fas 157 - fair value

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(973) 822-2220 (973) 822-2220 Fair Value Fair Value Measurements Measurements SFAS 157 SFAS 157

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Page 1: FAS 157 - Fair Value

(973) 822-2220(973) 822-2220

Fair Value Fair Value MeasurementsMeasurements

SFAS 157SFAS 157

Page 2: FAS 157 - Fair Value

Overview

Transition

Fair Value Assets Fair Value Liabilities

Transaction / Transportation

Highest Use / Principal Market

Orderly Transaction

Market Participants

Exit Price

Market-based MeasuresConsiderations

CostIncomeMarket

Fair Value Approaches

Level IIILevel IILevel I

Fair Value Hierarchy

Unit of Valuation

Reporting Requirements

Exceptions

Unit of Accounting

2

Page 3: FAS 157 - Fair Value

OverviewOverview

Transition

Fair Value Assets Fair Value Liabilities

Transaction / Transportation

Highest Use / Principal Market

Orderly Transaction

Market Participants

Exit Price

Market-based MeasuresConsiderations

CostIncomeMarket

Fair Value Approaches

Level IIILevel IILevel I

Fair Value Hierarchy

Unit of Valuation

Reporting Requirements

Exceptions

Unit of Accounting

3

Page 4: FAS 157 - Fair Value

Overview: SFAS 157 “Fair Value”

I. Reasons:A. Over 60+ FASB standards depend upon fair value

measurementsB. Fair value definitions/approaches differC. Fair value definition/guidance has been limitedD. Has experienced an increased demand from users

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Page 5: FAS 157 - Fair Value

Overview: SFAS 157 “Fair Value”

)1 Issues:A. Different definitions and guidance in measurement of fair

value in various standards has led to inconsistency and added to complexity in GAAP.

.1 Statement 157 is principal guidance on fair value measurements

B. Need for more transparency in financial statements regarding fair value measurements.

KEYPOINT

• SFAS 157 does not require any new fair value measurements, but provides guidance on how to measure fair value.

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Page 6: FAS 157 - Fair Value

Overview: SFAS 157 “Fair Value”

.1 Overview:A. Defines fair value for financial reportingB. Approach for measuring fair value is establishedC. Disclosures about fair value are enhancedD. Effective for fiscal years beginning after November 15,

2007 (2008 for a calendar year-end entity)

KEYPOINT

• Applies when other FASB standards require fair value

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Page 7: FAS 157 - Fair Value

Overview: SFAS 157 “Fair Value”

(i) SFAS 157: Definition of Fair ValueA. Defined:

“Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”

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Page 8: FAS 157 - Fair Value

Overview: SFAS 157 “Fair Value”)1 Current Applications

.1 SFAS 115Investment securities

.2 SFAS 133Derivative assets and liabilities

.3 SFAS 141Certain assets and liabilities measured at fair value in a business combination (land and intangible assets)

.4 SFAS 142 & 144Assets measured at fair value for an impairment test (long-lived assets held for sale and goodwill)

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Page 9: FAS 157 - Fair Value

Overview: SFAS 157 “Fair Value”

i) Use of SFAS 157 in the futureA. SFAS 157 shall apply to all future FASB statements that

require or permit fair value.B. Upcoming statements:

.1 Business Combinations (141-R) will require fair value measurements for most assets and liabilities acquired, including:

a. Contingent considerationb. Acquired contingent assets and liabilitiesc. Liabilities for restructuring or exit activities

.2 The Fair Value Option for Financial Assets and Financial Liabilities will permit fair value measurements

a. Notes and mortgage receivables (assets)b. Issued debt (liabilities)c. Cost and equity method investmentsd. Certain insurance contracts

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Page 10: FAS 157 - Fair Value

Overview

Transition

Fair Value Assets Fair Value Liabilities

Transaction / Transportation

Highest Use / Principal Market

Orderly Transaction

Market Participants

Exit Price

Market-based MeasuresConsiderations

CostIncomeMarket

Fair Value Approaches

Level IIILevel IILevel I

Fair Value Hierarchy

Unit of Valuation

Reporting Requirements

ExceptionsExceptions

Unit of Accounting

10

Page 11: FAS 157 - Fair Value

SFAS 157: Exceptions “scoped out”

I. The following exceptions were made to fair value measurements or similar measurements for transactions involving:

A. SFAS 123RShare-based payments

B. SAB 101/104, SOP 97-2, SOP 98-9, and EITF 00-21Vendor-specific objective evidence and software revenue recognition

C. ARB 43Inventory (accounted for in accordance with ARB 43)

KEYPOINT

• SFAS 107 and FIN 45 – the Statement does not remove any practicability exceptions that currently exists in GAAP.

11

Page 12: FAS 157 - Fair Value

Overview

Transition

Fair Value Assets Fair Value Liabilities

Transaction / Transportation

Highest Use / Principal Market

Orderly Transaction

Market Participants

Exit Price

Market-based MeasuresConsiderations

CostIncomeMarket

Fair Value Approaches

Level IIILevel IILevel I

Fair Value Hierarchy

Unit of Valuation

Reporting Requirements

Exceptions

Unit of AccountingUnit of Accounting

12

Page 13: FAS 157 - Fair Value

Unit of Accounting

I. Unit of AccountingA determination of whether as asset or liability that is measured at fair value is either:

A. A stand-alone asset or liability, orB. A group of assets and/or liabilities; depends on the unit of

account which is determined in accordance with other applicable accounting standards.

