FASB Issues Standard to Amend Required Fair Value Measurement Disclosures (August 31, 2018)

FASB Issues Standard to Amend Required Fair Value Measurement Disclosures

by Chase Hodges and Adrian Mills, Deloitte & Touche LLP

Introduction

On August 28, 2018, the FASB issued ASU 2018-13,1 which changes the fair value measurement disclosure requirements of ASC 820.2 The amendments in this ASU are the result of a broader disclosure project called FASB Concepts Statement, Conceptual Framework for Financial Reporting — Chapter 8: Notes to Financial Statements, which the Board finalized on August 28, 2018. The Board used the guidance in the Concepts Statement to improve the effectiveness of ASC 820’s disclosure requirements.

This Heads Up summarizes the key provisions of ASU 2018-13, including the new, eliminated, and modified disclosure requirements of ASC 820. As noted below, the applicability of the changes the ASU makes to ASC 820 can depend on whether the entity is a nonpublic entity.3

Unless specified below, the changes apply to all entities. The appendix contains illustrative examples from ASU 2018-13.

The ASU is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted for any eliminated or modified disclosures upon issuance of this ASU.

ASU 2018-13 at a Glance

The table below summarizes the amendments to the fair value measurement disclosure requirements of ASC 820 that will take effect upon adoption of ASU 2018-13. The table is followed by a detailed explanation of the key changes.

	Applicable to:
Summary of Changes to ASC 820	Other-Than-Nonpublic Entities	Nonpublic Entities
New Disclosure Requirements:
Changes in unrealized gains or losses included in other comprehensive income (OCI) for recurring Level 3 fair value measurements held at the end of the reporting period	Yes	No
Explicit requirement to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements	Yes	No4
Eliminated Disclosure Requirements:
Amount of and reasons for transfers between Level 1 and Level 2	Yes	No5
Valuation processes for Level 3 fair value measurements	Yes	Yes
Policy for timing of transfers between levels of the fair value hierarchy	Yes	Yes
Changes in unrealized gains and losses included in earnings for recurring Level 3 fair value measurements held at the end of the reporting period	No	Yes
Modified Disclosure Requirements:
Deletion of “at a minimum” from the phrase “an entity shall disclose at a minimum” to promote the appropriate exercise of discretion by entities	Yes	Yes
Ability to disclose transfers into and out of Level 3 and purchases and issues of Level 3 assets and liabilities in lieu of reconciling the opening balances to the closing balances of recurring Level 3 fair value measurements	No	Yes
Clarification that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date	Yes	No6
For investments in certain entities that calculate net asset value, a requirement to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly	Yes	Yes

Key Changes Made to ASC 820 by ASU 2018-13

Objective

The ASU modifies the disclosure objective paragraphs of ASC 820 to eliminate (1) “at a minimum” from the phrase “an entity shall disclose at a minimum” and (2) other similar “open-ended” disclosure requirements to promote the appropriate exercise of discretion by entities. The disclosure objective added in ASC 820-10-50-1C states:

The objective of the disclosure requirements in this Subtopic is to provide users of financial statements with information about assets and liabilities measured at fair value in the statement of financial position or disclosed in the notes to financial statements:

The valuation techniques and inputs that a reporting entity uses to arrive at its measures of fair value, including judgments and assumptions that the entity makes
The uncertainty in the fair value measurements as of the reporting date
How changes in fair value measurements affect an entity’s performance and cash flows.

New Disclosure Requirements

The new disclosure requirements in ASU 2018-13 discussed below are not applicable to nonpublic entities.

Level 3 Changes in Unrealized Gains or Losses

Under ASU 2018-13, entities are required to disclose the amount of total gains or losses for the period recognized in OCI that is attributable to fair value changes in assets and liabilities held as of the balance sheet date and categorized within Level 3 of the fair value hierarchy (see ASC 820-10-50-2(d)). This disclosure requirement is incremental to the existing requirement to disclose such total unrealized gains or losses for the period recognized in earnings (or changes in net assets) under ASC 820-10-50-2(d). A nonpublic entity is not required to apply either of these requirements.

