Implications for derivatives and hedge accounting under the Dodd-Frank Act

Transcription

1 Implications for derivatives and hedge accounting under the Dodd-Frank Act In July 2010, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act 1 (the Act ) to increase government oversight of the financial markets. Title VII of the Act provides both the Commodity Futures Trading Commission ( CFTC ) and the U.S. Securities and Exchange Commission ( SEC ) with regulatory authority over the Over-the-Counter ( OTC ) derivatives market, mandating certain derivatives to be centrally cleared. This publication highlights the financial accounting impacts due to certain factors that companies will need to consider when adopting the clearing mandate in Title VII of the Act. It discusses areas that affected companies should consider when deciding whether to offset derivatives and collateral fair value amounts on their statement of financial positions. It also provides insights into other potential impacts on hedge accounting when centrally cleared derivatives are subject to novation and portfolio compression. Title VII of the Act and clearing mandates Clearing mandates under Title VII of the Act will be discretionary for certain counterparties, based on certain exceptions otherwise known as end-user exceptions, as described in Section 723(7)(A) of the Act. In spite of these end-user exceptions, it is likely clearing mandates for affected companies will significantly impact accounting policies and the application of hedge accounting and offsetting fair value amounts recognized for derivative instruments, and the right to receive cash collateral (a receivable) or the obligation to return cash collateral (a payable) arising from derivative instrument(s) recognized at fair value executed with the same counterparty under a master netting arrangement 2. The accounting ramifications from clearing mandates for financial statement offsetting and hedge accounting will likely be dependent on the interpretation of contractual agreements, recognition of the relationships among central counterparties, and the guidance from legal and accounting advisors and regulators. 1. Dodd-Frank Wall Street Reform and Consumer Protection Act U.S. Congress, accessed February 14, wallstreetreform-cpa.pdf. 2. Refer to ASC

2 Congress passed the Act to increase government oversight of the financial markets. The Act intends to provide transparency and accountability of the OTC derivatives market. Title VII of the Act also mandates clearing of eligible OTC derivatives that are categorized as such through on-going reviews by the CFTC and the SEC. This clearing mandate is expected to be phased in for companies identified by categories: Category one entities 3 by March 11, 2013 Category two entities 4 by June 10, 2013 Category three entities 5 by September 9, 2013 For more information on the implementation of clearing mandates, refer to the CFTC s press release issued on November 28, 2012, CFTC Issues Clearing Determination for Certain Credit Default Swaps and Interest Rate Swaps. 6 The CFTC s press release discusses new rules to require certain credit default swaps and interest rate swaps to be cleared by registered derivatives clearing organizations. End-user exception Section 723(7)(A) of the Act describes an end-user exception to the mandate when one of the counterparties (i) is not a financial entity; (ii) is using the swaps to hedge or mitigate commercial risk; and (iii) notifies the Commission [CFTC], in a manner set forth by the Commission, how it generally meets its financial obligations associated with entering into non-cleared swaps. Further, Section 723(7)(C)(ii) of the Act provides the CFTC authority to consider exempting small banks, savings associations, farm credit system institutions, and credit unions or collectively known as small financial institutions ( SFIs ) from the clearing mandate. We expect that any entity that is not a financial entity 7, SFIs, and certain companies that participate in hedging or mitigating commercial risk activities ( HMCR ) 8 will qualify for the end-user exception and will not be subject to the Act s clearing mandate. For more information on HMCR activities, refer to Deloitte s An interpretation of the hedge or mitigation risk criteria and the impact to compliance with the Dodd-Frank Act 9. What is central clearing? Central clearing is where a Central Counterparty ( CCP ) acts as an intermediary between the buyer and seller of the derivative contract. In central clearing, the CCP novates two separate and distinct contracts: the first with the buyer and the second with the seller. Whereas traditional OTC transactions are executed between a buyer and seller in a 3. Category one entities are swap dealers; security-based swap dealers; major swap participants; major security-based swap participants; or active funds. 4. Category two entities are commodity pools; private funds as defined in section 202(a) of the Investment Advisers Act of 1940 other than active funds; or persons predominantly engaged in activities that are in the business of banking, or in activities that are financial in nature as defined in section 4(k) of the Bank Holding Company Act of 1956, provided that, in each case, the entities are not a third-party subaccount. 