.1 Unit of account:Establishes the asset or liability that is being measured at fair value for purposes of financial reporting

.2 Unit of valuationEstablishes whether the asset or liability is measured at fair value within a larger group

KEYPOINT

• Attribute the indicated fair value of the group to the asset or liability.

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Page 14: FAS 157 - Fair Value

Overview

Transition

Fair Value Assets Fair Value Liabilities

Transaction / Transportation

Highest Use / Principal Market

Orderly Transaction

Market Participants

Exit PriceMarket-based MeasuresMarket-based MeasuresConsiderations

CostIncomeMarket

Fair Value Approaches

Level IIILevel IILevel I

Fair Value Hierarchy

Unit of Valuation

Reporting Requirements

Exceptions

Unit of Accounting

14

Page 15: FAS 157 - Fair Value

Considerations: Market-based Measures

I. Market-based Measures vs. Entity-specific MeasuresA. Fair value is a market-based measure, not an entity-specific

measure.B. The highest priority to quoted prices in active marketsC. Permits the use of unobservable inputs for situations in

which there is little, if any, market activity for the asset or liability being measured.

KEYPOINT

• A company should consider:

i. Risk inherent in a particular valuation technique (such as an option pricing model) and/or

ii. Risk inherent in the inputs to the valuation technique

iii. A valuation technique should include an adjustment for risk (if market participants would include such an adjustment in pricing a specific asset or liability)

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Page 16: FAS 157 - Fair Value

Overview

Transition

Fair Value Assets Fair Value Liabilities

Transaction / Transportation

Highest Use / Principal Market

Orderly Transaction

Market ParticipantsExit PriceExit Price

Market-based MeasuresConsiderations

CostIncomeMarket

Fair Value Approaches

Level IIILevel IILevel I

Fair Value Hierarchy

Unit of Valuation

Reporting Requirements

Exceptions

Unit of Accounting

16

Page 17: FAS 157 - Fair Value

Exit Price

I. Definition of Fair Value: Exit MarketA. Exit Price

.1 Price in hypothetical transaction to sell an asset or transfer a liability

.2 Price at which a company would sell or otherwise dispose of its assets or pay to settle a liability (i.e., an exit)

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Page 18: FAS 157 - Fair Value

Exit Price)1 Entry Price

.1 Not price in actual transaction to acquire an asset or assume a liability

.2 Not the market price that a company acquires or assumes a liability (i.e., not an entry)

KEYPOINT

• The exit price concept is based on current expectations about the future inflows associated with the asset and the future outflows associated with the liability from the perspective of market participants.

• A fair value measure should reflect all of the assumptions that market participants would use pricing the asset or liability

Example: An adjustment for risk inherent in a particular market

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Page 19: FAS 157 - Fair Value

Exit PriceA. Transaction Costs

.1 Not adjusted for transaction costs

KEYPOINT

• Financial institution industry will likely elect early adoption due to the SFAS 157 requirement, “Not Adjusted” for transaction costs.

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Page 20: FAS 157 - Fair Value

Overview

Transition

Fair Value Assets Fair Value Liabilities

Transaction / Transportation

Highest Use / Principal Market

Orderly TransactionMarket ParticipantsMarket Participants

Exit Price

Market-based MeasuresConsiderations

CostIncomeMarket

Fair Value Approaches

Level IIILevel IILevel I

Fair Value Hierarchy

Unit of Valuation

Reporting Requirements

Exceptions

Unit of Accounting

20

Page 21: FAS 157 - Fair Value

Market Participants

I. Market ParticipantsBuyers and sellers, in an exit market (other entities with whom the company would transact), that are independent (unrelated / SFAS 57), able, and willing to transact

A. Skepticism of a risk averse buyer.B. Fair value should reflect how market participants would

value the asset, even if market participants would use the asset differently than the owner’s intended use.

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Page 22: FAS 157 - Fair Value

Market Participants

)1 Fair value measurement should be determined based on assumptions market participants would use in pricing the asset or liability, including

A. Assumptions about riskB. Highest and best use (if asset)C. Nonperformance risk (if liability)

• Fair value measures use the perspective of a market participant and their assumptions used to price an asset or liability.

• Determining market participant assumptions will require management to use a significant amount of judgment.

• Note: Management is permitted to use their own data to measure the fair value of an asset or liability, however, such data should be adjusted if there is reasonably available information that indicates market participants would use different assumptions.