Level 3 Range and Weighted Average Used to Develop Significant Unobservable Inputs

Entities currently must provide quantitative information about significant unobservable inputs for Level 3 fair value measurements. The amendments under ASU 2018-13 add an incremental requirement for entities to disclose (1) the range and weighted average used to develop significant unobservable inputs7 and (2) how the weighted average was calculated for fair value measurements categorized within Level 3 of the fair value hierarchy. Entities may disclose other quantitative information in lieu of the weighted average if they determine that such information embodies a more reasonable and rational method of reflecting the distribution of significant unobservable inputs used to develop Level 3 fair value measurements. In these cases, entities are not required to disclose their reasons for omitting the weighted average.

Connecting the Dots

ASU 2018-13 was initially drafted to exempt only private entities8 from the new disclosure requirements and certain modified disclosure requirements as set forth below. During redeliberations, respondents proposed that these exceptions also be extended to not-forprofit organizations and nonpublic employee benefit plans on the basis that these nonpublic entities are granted greater access to management and are therefore able to obtain additional information more readily. In light of these arguments, the Board concluded that such information would not be cost beneficial for these entities and extended the exemption to all entities meeting the definition of a nonpublic entity.

The Board also considered requiring entities to disclose the time frame used to develop significant unobservable inputs for fair value measurements categorized within Level 3 of the fair value hierarchy. However, this proposed amendment was ultimately dropped amid concerns that the time and cost incurred to produce these disclosures would outweigh the benefits.

Eliminated Disclosure Requirements

Transfers Between Level 1 and Level 2 of the Fair Value Hierarchy

ASU 2018-13 eliminates the requirement for entities other than nonpublic entities to disclose the reasons for and amounts of transfers between Level 1 and Level 2 for assets and liabilities held at the end of the reporting period that are measured at fair value on a recurring basis. The Board does not believe that the benefits of this disclosure outweigh the costs.

Policies Related to Valuation Processes and the Timing of Transfers Between Levels of the Fair Value Hierarchy

Under current U.S. GAAP, entities must develop and consistently follow a policy for determining when transfers between fair value hierarchy levels have occurred. This requirement is unchanged as a result of adoption of ASU 2018-13; however, the ASU eliminates the requirement to disclose this policy in the notes to the financial statements. ASU 2018-13 also removes the requirements in ASC 820-10-50-2(f) (and related implementation guidance under ASC 820-10-55-105) for entities to disclose their valuation processes.

Modified Disclosure Requirements

Level 3 Fair Value Measurements

The disclosure requirements for recurring Level 3 fair value measurements have been amended as follows:

Level 3 rollforward — Under ASU 2018-13, nonpublic entities are not required to complete a reconciliation of the opening balances to the closing balances of recurring Level 3 fair value measurements. Rather, such entities are required to separately disclose for these Level 3 fair value measurements only changes during the period attributable to (1) purchases and issues (each type separately) and (2) transfers into or out of Level 3 (each type separately, and the reasons for those transfers must also be disclosed). ASU 2018-13 does not change the quantitative Level 3 rollforward disclosure requirements under current U.S. GAAP for entities that are not nonpublic entities.

Connecting the Dots
Because many users of financial statements supported the requirement that entities disclose a Level 3 rollforward given the insights it reveals about management’s decisions, the Board considered whether a rollforward of Level 1 and Level 2 assets and liabilities would provide similar utility. However, feedback from preparers and practitioners indicated that current systems are not designed to track an asset’s or liability’s fair value hierarchy and that preparation of such rollforwards would be a labor-intensive exercise. The Board ultimately decided that a Level 1 and Level 2 rollforward would not be cost beneficial.
Measurement uncertainty — ASU 2018-13 amends the section of the Codification that requires other-than-nonpublic entities to provide a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs. The ASU clarifies that such entities are (1) required to communicate information about uncertainty in measurement from the use of significant unobservable inputs that could have been different at the reporting date and (2) are not required to disclose information about sensitivity to future changes in fair value.