5. Category three entities are those with third-party subaccounts, as well as any other entity not eligible to claim an exception under section 2(h)(7) of the CFTC s Commodity Exchange Act (CEA), including ERISA plans. 6. CFTC Issues Clearing Determination for Certain Credit Default Swaps and Interest Rate Swaps CFTC, accessed February 14, cftc.gov/pressroom/pressreleases/pr Section 723(7)(C) of the Act defines a financial entity as being a swap dealer; securities-based swap dealer; major swap participant; major security-based swap participant; commodity pool; private fund defined in section 202(a) of the Investment Advisers Act of 1940; employee benefit plan defined in paragraphs (3) and (32) of section 3 of the Employee Retirement Income Security Act of 1974; or person predominantly engaged in activities that are in the business of banking, or activities that are financial in nature, as defined in section 4(k) of the Bank Holding Company Act of HMCR is a term used to define certain activities that qualify for the end-user exception related to the Act s clearing mandate. A transaction can qualify for HMCR treatment if it qualifies as bona fide hedging under Commodity Exchange Act ( CEA ) rules; qualifies for hedging treatment under Accounting Standards Codification ( ASC ) 815 or Government Accounting Standards Board ( GASB ) 53; or if it is economically appropriate to the reduction of risks in the conduct and management of a commercial enterprise, where the risks arise in the ordinary course of business from a potential change in the value of (i) assets that a person owns, produces, manufactures, processes, or merchandises; (ii) liabilities that a person incurs; or (iii) services that a person provides or purchases. 9. An interpretation of the hedge or mitigation risk criteria and the impact to compliance with the Dodd-Frank Act Deloitte, accessed February 14, c4b310vgnvcm f70arcrd.htm. 2

3 bilateral trade, central clearing requires the involvement of a buyer, seller, clearing members 10, and a CCP. The terms buyer and seller are collectively referred to as end-users. Bilateral Trade vs. Centrally Cleared Trade Bilateral trade margin from clearing members in a default fund set aside by the CCP. The default fund covers any inadequate margin in the event end-users or clearing members were to default on the contract. Margin requirements for end-users are generally greater than those for clearing members. Centrally cleared trade Counterparty A Counterparty B Counterparty A Counterparty B Clearing member A CCP Clearing member B Bilateral Trade vs. Centrally Cleared Trade Copyright 2013 Deloitte Development LLC. All rights reserved. The intent of central clearing is to reduce systemic and counterparty credit risk. The CCP and clearing members bear the risk of counterparty default. The CCP manages the risk of counterparty default by maintaining margin, cash collateral, and a default fund. At the initial onset of central clearing, end-users agree on the payment arrangements through an electronic platform to submit the trade through the clearing member for central clearing. The CCP confirms its ability to clear the trade and end-users are required to collateralize their trades by posting collateral in the form of initial and variation margin to the CCP. Initial margin can be in the form of cash or qualifying securities in amounts defined by the CCP. Variation margin is in the form of cash payments. The party in a net loss position from the adverse price movement of the derivative contract is obligated to pay a cash variation margin to the CCP. Conversely, the CCP will pay the opposing party in the gain position variation margin in the form of a cash payment. On a daily basis, the CCP settles both initial and variation margin amounts with clearing members based on the prevailing current day s market prices. On the following day, clearing members settle margin amounts with their respective customers based on the previous day s settlement prices with the CCP. In this manner, the CCP s exposure to the risk of a clearing member s default is generally limited to the time between mark-to-market intervals or the period it takes to close out the positions of a defaulting clearing member. The CCP holds the initial The central clearing process and the use of CCPs can minimize the exposures to counterparty default by netting offsetting transactions through position netting and exposure netting as demonstrated in the following examples similar to those illustrated by the International Swap and Derivatives Association ( ISDA ) 11 : Position netting Company A enters into an interest rate swap ( IRS ) with Company B, with B having to pay a fixed rate of 1.2% and receive a variable rate of LIBOR plus 0.5% on a notional balance of $275 million. At the same time, B enters into an IRS with Company C and agrees to receive a fixed rate of 1.2% and pay a variable rate of LIBOR plus 0.5% on a notional balance of $275 million. The contractual terms of B s IRS contracts with A and C are identical. In a bilateral OTC trade, A and C are exposed to the risk of B s default due its risk of insolvency (i.e., bankruptcy). In a centrally cleared trade, the CCP extinguishes B s contractual obligations by way of novation. Because B s IRS positions with A and C are both offset, A and C are no longer exposed to B s risk of default as long as the CCP remains solvent. 10. Clearing members are members of an exchange and/or clearinghouse and are responsible for executing client trades. 11. The Economics of Central Clearing: Theory and Practice, ISDA Discussion Paper Series, n.s., 1 (May 2011): 7. Implications for derivatives and hedge accounting under the Dodd-Frank Act 3