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Page 23: FAS 157 - Fair Value

Overview

Transition

Fair Value Assets Fair Value Liabilities

Transaction / Transportation

Highest Use / Principal MarketOrderly TransactionOrderly Transaction

Market Participants

Exit Price

Market-based MeasuresConsiderations

CostIncomeMarket

Fair Value Approaches

Level IIILevel IILevel I

Fair Value Hierarchy

Unit of Valuation

Reporting Requirements

Exceptions

Unit of Accounting

23

Page 24: FAS 157 - Fair Value

Orderly Transaction

I. Orderly TransactionA. Presumes that an asset or liability is exposed to the market

to allow for usual and customary marketing activities.B. Not based on a transaction that is a forced sale, a

liquidation transaction, or a distress sale.C. Based on an orderly transaction reflecting market

conditions on the measurement date.D. In the absence of an actual transaction, the fair value is

measured based on a hypothetical transaction between market participants and reflects market participant assumptions.

24

Page 25: FAS 157 - Fair Value

Overview

Transition

Fair Value Assets Fair Value Liabilities

Transaction / TransportationHighest Use / Principal MarketHighest Use / Principal Market

Orderly Transaction

Market Participants

Exit Price

Market-based MeasuresConsiderations

CostIncomeMarket

Fair Value Approaches

Level IIILevel IILevel I

Fair Value Hierarchy

Unit of Valuation

Reporting Requirements

Exceptions

Unit of Accounting

25

Page 26: FAS 157 - Fair Value

Highest Use / Principal MarketI. Fair value measurement assumes transaction occurs in the

principal (or most advantageous) market:A. Step 1

1. Principal marketThe market with the greatest volume and level of activity for asset or liability

B. Step 21. Most Advantageous Market

If there is no principal market, look to the most advantageous market

a. Most advantageous marketMaximizes the amount that would be received for the asset, or

b. Minimizes the amount that would be paid to transfer the liability, considering transaction costs

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Page 27: FAS 157 - Fair Value

Highest Use / Principal Market

KEYPOINT

• Determining the appropriate market is done from the perspective of the company, thereby allowing for differences among companies and the markets in which those companies transact.

• If there is a principal market for the asset or liability, the price in that market should be used to measure fair value even if the price in a different market is potentially more advantageous at the measurement date.

• The principal market should represent the most advantageous market and company is not required to continuously evaluate multiple prices for an asset or a liability in order to determine the most advantageous market

• Summary:Summary: The price from the most advantageous market should be used only when there is no principal market for the asset or liability.

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Page 28: FAS 157 - Fair Value

Overview

Transition

Fair Value Assets Fair Value Liabilities

Transaction / TransportationTransaction / Transportation

Highest Use / Principal Market

Orderly Transaction

Market Participants

Exit Price

Market-based MeasuresConsiderations

CostIncomeMarket

Fair Value Approaches

Level IIILevel IILevel I

Fair Value Hierarchy

Unit of Valuation

Reporting Requirements

Exceptions

Unit of Accounting

28

Page 29: FAS 157 - Fair Value

Transaction / TransportationI. Transaction Costs

A. DefinitionIncremental direct cost to sell an asset or transfer a liability (similar to cost to sell in Statement 144)

1. Example: Broker’s commissions and feesB. Include in Fair Value:

No. Follow other GAAP for how to account for transaction costs.1. Note: If no GAAP guidance, then expense.

II. Transportation CostsA. Definition

The costs incurred to transport the asset or liability to (or from) its principal (or most advantageous) market.

B. Include in Fair Value:Yes, if location is a characteristic of the asset or liability (a commodity such as oil).

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Page 30: FAS 157 - Fair Value

Transaction / Transportation

KEYPOINT

• The cost of transporting a physical-commodity from its current location to the market should be deducted in the computation of fair value that is based on the price in that market.

• A broker’s commission to access an equity securities market should not be considered in measuring the fair value of an equity security.

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Page 31: FAS 157 - Fair Value

Transaction Costs: Illustration 1

• Gearty Inc. holds Foxy Co. stock, which trades on two exchanges (Gearty Inc. can access both the New York and London markets)

• The stock price and transaction costs at the measurement date:

• What is the fair value of Foxy Stock?• If New York is the principal market = $52• If London is the principal market = $50• If no principal market, since London’s price (net of

transaction costs) is the most advantageous result = $50

ILLUSTRATION 1

$48$(2)$50London$46$(6)$52New YorkNetTransaction CostsQuoted Stock PriceExchange

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Page 32: FAS 157 - Fair Value

Transaction Costs: Illustration 2

• Multiple active markets for financial assets with observance different prices

• Market AIf Market A is the principal market for the asset, the fair value measurement based on Market A price ($76)

• Market BIf neither market is the principal market for the asset, the fair value measurement based on Market B price ($74) because that market is the most advantageous market for the asset, considering transaction costs

ILLUSTRATION 2

Transaction

$72$(2)$74B$71$(5)$76A

Net AmountTransaction CostsPriceMarket

KEYPOINT

• Fair value measurement is NOT adjusted for transaction costs

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Page 33: FAS 157 - Fair Value

Overview

Transition

Fair Value AssetsFair Value Assets Fair Value Liabilities

Transaction / Transportation

Highest Use / Principal Market

Orderly Transaction

Market Participants

Exit Price

Market-based MeasuresConsiderations

CostIncomeMarket

Fair Value Approaches

Level IIILevel IILevel I

Fair Value Hierarchy

Unit of Valuation

Reporting Requirements

Exceptions

Unit of Accounting

33

Page 34: FAS 157 - Fair Value

Fair Value AssetsI. Rule

A. The fair value for an asset is the asset’s highest and best use from the perspective of market participants which would maximize a company’s future cash inflows

B. Note: The company’s intended use of an asset is not necessarily indicative of the highest and best use as determined by a market participant.

