3.2 Fair Value Application Framework
3.2.1 Step-by-Step Application Framework
An entity may apply the following step-by-step approach to measure and disclose
fair value when other Codification topics require (or permit) the initial or
subsequent measurement of an asset, liability, or equity instrument at fair
value.
Certain of the steps described above may be interrelated; therefore, these steps
do not necessarily have to be performed in the order shown.
3.2.2 Step 1 — Identify the Unit of Account
ASC 820-10
The Asset or Liability
35-2D The asset or
liability measured at fair value might be either of the
following:
-
A standalone asset or liability (for example, a financial instrument or a nonfinancial asset)
-
A group of assets, a group of liabilities, or a group of assets and liabilities (for example, a reporting unit or a business).
35-2E Whether
the asset or liability is a standalone asset or
liability, a group of assets, a group of liabilities, or
a group of assets and liabilities for recognition or
disclosure purposes depends on its unit of account. The
unit of account for the asset or liability shall be
determined in accordance with the Topic that requires or
permits the fair value measurement, except as provided
in this Topic.
An asset, liability, or instrument classified in stockholders’ equity that is
measured at fair value should be identified on the basis of its unit of account.
Although ASC 820 defines fair value and establishes a framework for measuring
it, the standard does not specify when items should be recognized at fair value
in an entity’s financial statements. With one exception, ASC 820 also does not
specify the unit of account that applies to a particular fair value
measurement.1 Therefore, entities must consult other Codification topics to determine
(1) when an entity is required (or permitted) to initially or subsequently
measure an asset, liability, or equity instrument at fair value and (2) the unit
of account that applies to such a fair value measurement.
As discussed in Chapter 4, the unit of account represents
the level of aggregation or disaggregation of individual assets, liabilities, or
equity instruments for recognition in the financial statements and, with one
exception, is determined on the basis of the guidance in other Codification
topics.2 As discussed in Chapter
5, the unit of valuation is the grouping of assets, liabilities,
or equity instruments for fair value measurement purposes. ASC 820 provides
guidance on determining the unit of valuation (see Section 3.2.3 and Chapter 5 for more information). The unit of
account may differ from the unit of valuation. In addition, entities may need to
allocate fair value measurements even when the unit of account and unit of
valuation are the same.
Example 3-1
Impairment of Long-Lived Assets
Under ASC 360, the unit of account for impairment testing
is the asset group. However, the asset group is not the
unit of account for recognition purposes. Rather, each
of the individual long-lived assets represents a single
unit of account. Therefore, in accordance with ASC
360-10-35-28, an entity must allocate the difference
between the fair value of the asset group and the
carrying amount of the asset group (i.e., the amount of
impairment) to individual long-lived assets within the
asset group. This allocation is required even if the
unit of valuation for purposes of the fair value
measurement is the asset group.
Example 3-2
Groups of Financial Assets and Financial Liabilities
With Offsetting Risk Positions
An entity may have the option of grouping financial
assets, financial liabilities, and nonfinancial items
accounted for as derivatives under ASC 815, or a
combination of those items, and measuring the
portfolio’s fair value on the basis of its net risk
position. In this case, the portfolio is the unit of
valuation (see ASC 820-10-35-18D through 35-18L).
However, each individual item in the portfolio
represents a single unit of account. As a result, the
portfolio-based fair value measurement must be allocated
to the individual units of account within the
portfolio.
See Chapter 4 for more information about the unit of account.
3.2.2.1 Liabilities With Third-Party Credit Enhancements
The unit of account for a liability issued with an
inseparable third-party credit enhancement is the liability, excluding the
credit enhancement. See Section 4.3.2.2 for further discussion.
3.2.3 Step 2 — Identify the Unit of Valuation
3.2.3.1 Financial Assets, Nonfinancial Derivative Assets, Liabilities, and Equity Instruments
As discussed in Section 4.3.2, the unit of valuation for
financial assets, nonfinancial derivative assets, liabilities, and equity
instruments is the individual asset, liability, or equity instrument, which
is generally also its unit of account under other GAAP. The concept of the
“highest and best use” does not apply to fair value measurements of
financial assets, nonfinancial derivative assets, liabilities, or
instruments classified in stockholders’ equity.
Note that for liabilities and instruments classified in stockholders’ equity,
an entity performing a fair value measurement assumes that the liabilities
or equity instruments are transferred to a market participant on the
measurement date. That is, ASC 820 requires entities measuring the fair
value of a liability to assume that the liability remains outstanding and is
transferred to a market-participant transferee that would be required to
fulfill the obligation. Similarly, entities must assume that an instrument
classified in stockholders’ equity would remain outstanding and that a
market-participant transferee would take on the rights and responsibilities
associated with the instrument. A liability being measured at fair value
would not be assumed to be settled, and an instrument classified in
shareholders’ equity would not be assumed to be canceled or otherwise
extinguished. However, when a quoted price for the transfer of an identical
or similar liability or an entity’s own equity instrument is not available
and the identical item is held by another party as an asset, the entity must
measure the fair value of the liability or its own equity instrument from
the perspective of a market participant that holds the identical item as an
asset. See Section 10.2.7 for more information.