4 Exposure netting When a CCP experiences default with an end-user that has mark-to-market gains on some contracts and losses on others, the CCP can limit its exposure to net losses with the end-user through those market gains and losses. As illustrated above, both end-users and CCPs may benefit from position and exposure netting as netting tends to reduce the exposures at default, meaning that derivatives counterparties lose less in the event of default than in the absence of netting. In addition to position and exposure netting, clearing members further reduce the exposure to the risk of counterparty default by securing the performance on each traded contract. In those rare instances where a clearing member fails, the CCP can replace the clearing member that has defaulted by auctioning the defaulting member s portfolio to other clearing members who are member firms of the CCP. Can centrally cleared derivatives be offset? 12 When considering whether they have the ability to offset centrally cleared derivatives, companies should consider supplementing new or existing accounting policies with the advice of legal counsel and refer to the following selected areas of the Financial Accounting Standards Board s (FASB)s guidance: ASC Balance Sheet Offsetting ASC Derivatives and Hedging ASC Debt Modifications and Extinguishments and the Determination of Whether a Third-Party Intermediary Is an Agent or a Principal Companies should refer to ASC and ASC to determine whether offsetting can be applied. Companies also may find it helpful to consider some of the discussion in ASC when identifying the counterparty, which will be discussed more in the forthcoming sections. Offsetting the fair value of derivatives and collateral In general, a reporting entity may elect to offset derivatives in its statement of financial position when all of the criteria in ASC are met. Those criteria state that: Each of two parties owes the other determinable amounts The reporting party has the right to setoff the amount owed with the amount owed by the other party The reporting party intends to setoff The right of setoff is enforceable at law However, ASC further notes that Without regard to [the third criterion above regarding intent to setoff] a reporting entity may offset fair value amounts recognized for derivative instruments and fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) arising from derivative instrument(s) recognized at fair value executed with the same counterparty under a master netting arrangement. This is an accounting policy election 13. If companies do not elect to offset, they are required to present in their statement of financial position the fair value of derivatives and collateral on a gross basis. Net presentation For instance, Company A has $500 million in derivative assets and $600 million in derivative liabilities. Based on the net liability position relative to its counterparty, Company A is required to post $100 million in cash collateral in accordance with the terms of the master netting agreement. Once that collateral is posted, Company A has a right to receive the cash collateral (collateral receivable) and its counterparty has an obligation to return the cash collateral (collateral payable). If Company A elects to offset, Company A will present on its statement of financial position a net derivatives balance of $0, which includes a total of $600 million in derivative and collateral assets ($500 million in derivative assets and $100 million in collateral receivable) and $600 million in derivative liabilities. Gross presentation If Company A elected not to apply offsetting, Company A will present a derivative asset of $500 million, a derivative liability of $600 million, and a $100 million in collateral receivable Principles and references herein are United States Generally Accepted Accounting Principles ( U.S. GAAP ) focused and International Financial Reporting Standards ( IFRS ) standards are different. IFRS standards, which are not discussed herein should be referenced for international reporting purposes. 13. Refer to ASC Collateral amounts will include both initial and daily margin amounts. 4

5 Companies should consider the answers to the following questions in applying offsetting for centrally cleared derivatives: Who is the counterparty to a centrally cleared trade? Does a master netting arrangement or similar agreement exist? Does the reporting entity have a right of setoff with the counterparty? Can the right of setoff be applied for centrally cleared derivatives? Who is the counterparty to a centrally cleared trade? Identifying the counterparty in the trade is essential to deciding whether an entity has the ability to apply offsetting for centrally cleared derivatives. As the right of setoff is a legal right, enforceability of the right of setoff will be determined based on the conditions supporting the legal right of setoff that exist with the identified counterparty (i.e., clearing member or CCP). The relationships between the reporting