II. RuleA. The fair value measure is not an entity-specific measure that

reflects only the company’s expectations for the asset.

KEYPOINT Fair value “in use”

• The highest and best use of an asset is in-use if the asset would provide maximum value to market participants through its use with other assets as a group.

• The in-use valuation is still a market-based measure determined based on the use of the asset by market participants, not a value determined based solely on the use of the asset by the company (not an entity-specific measure).

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Page 35: FAS 157 - Fair Value

Fair Value Assets

1. IPR&D: “In-use” vs. “in exchange”A. Example: Foxy Co. acquires IPR&D project:B. Highest and best use/valuation premise

1. In-use:a. When IPR&D project would provide maximum value to

market participants through its use together with other assets as a group

b. Use encompasses use as a completed project or as a locked-up project

c. Provide defensive value2. In-exchange:

a. When IPR&D project would provide maximum value to market participants through its non use

b. Discontinue development

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Page 36: FAS 157 - Fair Value

Fair Value Assets

(i) Special RulesA. Investment Block Discounts

1. Definition:A blockage factor is a discount applied to the security price to reflect the lack of trading volume in the market for the security to absorb the sale of a large block without impacting the security’s price.

2. New Rule:SFAS 157 does not allow this. The fair value of quoted securities will be equal to the price multiplied by the quantity, without any adjustment to reflect a blockage factor.

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Page 37: FAS 157 - Fair Value

Fair Value Assets1) Restricted Securities

1. Old Rule: SFAS 115a. Applies to equity securities for which sale is restricted for a

period less than one year.b. It did not permit companies to reduce the quoted price of an

identical but unrestricted security to reflect the impact of the restriction.

c. More than one year are outside the scope of SFAS 1152. New Rule: SFAS 157

Requires companies to reduce the quoted price of an identical unrestricted security to reflect the impact of the restriction regardless of whether the restriction is for less than one year or more than one year.

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Page 38: FAS 157 - Fair Value

Fair Value Assets1. EITF Issue 02-3 (Day One Gain/Loss Accounting) will be

superseded1. Old Rule:

a. A dealer cannot recognize Day 1 Profit if a derivative contract’s fair value is not based on observable market data.

b. Day 1 dealer profit is the unrealized gain or loss resulting from the difference between the transaction price of a derivative instrument and the fair value of the instrument at initial recognition.

2. New Rule:SFAS 157 specifies that in certain cases, the transaction price may not be representative of fair value. In those cases, the company might measure fair value using a valuation technique and recognize initial profit (or loss) even if the measure of the derivative’s fair value is based on the dealer’s valuation model and that model uses significant entity-specific inputs.

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Page 39: FAS 157 - Fair Value

Fair Value Assets(i) Bid & Ask Prices (SEC Accounting Series Release No.

118 / ASR 118)1. General Rule:

a. Use a price within the bid ask spread that is most representative of fair value (consistently applied)

2. Default Rule:Mid-market pricing or other pricing conventions may be used as a practical expedient for fair value measurements within a bid-ask spread.

KEYPOINT The following would be permitted:

• Assets: Bid price for long positions

• Liabilities: Asking price for short positions

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Page 40: FAS 157 - Fair Value

Fair Value Assets

KEYPOINT SFAS 157 nullifies EITF Issue 02-3 (Footnote 3)

• Foxy Co. (securities dealer) enters into interest rate swap with Gearty Co. (retail counterparty) in retail market for no initial consideration.

• Foxy Co. would transfer its rights and obligations under the swap to a securities dealer counterparty in the inter-dealer market, not a retail counterparty in the retail market

• At initial recognition, the transaction price (entry price) might NOT represent fair value of the swap (exit price)

EXAMPLE

40

Page 41: FAS 157 - Fair Value

Overview

Transition

Fair Value Assets Fair Value LiabilitiesFair Value Liabilities

Transaction / Transportation

Highest Use / Principal Market

Orderly Transaction

Market Participants

Exit Price

Market-based MeasuresConsiderations

CostIncomeMarket

Fair Value Approaches

Level IIILevel IILevel I

Fair Value Hierarchy

Unit of Valuation

Reporting Requirements

Exceptions

Unit of Accounting

41

Page 42: FAS 157 - Fair Value

Fair Value LiabilitiesI. General Rule

A. A fair value measure presumes that the liability is transferred to a market participant at the measurement date and that the nonperformance risk relating to the liability is the same before and after its transfer.

B. Nonperformance risk is risk that the obligation will not be fulfilled (affects the value at which the liability is transferred/company’s own credit risk)

C. The measure should reflect the market participants’ measure of discounted future cash outflows (for the liability)

D. In assessing the effect of non-performance risk, management should consider the terms of any collateral and other credit enhancements that are specified in the contract for the liability that is being measured.

