, they do not apply to guarantees described in paragraph
460-10-15-7.
50-2 An entity
shall disclose certain loss contingencies even though the
possibility of loss may be remote. The common characteristic of
those contingencies is a guarantee that provides a right to
proceed against an outside party in the event that the guarantor
is called on to satisfy the guarantee. Examples include the
following:
- Guarantees of indebtedness of others, including indirect guarantees of indebtedness of others
- Obligations of commercial banks under standby letters of credit
- Guarantees to repurchase receivables (or, in some cases, to repurchase the related property) that have been sold or otherwise assigned
- Other agreements that in substance have the same guarantee characteristic.
50-3 The disclosure
shall include the nature and amount of the guarantee.
Consideration should be given to disclosing, if estimable, the
value of any recovery that could be expected to result, such as
from the guarantor’s right to proceed against an outside
party.
50-4 A guarantor shall disclose all
of the following information about each guarantee, or each group
of similar guarantees, even if the likelihood of the guarantor’s
having to make any payments under the guarantee is remote:
- The nature of the guarantee, including
all of the following:
- The approximate term of the guarantee
- How the guarantee arose
- The events or circumstances that would require the guarantor to perform under the guarantee
- The current status (that is, as of the date of the statement of financial position) of the payment/performance risk of the guarantee (for example, the current status of the payment/performance risk of a credit-risk-related guarantee could be based on either recently issued external credit ratings or current internal groupings used by the guarantor to manage its risk)
- If the entity uses internal groupings for purposes of item (a)(4), how those groupings are determined and used for managing risk.
- All of the following information about
the maximum potential amount of future payments under
the guarantee:
- The maximum potential amount of future payments (undiscounted) that the guarantor could be required to make under the guarantee, which shall not be reduced by the effect of any amounts that may possibly be recovered under recourse or collateralization provisions in the guarantee (which are addressed under (d) and (e))
- If the terms of the guarantee provide for no limitation to the maximum potential future payments under the guarantee, that fact
- If the guarantor is unable to develop an estimate of the maximum potential amount of future payments under its guarantee, the reasons why it cannot estimate the maximum potential amount.
- The current carrying amount of the liability, if any, for the guarantor’s obligations under the guarantee (including the amount, if any, recognized under Section 450-20-30 or Subtopic 326-20 on financial instruments measured at amortized cost), regardless of whether the guarantee is freestanding or embedded in another contract
- The nature of any recourse provisions that would enable the guarantor to recover from third parties any of the amounts paid under the guarantee
- The nature of any assets held either as collateral or by third parties that, upon the occurrence of any triggering event or condition under the guarantee, the guarantor can obtain and liquidate to recover all or a portion of the amounts paid under the guarantee
- If estimable, the approximate extent to which the proceeds from liquidation of assets held either as collateral or by third parties would be expected to cover the maximum potential amount of future payments under the guarantee.
See the Product Warranties Subsection of Section
460-10-50 for an exception to the requirements of (b).
50-5 The disclosures required by
this Subsection do not eliminate or affect the following
disclosure requirements:
- The requirements in the General Subsection of Section 825-10-50 that certain entities disclose the fair value of their financial guarantees issued
- The requirements in paragraphs 450-20-50-3 through 50-4 that an entity disclose a contingent loss that has a reasonable possibility of occurring
- The requirements in the Disclosure Sections of Topic 815, which apply to guarantees that are accounted for as derivatives
- The requirements in Section 275-10-50 that an entity disclose information about risks and uncertainties that could significantly affect the amounts reported in the financial statements in the near term. See Example 1 (paragraph 460-10-55-25) for an illustration of the required disclosure.
- The requirements in Section 326-20-50 that an entity disclose information on the measurement of credit loss.
In addition to the disclosure requirements for contingencies and
uncertainties in ASC 275 that are discussed in Section 2.8, ASC 275-10-50-15(j) contains
incremental guarantee-related disclosure requirements related to estimates that are
particularly sensitive to changes in the near term. These requirements are illustrated
in ASC 460-10-55-25 through 55-27.
ASC 460-10
55-25 This Example
illustrates the disclosure required by paragraph 275-10-50-15(j)
of the potential near-term effect of a change in estimate of a
contingent liability resulting from the guarantee of the debt of
another entity. Entity A’s loss of customers causes the
potential for a near-term material change in that estimate
within the next fiscal year. Although disclosure of Entity A’s
ongoing efforts to replace those customers is not required, this
additional information may be presented.