entity, clearing member, and CCP may not be apparent, so companies should carefully analyze the counterparty relationship. The relationship can be defined by the direct contractual relationships between the involved parties, among others. Depending on how the agreements are worded, it may be possible that the CCP can be considered the counterparty in some cases whereas in others, the clearing member may be the identified counterparty. When determining whether the clearing member should be identified as the counterparty (rather than the CCP), companies and their accounting advisors may find it helpful to consider the principal versus agent guidance in ASC Some of the indicators in that guidance may assist the entity in its consideration of whether the clearing member is acting as a third-party intermediary (agent) on behalf of the CCP. Some questions that companies might consider for this analysis are: Is the clearing member placing its own funds at risk? Is the clearing member selective in servicing the reporting entity and the CCP by acting in its own interests? Is the clearing member independently executing its trades as instructed by the reporting entity? Is the clearing member receiving limited compensation based on pre-arranged fees with the reporting entity? Companies and their advisors should consider performing further analysis if consideration of the indicators suggests that the clearing member might be viewed as an agent of the CCP, because under those circumstances, a company may have to assess whether the principal counterparty is the CCP rather than the clearing member. Does a master netting arrangement or similar agreement exist? ASC permits offsetting of derivatives subject to a master netting arrangement and makes no reference to similar agreements. However, in light of the concepts originally discussed in FIN 39 and the scoping guidance for the disclosure requirements of ASU and ASU that specifically refers to master netting arrangements or similar agreements, companies and their accounting advisors may determine that the derivative offsetting guidance in ASC 815 also could apply to derivatives subject to an agreement that is similar to a master netting arrangement. Therefore, determining whether a master netting arrangement or similar agreement exists with the counterparty is fundamental to determining whether a company can offset for accounting and reporting purposes. A master netting arrangement or similar agreement allows an entity to enter into multiple derivative contracts with the same counterparty and provides for a single net settlement of all derivative contracts covered by the agreement in the event of default on, or termination of, any one contract. Companies also should consider the FASB s recently issued Accounting Standards Update Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. ASU narrows the scope of ASU , which enhanced offsetting disclosures under U.S. GAAP. As amended, the offsetting disclosure requirements apply to recognized derivative instruments accounted for in accordance with ASC 815, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either: Offset in accordance with Section or Section or Subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either Section or Section It should be noted that the amended scope of the disclosure requirements includes not only those specified instruments subject to a master netting arrangement but also those subject to a similar agreement so companies will need to determine whether their agreements are similar to a master netting arrangements. Implications for derivatives and hedge accounting under the Dodd-Frank Act 5

6 Similar agreement is not defined in ASC 210 or ASC 815; however, provisions in an arrangement that require a single net settlement of all financial instruments covered by the agreement in the event of default on, or termination of, any one contract may indicate that an agreement is similar to a master netting arrangement. Prior to making any conclusions as to whether a master netting arrangement or similar agreement exists, the applicability of the above factors should be discussed with legal counsel and/or accounting advisors based on specific facts and circumstances. Does the reporting entity have a right of setoff with the counterparty? An assessment of whether a reporting entity has the enforceable legal right of setoff pursuant to a contract will likely require legal analysis. The right of setoff is a legal right, and as such, the conditions supporting the right may vary from one legal jurisdiction to another 15. Companies and their advisors might consider paragraph 47 of FIN when determining if an enforceable right of setoff exists. Paragraph 47 suggests that a right of set off can be enforceable by law (even without an explicit statement in the contractual agreements) if the contracts would be offset pursuant to regulatory procedures or normal practices. In contrast, having a master netting arrangement or similar agreement does not always guarantee the right of offset for end-users the right of offset may only apply to the clearing member and the CCP. It is not uncommon to find that contractual agreements governing centrally cleared trades provide the right of setoff upon the default of a reporting entity; notably for the clearing members and/or the CCP. However, that