KEYPOINT Impact will differ depending on the terms of any credit enhancements (for example, cash

collateral)

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Page 43: FAS 157 - Fair Value

Fair Value Liabilities

1) Special RuleA. The Effect of Changes in Credit Risk on a Fair Value

Measure: In measuring the fair value of a liability, a company should take into account the effect of its own credit standing.

B. Counterintuitive result:As an entity’s credit standing is remeasured, the fair value of its liabilities will result in earnings reported on the income statement:

1. Gains = for credit downgrades2. Losses = for credit upgrades

KEYPOINT These results may indicate that fair value may not be the appropriate measure for a liability in

certain circumstances.

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Page 44: FAS 157 - Fair Value

Fair Value Liabilities

1. Liabilities: Fair Value Illustration

)1 Foxy Bank (investment bank with AA credit rating) issues 5-year fixed rate note to Gearty Inc.

2) Fair value measurement considers:• Nonperformance risk, including credit risk• Changes in credit spreads (generally even if no changes in specific credit risk)• Changes in specific credit risk (even if within the AA spread)

ILLUSTRATION

44

Page 45: FAS 157 - Fair Value

Overview

Transition

Fair Value Assets Fair Value Liabilities

Transaction / Transportation

Highest Use / Principal Market

Orderly Transaction

Market Participants

Exit Price

Market-based MeasuresConsiderations

CostCostIncomeIncomeMarketMarketFair Value ApproachesFair Value Approaches

Level IIILevel IILevel I

Fair Value Hierarchy

Unit of Valuation

Reporting Requirements

Exceptions

Unit of Accounting

45

Page 46: FAS 157 - Fair Value

Fair Value ApproachesI. SFAS 157 describes three available techniques to measuring

fair valueA. Market Approach:

Identify observable prices and other relevant information that is generated by market transactions involving identical or comparable assets or liabilities.

B. Income Approach:Use valuation techniques to convert future amounts (cash flows or earnings) to a single, discounted amount. The fair value measure is based on the value that is indicated by market expectations about the future amounts. The income approach includes present-value techniques/option-pricing models:

1. Black-Scholes2. Binomial models – lattice models3. Multi-period excess-earnings method (CON 7 specifies that

adjustments reflecting systematic risk can be made to either (1) the expected cash flows or (2) the discounted rate. The risk-free rate would be an appropriate discount rate only if the adjustment that reflects the systematic risk (non-diversifiable risk) is reflected in the expected cash flows)

46

Page 47: FAS 157 - Fair Value

Fair Value Approaches

• Measure fair value by a valuation technique that is appropriate and for which sufficient data is available.

• Multiple valuation techniques: Management should evaluate and weigh the results to determine a single best fair value measure.

• The weighting process should not be mechanical and requires a significant amount of professional judgment.

• Techniques used to measure fair value should be applied consistently. It is appropriate to change when the change will result in a measure that better represents fair value.

47

Page 48: FAS 157 - Fair Value

Fair Value Approaches

)1 Foxy Co. is testing land and a retail store to be held and used for the purposes of impairment under SFAS 144. A two-step test is required:1) Step 1:

Foxy Co. projects cash flows it expects to realize from operating the asset group and determines that the carrying value of the asset group is not recoverable.

2) Step 2:Foxy Co. discounts the same cash flows used in Step 1 and arrives at a value.

ILLUSTRATION

KEYPOINT Determining fair value by simply discounting cash flows based on Foxy Co.’s intended use of

the facility may not comply with SFAS 157.

Foxy Co. should consider whether recent sales of comparable retail stores in the area have closed at higher or lower amounts.

48

Page 49: FAS 157 - Fair Value

Overview

Transition

Fair Value Assets Fair Value Liabilities

Transaction / Transportation

Highest Use / Principal Market

Orderly Transaction

Market Participants

Exit Price

Market-based MeasuresConsiderations

CostIncomeMarket

Fair Value Approaches

Level IIILevel IILevel IFair Value HierarchyFair Value Hierarchy

Unit of Valuation

Reporting Requirements

Exceptions

Unit of Accounting

49

Page 50: FAS 157 - Fair Value

Fair Value Hierarchy – Overview

I. SFAS 157, “Fair Value Measurements” establishes a three-level hierarchy. The purpose of the hierarchy:

A. To increase consistency and comparability in fair value measures.

B. To maximize the use of observable market data and minimize the use of unobservable inputs.

C. To establish classification of fair value measurements for disclosure purposes.

50

Page 51: FAS 157 - Fair Value

Fair Value Hierarchy – Overview

1) Input Valuation Techniques:A. Market participant assumptions are incorporated in the

fair value measurement through the inputs to valuation techniques

1. Observable inputs:Developed based on market data obtained from sources independent of the reporting entity/company

2. Unobservable inputs:Developed based on the best information available in the circumstances, subject to cost-benefit constraint

KEYPOINT A fair value measurement should maximize the use of observable inputs

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Page 52: FAS 157 - Fair Value

Fair Value Hierarchy – Overview 1) Types of Markets (within Observable Inputs)

Markets in which inputs might be observable include:1. Exchange Market

In an “active” exchange market, closing prices are both readily available and representative of fair value

a. Example: New York Stock Exchange2. Dealer Market:

Dealers stand ready to trade for their own account; the dealers provide liquidity by using their capital to hold an inventory of the items for which these dealers make a market. Usually bid prices and asked prices are more readily available than closing prices.

a. Examples: Financial instruments, commodities, physical assets3. Brokered Market:

Brokers attempt to match buyers with sellers. Brokers do not stand ready to trade for their own account and they will not use their own capital to hold an inventory of the items for a market.

