The Financial Accounting Standards Board has issued for public comment a proposal to improve financial reporting about repurchase agreements such as the type used by Lehman Brothers.

Leslie Seidman

The proposed Accounting Standards Update, “Transfers and Servicing (Topic 860)—Effective Control for Transfers with Forward Agreements to Repurchase Assets and Accounting for Repurchase Financings,” would clarify the guidance for distinguishing repo agreements, and other transfers with forward agreements to repurchase transferred assets, as either sales or secured borrowings and improve disclosures about them.

“Investors have raised concerns that current accounting and disclosures for repurchase agreements do not appropriately reflect the transferor’s obligations and risks resulting from those transactions in certain circumstances,” said FASB chair Leslie F. Seidman in a statement. “The board is seeking stakeholder input on changes intended to ensure that investors are getting useful information about these and similar arrangements.”

Determining whether a transfer of financial assets in a repurchase agreement (and other transactions with similar attributes) is a sale or an on-balance-sheet secured borrowing often rests on an evaluation of whether the transferor maintains “effective control” over the transferred asset. Under current U.S. GAAP, effective control is maintained by a transferor, and therefore secured borrowing accounting is required, if there is a contemporaneous forward agreement to repurchase the same or “substantially-the-same” financial asset at a fixed price from the transferee before its maturity.

However, effective control is not maintained if a transferor will not recover the transferred asset at the conclusion of the agreement because the asset has matured, resulting in sale accounting if other criteria are met. Stakeholders have said that such an accounting distinction is unwarranted because, during the term of both types of transactions, the transferor retains exposure to the credit risk related to the transferred asset and obtains certain benefits from the asset.

The proposed guidance from FASB would eliminate the distinction between agreements that settle before the maturity of the transferred asset and those that settle at the same time as the transferred asset matures. As a result, both types of transfers with forward agreements to repurchase the transferred assets or “substantially-the-same” assets at a fixed price would maintain the transferor’s effective control during the term of the agreement and would be accounted for as secured borrowings. For these types of arrangements, the proposed guidance would result in financial reporting that is more comparable with International Financial Reporting Standards.

When the transferor does not maintain effective control over a transferred financial asset, the transaction would be required to be assessed under the remaining derecognition conditions in U.S. GAAP to determine whether it should be accounted for as a secured borrowing or sale with a forward repurchase agreement.

FASB had issued an earlier exposure draft in November 2010 for changing the accounting rules for repurchase agreements, such as the Repo 105 transactions that have been blamed in part for the Lehman Brothers bankruptcy (see FASB Proposes Changes in Repo Agreement Rules). The accounting for repurchase agreements also reportedly played a role in the problems experienced by another bankrupt financial firm, MF Global, which used the transactions to keep its risky exposure to investments in European sovereign debt off its books.

Stakeholders, however, cited the need for more guidance on assessing whether financial assets to be repurchased are “substantially the same” as those initially transferred, as well as the need for improved disclosures regarding the effect of repurchase agreements and other transfers with forward agreements to repurchase transferred assets on the transferor’s risk profile. The proposed guidance would clarify the characteristics of assets that may be considered “substantially the same” and would require new disclosures for certain transfers with forward agreements to repurchase the transferred assets.

In addition, the proposed amendments would change the accounting for a transfer of a financial asset and contemporaneous repurchase agreement financing that asset between the same counterparties (repurchase financings). The proposed guidance would eliminate the current requirement to account for the initial transfer and related repurchase agreement on a combined basis in some circumstances, and would instead require separate accounting for the initial transfer and the repurchase financing.

The exposure draft, including instructions on how to submit written comments, is available at www.fasb.org. A FASB in Focus on the exposure document also is available at the FASB website; a podcast soon will be posted there as well.

FASB is asking stakeholders to review and provide comments on the proposal by March 29, 2013.