55-26 Entity
A operates a shipping center in Local City. In 19X0, Entity A
decided to raise money for modernization of facilities through a
debt offering. In order for the offering to take place, Entity
B, a local manufacturer, agreed to guarantee the bonds if Entity
A’s revenues were insufficient to pay debt service. In May 19X4
(four years later when the bonds had an outstanding balance of
$55 million), Entity A lost two of its major shipping customers,
constituting 35 percent of its prior-year revenues, to a
competitor in a neighboring port. At Entity B’s June 30, 19X4,
year end, Entity A was directing substantial efforts toward
finding new customers. It is reasonably possible, however, that
Entity A will not replace the lost revenue in time to pay debt
service installments at December 30, 19X4, and June 30, 19X5,
totaling $6 million.
55-27 Entity B
would make the following disclosure.
In 19X0, Entity B guaranteed the Series AA
debt of Entity A, which operates a shipping center within Local
City. Entity B continues as guarantor of such debt totaling $55
million. In May 19X4, Entity A lost two of its major customers.
Although Entity A is directing substantial efforts toward
obtaining new customers, it is at least reasonably possible that
Entity A will not replace lost revenues sufficient to make its
December 19X4 and June 19X5 debt service payments totaling $6
million. If so, Entity B will become responsible for repayment
of at least a portion of that amount and possibly additional
amounts over the debt term. A liability of $XX has been reported
in Entity B’s financial statements pending the outcome of Entity
A’s efforts during the next fiscal year.
5.5.1 Guarantees Issued by Related Parties
ASC 460 requires disclosures that are incremental to
those in ASC 850.
ASC 460-10
50-6 Some
guarantees are issued to benefit entities that are related
parties such as joint ventures, equity method investees, and
certain entities for which the controlling financial
interest cannot be assessed by analyzing voting interests.
In those cases, the disclosures required by this Topic are
incremental to the disclosures required by Topic 850.
ASC 850-10
50-1 Financial
statements shall include disclosures of material related
party transactions, other than compensation arrangements,
expense allowances, and other similar items in the ordinary
course of business. However, disclosure of transactions that
are eliminated in the preparation of consolidated or
combined financial statements is not required in those
statements. The disclosures shall include:
- The nature of the relationship(s) involved
- A description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements
- The dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period
- Amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement
- The information required by paragraph 740-10-50-17.
50-6 If the
reporting entity and one or more other entities are under
common ownership or management control and the existence of
that control could result in operating results or financial
position of the reporting entity significantly different
from those that would have been obtained if the entities
were autonomous, the nature of the control relationship
shall be disclosed even though there are no transactions
between the entities.
If a principal shareholder or another related party issues a guarantee that benefits
the reporting entity, the guarantee should be disclosed in the entity’s financial
statements.
5.5.2 Guarantees Obtained by a Reporting Entity Related to Its Own Assets, Liabilities, or Equity Securities
In addition to providing the disclosures required by ASC 460 for
entities that issue guarantees, an entity should disclose instances in which it
purchases or otherwise receives guarantees related to its own assets, liabilities,
or equity securities. Financial statement users may find that information useful in
assessing the entity’s access to liquidity or its ability to obtain financing.
5.5.3 Subsequent Events
ASC 855-10
25-3 An entity
shall not recognize subsequent events that provide evidence
about conditions that did not exist at the date of the
balance sheet but arose after the balance sheet date but
before financial statements are issued or are available to
be issued. See paragraph 855-10-55-2 for examples of
nonrecognized subsequent events.
55-2 The following are examples
of nonrecognized subsequent events addressed in paragraph
855-10-25-3:
- Sale of a bond or capital stock issued after the balance sheet date but before financial statements are issued or are available to be issued
- A business combination that occurs after the balance sheet date but before financial statements are issued or are available to be issued (Topic 805 requires specific disclosures in such cases.)
- Settlement of litigation when the event giving rise to the claim took place after the balance sheet date but before financial statements are issued or are available to be issued
- Loss of plant or inventories as a result of fire or natural disaster that occurred after the balance sheet date but before financial statements are issued or are available to be issued
- Changes in estimated credit losses on receivables arising after the balance sheet date but before financial statements are issued or are available to be issued
- Changes in the fair value of assets or liabilities (financial or nonfinancial) or foreign exchange rates after the balance sheet date but before financial statements are issued or are available to be issued
- Entering into significant commitments or contingent liabilities, for example, by issuing significant guarantees after the balance sheet date but before financial statements are issued or are available to be issued.
A significant commitment or contingent liability, such as a
guarantee contract, entered into after the balance sheet date but before the
financial statements are issued (or available to be issued) is an example of a
nonrecognized subsequent event. In accordance with ASC 855-10-50-2, an entity should
consider whether such a contract should be disclosed to prevent the financial
statements from being misleading. In that case, the entity should disclose (1) the
nature of the guarantee and (2) an estimate of its financial effect or a statement
that the financial effect cannot be estimated.