4. Principal-to-Principal Market:These transactions (both originations and resales) are negotiated independently, with no intermediary. Typically, there is very little information about these transactions is publicly available.

52

Page 53: FAS 157 - Fair Value

Fair Value Hierarchy – Overview 1. Fair Value Hierarchy:

• Shares of Gearty Co., a privately held company whose value is based on projected cash flows.

• A long-dated commodity swap whose forward price curve, used in a valuation model, is not directly observable or correlated with observable market data.

Unobservable inputs (no market data, not correlated with market data) – company’s own data assumptions about market participant assumptions, including assumptions about risk, developed based on the best information available in the circumstances (can include the entity’s own data inputs)

Level 3

• A privately placed bond of Foxy Inc., the value is derived from a similar bond that is publicly traded

• An over-the-counter interest rate swap, valued based on a model whose inputs are observable LIBOR forward interest rate curves.

Directly or indirectly observable (market-based) inputs – including quoted prices for similar assets/liabilities (adjusted) through corroboration and observable market data inputs

Level 2

Foxy Inc.’s common stock traded and quoted on the New York Stock Exchange

Observable inputs that reflect quoted prices in active markets for identical assets/liabilities (unadjusted)Level 1

KEYPOINT Subject to cost-benefit constraints

• Level 3 is most “subjective” and therefore of greatest risk of manipulation

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Page 54: FAS 157 - Fair Value

Fair Value Hierarchy – Overview

KEYPOINT The selection of appropriate valuation techniques may be affected by the availability of inputs

that are relevant to the asset or the liability, as well as be affected by the relative reliability of the inputs.

• By distinguishing between inputs that are observable in the marketplace and therefore more objective and those that are unobservable and therefore more subjective, the hierarchy is designed to indicate the relative reliability of the fair value measures.

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Page 55: FAS 157 - Fair Value

Fair Value Hierarchy – Overview

KEYPOINT In some cases, inputs might fall within different levels of the fair value hierarchy. The lowest

level of significant input determines the placement of a fair value measure in the hierarchy. Assessing the significance of a particular input requires judgment, important for disclosures

• Certain disclosure required by SFAS 157 are applicable only to those fair value measures that use Level 3 inputs

55

Page 56: FAS 157 - Fair Value

Overview

Transition

Fair Value Assets Fair Value Liabilities

Transaction / Transportation

Highest Use / Principal Market

Orderly Transaction

Market Participants

Exit Price

Market-based MeasuresConsiderations

CostIncomeMarket

Fair Value Approaches

Level IIILevel IILevel ILevel IFair Value HierarchyFair Value Hierarchy

Unit of Valuation

Reporting Requirements

Exceptions

Unit of Accounting

56

Page 57: FAS 157 - Fair Value

Fair Value Hierarchy – Level 1

I. Level 1 InputsA. Level 1 inputs are quoted prices (unadjusted) for identical

assets or liabilities in active markets.B. Provides the most reliable fair value measureC. Level 1 should be used provided that

1. The market is the principal (or the most advantageous) market, and

2. The company has the ability to access the principal (or the most advantageous) market.

a. Example: If a retail customer that does not have access to wholesale market, then the quoted prices in the wholesale market will not qualify as Level 1 inputs for that company.

57

Page 58: FAS 157 - Fair Value

Fair Value Hierarchy – Level 1

KEYPOINT Matrix Pricing:

i. A company may measure fair value by using matrix pricing, provided that the company demonstrates that the method replicates actual prices.

ii. Used to value debt securities by relying on the securities’ relationship to other benchmark quoted prices.

iii. The resulting measure will be a Level 2 input.iv. Matrix pricing is a very common approach for such things as valuing

bond portfolios.

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Page 59: FAS 157 - Fair Value

Fair Value Hierarchy – Level 1

1) Modification of Transaction Price PresumptionA. Fair value may not equal the transaction price when:

1. Related parties make the transaction2. Bankruptcy: the transaction is done under duress (or some

other urgency)3. Unit of account differences (transaction price includes

transaction costs)4. The transaction is not in Principal (or most advantageous)

market (retail market vs. wholesale market)

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Page 60: FAS 157 - Fair Value

Fair Value Hierarchy – Level 1

KEYPOINT SFAS 153: Non-monetary Exchanges (Fair Value)

i. An asset is acquired or a liability is assumed in an exchange transaction – the transaction price represents the price that was paid for the asset or that was received to assume the liability (i.e., the entry price).

ii. The fair value of the asset or the liability represents the price that would be received for the asset or paid to transfer the liability (i.e., the exit price)

iii. The above two prices can be different.