Net Asset Value Disclosure of Estimates of Timing of Future Liquidity Events

Under ASU 2018-13, entities are no longer required to estimate and disclose the timing of liquidity events9 for investments measured at fair value. Instead, the requirement to disclose such events applies only when they have been communicated to the reporting entities by the investees or announced publicly. If the timing is unknown, the entities are required to disclose that fact.

Connecting the Dots

The objective of this change is to prevent an investor from having to make its own estimate when it does not have knowledge of the timing from the investee or another public source.

Effective Date and Transition

ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted upon issuance of this ASU, including in any interim period for which financial statements have not yet been issued or made available for issuance. Entities making this election are permitted to early adopt the eliminated or modified disclosure requirements10 and delay the adoption of all the new disclosure requirements11 until their effective date.

The ASU requires application of the prospective method of transition (for only the most recent interim or annual period presented in the initial fiscal year of adoption) to the new disclosure requirements for (1) changes in unrealized gains and losses included in OCI and (2) the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The ASU also requires prospective application to any modifications to disclosures made because of the change to the requirements for the narrative description of measurement uncertainty. The effects of all other amendments made by the ASU must be applied retrospectively to all periods presented.12

Appendix — Illustrative Examples

The examples below are reproduced from ASU 2018-13 (added text is underlined, and deleted text is struck out).

ASC 820-10

Case B: Disclosure — Reconciliation of Fair Value Measurements Categorized Within Level 3 of the Fair Value Hierarchy

55-101 For recurring fair value measurements categorized within Level 3 of the fair value hierarchy, this Topic requires a reconciliation from the opening balances to the closing balances for each class of assets and liabilities, except for derivative assets and liabilities, which may be presented net. A reporting entity might disclose the following for assets to comply with paragraph 820-10-50-2(c) through (d).

ASC 820-10

Case C: Disclosure — Information About Fair Value Measurements Categorized Within Level 3 of the Fair Value Hierarchy

Valuation Techniques and Inputs

55-103 For fair value measurements categorized within Level 2 and Level 3 of the fair value hierarchy, this Topic requires a reporting entity to disclose a description of the valuation technique(s) and the inputs used in the fair value measurement. For fair value measurements categorized within Level 3 of the fair value hierarchy, information about the significant unobservable inputs used must be quantitative. A reporting entity might disclose the following for assets to comply with the requirement to disclose the significant unobservable inputs used in the fair value measurement in accordance with paragraph 820-10-50-2(bbb).