right may be considered asymmetrical as it does not explicitly allow the reporting entity to setoff in the event of a clearing member s and/or CCP s default. Alternatively, certain end-users have interpreted (based on explicit statements in contractual agreements) the ability to transfer their positions and margins held by a defaulting clearing member to another solvent clearing member as a legal right of offset. If end-users determine a legal right of offset exists in those instances where there is a default of the clearing member and/or CCP and elect to offset, the identification of the counterparty (i.e., clearing member or CCP) will determine whether the company offsets positions held at the clearing member level or at the CCP level. Can the right of setoff be applied for centrally cleared derivatives? After performing a detailed analysis of relevant factors, companies may very well conclude that they do not possess the right of offset for centrally cleared derivatives. The existence of the right of setoff will depend on the facts and circumstances of the involved parties and their legal rights (including both contractual and non-contractual arrangements). Central clearing and hedge accounting It is likely that central clearing will involve the novation of OTC derivative contracts that can impact the hedge designations of companies derivatives. Once the clearing mandate becomes effective, companies should assert their expectations in hedge designation memos. Specifically, at inception hedge designation memos should assert that the contract will be novated to the central counterparty. If the conditions in the SEC Letter (see sidebar) are satisfied, the novation of OTC derivative contracts entered into before the effective date of the clearing mandate is not expected to impact the hedging designation of centrally cleared derivatives as long as the critical terms of the hedge designated derivatives remain the same. Examples of critical terms, which are not considered fully inclusive, are: Notional Amounts Trade Dates Effective Dates Maturity Dates Index rates (LIBOR, EURIBOR, foreign exchange rates) Payment dates Reset dates Timing and amounts related to a forecasted transaction (expected foreign currency amounts for hedges of foreign currency risk, physical quantity encompassed by the hedged forecasted transaction) Mirror inclusion of prepayment options, floors, and caps 15. Corbi, Antonio, Netting and Offsetting: Reporting derivatives under U.S. GAAP and under IFRS (London: ISDA, 2012). 16. FASB Interpretations (FIN) No. 39, paragraph 47 was not codified in the FASBs Accounting Standards Codification (ASC) and its relevance should be discussed with legal counsel and accounting advisors prior to making any conclusions based on specific facts and circumstances. 6

7 On May 11, 2012, the SEC issued a letter ( SEC Letter ) to Dan Palomaki, chairman of the Accounting Policy Committee to the International Swaps and Derivatives Association, regarding the accounting impacts under U.S. GAAP of the novation of bilateral OTC derivative contracts to a central counterparty. The SEC Letter provides the Office of the Chief Accountant s view of whether the novation of a hedge designated derivative contract to a central counterparty would result in a termination of the original derivative contract and the associated hedge relationship. It concludes that the use of hedge accounting subsequent to novation does require the designation of a new hedging relationship in certain cases as follows: Before the Title VII clearing mandates become effective, a reporting entity voluntarily clears the underlying OTC derivative contract through a central counterparty, even though the counterparties did not agree (at the time of entering into the transaction) that the contract would be novated. After the Title VII clearing mandates become effective, counterparties agree in advance that the contract will be cleared through a central counterparty in accordance with standard market terms and conventions and the hedging documentation describes the counterparties expectations that the contract will be novated to the central counterparty. A counterparty to an OTC derivative transaction novates certain derivative contracts to other consolidated affiliates in order to maintain federal assistance18 according to Section 716 of the Act while maintaining hedge accounting. Source: Letter From SEC Chief Accountant to Dan Palomaki, Chairman, Accounting Policy Committee, International Swaps and Derivatives Association, Concerning Accounting for Hedging Relationships When There Is a Change in Counterparty United States Securities and Exchange Commission, accessed February 14, Once effective, the clearing mandate will require counterparties to (1) agree in advance with counterparties that OTC derivatives will be cleared through a central counterparty, and (2) assert expectations in hedge designation memos that the contract will be novated to the central counterparty. The SEC Letter states that companies may novate certain derivative contracts to other consolidated affiliates in order to maintain federal assistance 17 according to Section 716 of the Act while maintaining hedge accounting. According to Section 716 of the Act, no Federal assistance may be provided to any swaps entity with respect to any swap, security-based