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Page 61: FAS 157 - Fair Value

Overview

Transition

Fair Value Assets Fair Value Liabilities

Transaction / Transportation

Highest Use / Principal Market

Orderly Transaction

Market Participants

Exit Price

Market-based MeasuresConsiderations

CostIncomeMarket

Fair Value Approaches

Level IIILevel IILevel IILevel IFair Value HierarchyFair Value Hierarchy

Unit of Valuation

Reporting Requirements

Exceptions

Unit of Accounting

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Page 62: FAS 157 - Fair Value

Fair Value Hierarchy – Level 2I. Level 2 Inputs

When an asset or liability has a specified (contractual) term, a Level 2 input should be observable for substantially the full term of the asset or liability. They include the following:

A. Quoted prices for “similar” assets or liabilities in active marketsB. Quoted prices for “identical” or “similar” assets or liabilities in markets that

are not active.C. Not Active Markets:

1. Few transactions for the asset or liability2. Prices are not current3. Price quotations vary substantially either over time or among market4. Little information is publicly available

D. Inputs other than quoted price that are observable for the asset or liability (interest rates and yield curves observable at commonly quoted intervals, volatilities , prepayment speeds, and default rates)

E. Inputs that are derived principally from or corroborated by other observable market data through correlation or by other means.

F. Adjustments of Level 2 inputs should reflect factors such as the condition and/or location and the volume and level of activity in the markets within which the inputs are observed.

G. An adjustment that is significant might place the measure at Level 3 in the fair value hierarchy.

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Page 63: FAS 157 - Fair Value

Overview

Transition

Fair Value Assets Fair Value Liabilities

Transaction / Transportation

Highest Use / Principal Market

Orderly Transaction

Market Participants

Exit Price

Market-based MeasuresConsiderations

CostIncomeMarket

Fair Value Approaches

Level IIILevel IIILevel IILevel IFair Value HierarchyFair Value Hierarchy

Unit of Valuation

Reporting Requirements

Exceptions

Unit of Accounting

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Page 64: FAS 157 - Fair Value

Fair Value Hierarchy – Level 3

I. Level 3 InputsA. Level 3 inputs are unobservable inputs that consider the

assumptions that market participants would use in pricing the asset or liability, including assumptions about risk.

B. Unobservable inputs should be developed based on the best information available in the circumstances, which might include the company’s own data.

C. A company need not undertake all possible efforts to obtain information about market participant assumptions

D. The company should not ignore market participant assumptions that are reasonably available without undue cost and effort.

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Page 65: FAS 157 - Fair Value

Overview

Transition

Fair Value Assets Fair Value Liabilities

Transaction / Transportation

Highest Use / Principal Market

Orderly Transaction

Market Participants

Exit Price

Market-based MeasuresConsiderations

CostIncomeMarket

Fair Value Approaches

Level IIILevel IILevel I

Fair Value Hierarchy

Unit of ValuationUnit of Valuation

Reporting Requirements

Exceptions

Unit of Accounting

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Page 66: FAS 157 - Fair Value

Unit of Valuation

I. DefinitionsA. Unit of accounting

Establishes the asset or liability that is being measured at fair value for purposes of financial reporting.

B. Unit of valuationEstablishes whether the asset or liability is measured at fair value within a larger group

KEYPOINT Attribute the indicated fair value of the group to the asset or liability.

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Page 67: FAS 157 - Fair Value

Unit of Valuation

1) Unit of ValuationDepends on the “highest and best use” of the asset, which establishes the “valuation premise” used to measure the fair value of the asset.

A. Highest and Best UseUse by market participants that maximizes value of asset (or asset group).

B. Valuation Premise1. In-Use: Market Participant Synergies

Highest and best use is “in-use” if:a. Asset would provide maximum value to market participants

through its use with other assets as a group, as installed or otherwise configured for use.

2. In Exchange: No Market Participant SynergiesHighest and best use is “in-exchange” if:

a. Asset would provide maximum value to market participants through its use on a stand-alone basis

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Page 68: FAS 157 - Fair Value

Unit of Valuation

1. Highest Use: Real property Illustration 1

• Foxy Co. acquires land and storage building.• Observable market data indicates that nearby sites have recently been developed for residential use.• The highest and best use of the land would be determined by comparing:

1) The fair value of the storage building (in-use)2) The fair value of the land as a vacant site for condominiums (in-exchange)

• Regardless of the intended use, the highest and best use of the land would be determined based on the higher of those values

ILLUSTRATION 1

KEYPOINT Highest and best use assumptions should be consistently applied to other assets in the asset

group. Note: The land’s highest and best use would determine the storage building’s highest and

best use.

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Page 69: FAS 157 - Fair Value

Unit of Valuation

(i) Asset Group: Illustration 2

• Foxy Co. acquires assets that are used together as a group (Assets X,Y, and Z).• Unit of account = each individual asset• Unit of valuation = the group of assets within which the assets would be best used by market

participants• Highest and best use is in-use• Exit market = the acquisition market• Market participants are other bidders for the assets• Strategic and financial buyers• Strategic buyers have related assets that would enhance the value of the assets as a group,

including a replacement asset for Asset Z (billing software)• Financial buyers do not have related assets that would enhance the value of the assets as a

group.