($ in millions)	Quantitative Information About Level 3 Fair Value Measurements
($ in millions)	Fair Value at 12/31/X9	Valuation Technique(s)	Unobservable Input	Range (Weighted Average)(e)
Residential mortgagebacked securities	125	Discounted cash flow	Constant prepayment rate Probability of default Loss severity	3.5% – 5.5% (4.5%) 5% – 50% (10%) 40% – 100% (60%)
Commercial mortgagebacked securities	50	Discounted cash flow	Constant prepayment rate Probability of default Loss severity	3.0% – 5.0% (4.1%) 2% – 25% (5%) 10% – 50% (20%)
Collateralized debt obligations	35	Consensus pricing	Offered quotes Comparability adjustments (%)	20 – 45 (30) -10% – +15% (+5%)
Direct venture capital investments: healthcare	53	Discounted cash flow	Weighted average cost of capital Long-term revenue growth rate Long-term pretax operating margin Discount for lack of marketability(a) Control premium(a)	7% – 16% (12.1%) 2% – 5% (4.2%) 3% – 20% (10.3%) 5% – 20% (17%) 10% – 30% (20%)
		Market comparable companies	EBITDA multiple(b) Revenue multiple(b) Discount for lack of marketability(a) Control premium(a)	10 – 13 (11.3) 1.5 – 2.0 (1.7) 5% – 20% (17%) 10% – 30% (20%)
Direct venture capital investments: energy	32	Discounted cash flow	Weighted average cost of capital Long-term revenue growth rate Long-term pretax operating margin Discount for lack of marketability(a) Control premium(a)	8% – 12% (11.1%) 3% – 5.5% (4.2%) 7.5% – 13% (9.2%) 5% – 20% (10%) 10% – 20% (12%)
		Market comparable companies	EBITDA multiple(b) Revenue multiple(b) Discount for lack of marketability(a) Control premium(a)	6.5 – 12 (9.5) 1.0 – 3.0 (2.0) 5% – 20% (10%) 10% – 20% (12%)
Credit contracts	38	Option model	Annualized volatility of credit (c) Counterparty credit risk(d) Own credit risk(d)	10% – 20% (13%) 0.5% – 3.5% (2.2%) 0.3% – 2.0% (0.7%)
(a) Represents amounts used when the reporting entity has determined that market participants would take into account these premiums and discounts when pricing the investments. (b) Represents amounts used when the reporting entity has determined that market participants would use such multiples when pricing the investments. (c) Represents the range of the volatility curves used in the valuation analysis that the reporting entity has determined market participants would use when pricing the contracts. (d) Represents the range of the credit default swap spread curves used in the valuation analysis that the reporting entity has determined market participants would use when pricing the contracts. (e) Unobservable inputs were weighted by the relative fair value of the instruments. For credit contracts, the average represents the arithmetic average of the inputs and is not weighted by the relative fair value or notional amount. (Note: For liabilities, a similar table should be presented.)

Footnotes

FASB Accounting Standards Update (ASU) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement.

FASB Accounting Standards Codification (ASC or the “Codification”) Topic 820, Fair Value Measurement.

The ASC master glossary defines a nonpublic entity as “[a]ny entity that does not meet any of the following conditions:

Its debt or equity securities trade in a public market either on a stock exchange (domestic or foreign) or in an over-the-counter market, including securities quoted only locally or regionally.
It is a conduit bond obligor for conduit debt securities that are traded in a public market (a domestic or foreign stock exchange or an over-the-counter market, including local or regional markets).
It files with a regulatory agency in preparation for the sale of any class of debt or equity securities in a public market.
It is required to file or furnish financial statements with the Securities and Exchange Commission.
It is controlled by an entity covered by criteria (a) through (d).”

Nonpublic entities are still subject to the quantitative requirements in ASC 820-10-50-2(bbb)(2) but are not subject to the requirements in ASC 820-10-50-2(bbb)(2)(i).

Under current U.S. GAAP, nonpublic entities are exempt from this disclosure requirement. Accordingly, elimination or modification of this disclosure requirement by the ASU does not affect nonpublic entities.

See footnote 5.

See the example from ASC 820-10-55-103 in the appendix.

The ASC master glossary defines a private company as “[a]n entity other than a public business entity, a not-for-profit entity, or an employee benefit plan within the scope of Topics 960 through 965 on plan accounting.”

See ASC 820-10-50-6A(b) and (e).

See ASC 820-10-65-12(c), which states that “an entity is permitted to early adopt the removed or modified disclosures in paragraph 820-10-50-2(bb), (c)(3), (f), and (g), paragraph 820-10-50-2G, and paragraph 820-10-50-6A(b) and (e).”

See ASC 820-10-65-12(c), which states that an entity may “adopt the additional disclosures in paragraph 820-10-50-2(bbb)(2)(i) and (d) upon their effective date.”

See ASC 820-10-65-12(b), which states that “[a]n entity shall apply the pending content that links to this paragraph retrospectively to all periods presented, except for the changes in unrealized gains and losses required by paragraph 820-10-50-2(d), the range and weighted-average disclosure required by paragraph 820-10-50-2(bbb)(2)(i), and the narrative description of measurement uncertainty in accordance with paragraph 820-10-50-2(g) that are required to be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption.”