swap, or other activity of the swaps entity. Portfolio compression Section 731 of the Act added a new section to the Commodities Exchange Act which requires the CFTC to adopt rules for portfolio compression, among others. It is likely that portfolio compression will involve the novation of certain derivatives. Portfolio compression and the change in counterparties have not yet been addressed by regulators, in particular the SEC staff. Portfolio compression is the reduction of the notional amounts of trades outstanding in the market by aggregating the trades of multiple market participants with similar factors such as risk or cash flows into fewer trades with less capital exposure. Portfolio compression differs from netting in that existing positions are terminated and new positions with the same net exposure are created. The regulations for portfolio compression have left some companies wondering how hedge accounting treatment might be impacted if certain instruments designated as a hedging instruments are terminated as a result of mandatory portfolio compression. As a result, the CFTC has proposed rules to remove mandatory bilateral and multilateral compression requirements and has replaced them with a requirement that swap dealers ( SDs ) and major swap participants ( MSPs ) establish policies and procedures for periodically engaging in portfolio compression exercises with counterparties that are also SDs or MSPs and for engaging in portfolio compression with all other counterparties upon request 18. The rules are further modified to clarify that (1) non-sds/msps are not required to engage in portfolio compression exercises with SDs and MSPs, but (2) that SDs and MSPs must engage in portfolio compression exercises with non-sds/msps upon request 19. Companies should be cautious to include hedgedesignated derivatives in the scope of portfolio compression unless otherwise noted by regulators. It is likely that portfolio compression will involve the novation of certain derivatives. Portfolio compression and its potential impacts due to the change in counterparties have not yet been addressed by regulators, in particular the SEC staff. 17. According to the Section 716(b)(1) of the Act, the term federal assistance means the use of any advances from any Federal Reserve credit facility or discount window that is not part of a program or facility with broad-based eligibility under section 13(3)(A) of the Federal Reserve Act, Federal Deposit Insurance Corporation insurance or guarantees for the purpose of - (A) making any loan to, or purchasing any stock, equity interest, or debt obligation of, any swaps entity; (B) purchasing the assets of any swaps entity; (C) guaranteeing any loan or debt issuance of any swaps entity; or (D) entering into any assistance arrangement (including tax breaks), loss sharing, or profit sharing with any swaps entity CFR Part 23 Confirmation, Portfolio Reconciliation, Portfolio Compression, and Swap Trading Relationship Requirements for Swap Dealers and Major Swap Participants; Final Rule Federal Register / Vol. 77, No. 176 / Tuesday, September 11, 2012 / Rules and Regulations. CFTC, accessed on February 14, Ibid. Implications for derivatives and hedge accounting under the Dodd-Frank Act 7

8 Thinking ahead Below are some considerations when deciding to apply offsetting with centrally cleared derivatives: Contacts Review and analyze the applicable accounting guidance for offsetting derivatives Review and analyze your derivative contracts Review and analyze any master netting agreements or similar agreements associated with those derivative contracts Identify and analyze the counterparty relationships (i.e., clearing member or CCP) Consult with accounting specialists with adequate experience and knowledge to determine the financial accounting impact to derivatives on the statement of financial position Consider consulting with legal counsel with adequate experience and knowledge to conclude if there is an enforceable legal right of setoff For hedge designated derivatives subsequently entered into once the clearing mandate becomes effective: Agree in advance with counterparties that OTC derivatives will be cleared through a central counterparty Assert expectations in hedge designation memos that derivative contracts will be novated to the central counterparty Ensure the critical terms of any novated contracts remain the same Tom Omberg tomberg@deloitte.com Peter Wilm Director pwilm@deloitte.com Ed Hardy ehardy@deloitte.com Chris Harris chharris@deloitte.com Jade Shopp jademshopp@deloitte.com Bill Fellows wfellows@deloitte.com Sherif Sakr ssakr@deloitte.com This publication contains general information only and Deloitte is not, by means of this publication, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified professional advisor. Deloitte shall not be responsible for any loss sustained by any person who relies on this publication or presentation. About Deloitte As used in this document, Deloitte means Deloitte LLP and its subsidiaries. Please see for a detailed description of the legal structure of Deloitte LLP and its subsidiaries. Certain services may not be available to attest clients under the rules and regulations of public accounting. Copyright 2013 Deloitte Development LLC. All rights reserved. Member of Deloitte Touche Tohmatsu Limited