ILLUSTRATION 2

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Page 70: FAS 157 - Fair Value

Unit of Valuation

I. Asset Group: Illustration 2 (continued)

• Fair values of Assets X, Y, and Z determined based on use within strategic buyer group because that use would maximize the fair value of Assets X, Y, and Z as a group.

• Do not maximize the fair value of each asset individually

ILLUSTRATION 2 (continued)

$1,500$1,600Total$300$160Z$500$620Y$700$820X

Financial Buyer GroupStrategic Buyer GroupAssetsObservable Fair Value

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Page 71: FAS 157 - Fair Value

Overview

Transition

Fair Value Assets Fair Value Liabilities

Transaction / Transportation

Highest Use / Principal Market

Orderly Transaction

Market Participants

Exit Price

Market-based MeasuresConsiderations

CostIncomeMarket

Fair Value Approaches

Level IIILevel IILevel I

Fair Value Hierarchy

Unit of Valuation

Reporting RequirementsReporting Requirements

Exceptions

Unit of Accounting

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Page 72: FAS 157 - Fair Value

Reporting RequirementsI. New Disclosures

A. Improve transparency regarding how fair value is determined.B. Applies to both recurring (example: SFAS 115) and non-recurring (example:

SFAS 144) fair value measurements of assets and liabilitiesC. Tabular disclosure by major category of which level in the hierarchy a fair

value measurement fallsD. Annually (and in the period of adoption), describe the valuation techniques

and any changes to the valuation techniques.E. Provide disclosures about:

1. The extent to which companies measure assets and liabilities at fair value2. The methods and assumptions used to measure fair value3. The effect of fair value measures on earnings4. Expanded disclosures about Level 3 (non-market data) measures:

a. Each major category of assets and liabilities measured using a Level 3 fair value measure, a reconciliation of beginning and ending balances including total gains and losses

b. The amount of total gains and losses attributable to the changes in unrealized gains and losses related to Level 3 input-based assets and liabilities held at the reporting date and a description of where those gains and losses are reported in the income statement.

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Page 73: FAS 157 - Fair Value

Reporting Requirements

1Additional disclosures are required for recurring Level 3 measurements2Standard interest rate swaps320 year energy contract

ILLUSTRATION: Disclosure – Recurring 1

$30$25$205$260Total

$10-0--0-10Venture capital investments

$2031522560Derivatives

-0--0-7575Available-for-Sale securities

-0-$10$105$115Trading Securities

Level 3 1:Significant

unobservable inputs

Level 2:Significant other

observable inputs

Level 1:Quoted prices in active

markets for identical assets

12/31/XXDescription

Fair Value at Reporting Date

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Page 74: FAS 157 - Fair Value

Reporting RequirementsILLUSTRATION: Level 3 Recurring

Level 3:Assets Measured on a Recurring Basis Using Significant

Unobservable Inputs

$25

84

(5)(2)$30$ 9

$11

(3)-0-2

-0-$10$ 2

$14

114

(7)(2)$20$ 7

Beginning Balance 01/01/XXTotal gains or losses (realized / unrealized):

Income StatementIncluded in Other Comprehensive IncomePurchases, issuances and settlementsTransfers in and/or out of Level 3

Ending Balance 12/31/XXUnrealized gain (loss) in earnings from

assets still held at period end

TotalInvestments by Venture CapitalistDerivatives*

KEYPOINT *Derivatives assets and liabilities can be presented net for purposes of this roll-forward.

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Page 75: FAS 157 - Fair Value

Reporting RequirementsILLUSTRATION: Nonrecurring*

($75)

($40)

($115)

Total Gains (Losses)

-0-

$90

Level 3Significant

unobservable inputs

Level 3:Assets Measured on a Recurring Basis Using

Significant Unobservable Inputs

$225

-0-

-0-

-0-

$225

$90

Long-lived assets held and used

Goodwill

Total

Level 2Significant other

observable inputs

Level 1Quoted prices in

active markets for identical assets

End of Year12/31/XXDescription

KEYPOINT Describe the reason for the nonrecurring fair value measurement Describe the inputs and information used to develop the inputs for nonrecurring Level 3 based fair value

measurements.

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Page 76: FAS 157 - Fair Value

Overview

TransitionTransition

Fair Value Assets Fair Value Liabilities

Transaction / Transportation

Highest Use / Principal Market

Orderly Transaction

Market Participants

Exit Price

Market-based MeasuresConsiderations

CostIncomeMarket

Fair Value Approaches

Level IIILevel IILevel I

Fair Value Hierarchy

Unit of Valuation

Reporting Requirements

Exceptions

Unit of Accounting

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Page 77: FAS 157 - Fair Value

Transition

I. ProspectiveII. Two Exceptions:

Cumulative effect adjustments to beginning retained earnings in year of initial application:

A. Block discountsB. Issue 02-3 and Statement 155 hybrid instrument day-one

gain and loss deferrals

III. Effective for fiscal years beginning after November 15, 2007. (Calendar year business will be required to apply SFAS starting on January 1, 2008).

77