3.2.3.1.1 Portfolio Valuation Exception for Certain Groups of Assets and Liabilities With Offsetting Risk Positions
ASC 820-10
Application to Financial Assets and Financial
Liabilities With Offsetting Positions in Market
Risks or Counterparty Credit Risk
35-18D A reporting entity
that holds a group of financial assets, financial
liabilities, nonfinancial items accounted for as
derivatives in accordance with Topic 815, or
combinations of these items is exposed to market
risks (that is, interest rate risk, currency risk,
or other price risk) and to the credit risk of
each of the counterparties. If the reporting
entity manages that group of financial assets,
financial liabilities, nonfinancial items
accounted for as derivatives in accordance with
Topic 815, or combinations of these items on the
basis of its net exposure to either market risks
or credit risk, the reporting entity is permitted
to apply an exception to this Topic for measuring
fair value. That exception permits a reporting
entity to measure the fair value of a group of
financial assets, financial liabilities,
nonfinancial items accounted for as derivatives in
accordance with Topic 815, or combinations of
these items on the basis of the price that would
be received to sell a net long position (that is,
an asset) for a particular risk exposure or paid
to transfer a net short position (that is, a
liability) for a particular risk exposure in an
orderly transaction between market participants at
the measurement date under current market
conditions. Accordingly, a reporting entity shall
measure the fair value of the group of financial
assets, financial liabilities, nonfinancial items
accounted for as derivatives in accordance with
Topic 815, or combinations of these items
consistently with how market participants would
price the net risk exposure at the measurement
date.
An exception to ASC 820’s general principles related to
the unit of valuation is available for groups of financial assets,
financial liabilities, and nonfinancial items accounted for as
derivatives in accordance with ASC 815 if an entity (1) manages the
group of assets and liabilities on the basis of net exposure to a market
risk (or risks) or counterparty credit risk, (2) provides information on
that basis to management, and (3) measures those assets and liabilities
at fair value in the statement of financial position. To use the
exception, an entity must make an accounting policy decision. Once the
policy is established, the entity must consistently apply the policy
from period to period for a particular portfolio. See Sections 4.3.2.1
and 5.3 for
more information.
3.2.3.2 Nonfinancial Assets Other Than Nonfinancial Derivative Assets
ASC 820-10
Highest and Best Use for
Nonfinancial Assets
35-10A A fair value
measurement of a nonfinancial asset takes into
account a market participant’s ability to generate
economic benefits by using the asset in its highest
and best use or by selling it to another market
participant that would use the asset in its highest
and best use.
The unit of valuation (also referred to as the “valuation premise”) for
nonfinancial assets (other than nonfinancial derivative assets) is the
asset’s highest and best use. ASC 820-10-20 defines the highest and best use
as the “use of a nonfinancial asset by market participants that would
maximize the value of the asset or the group of assets and liabilities (for
example, a business) within which the asset would be used.” The highest and
best use must be determined from the market participant’s perspective,
regardless of the reporting entity’s current use. However, an entity is not
required to perform an exhaustive search to identify the highest and best
use and may presume that its current use is the highest and best use unless
market or other factors suggest otherwise. The highest and best use of an
asset might provide maximum value through its use either (1) in combination
with other assets or other assets and liabilities or (2) on a stand-alone
basis. See Section 5.2 for more information.
3.2.4 Step 3 — Identify the Principal or Most Advantageous Market
ASC 820-10
Definition of Fair Value
35-5 A fair value
measurement assumes that the transaction to sell the
asset or transfer the liability takes place either:
-
In the principal market for the asset or liability
-
In the absence of a principal market, in the most advantageous market for the asset or liability.
Underlying the fair value measurement objective in ASC 820 is
the concept of an entity transacting in the principal market for the asset or
liability (or equity instrument), or in the absence of a principal market, the
most advantageous market. ASC 820-10-20 defines the principal market as the
“market with the greatest volume and level of activity for the asset or
liability” and the most advantageous market as the “market that maximizes the
amount that would be received to sell the asset or minimizes the amount that
would be paid to transfer the liability, after taking into account transaction
costs and transportation costs.” The determination of the principal (or most
advantageous) market for an asset, liability, or equity instrument can affect
the fair value measurement since the exit price may differ from market to
market. The concept of a most advantageous market is relevant only if there is
no principal market for the asset, liability, or equity instrument subject to
the fair value measurement.
An entity identifies the principal (or most advantageous) market for the asset or
liability (or equity instrument) by first identifying all markets that it can
access to sell the asset or transfer the liability. ASC 820-10-35-6A requires
that an entity have access to the principal (or most advantageous) market. Then,
the entity determines, from the perspective of market participants, which market
has the greatest volume or level of activity (or in the absence of a principal
market, which market maximizes the fair value of the asset or minimizes the fair
value of the liability). If there is a principal market, the fair value
measurement should represent the price in that market, even if the price in a
different market is potentially more advantageous. ASC 820-10-35-5A clarifies
that an entity is not required to perform an exhaustive search to identify all
markets. In fact, unless contradictory evidence exists, it is generally presumed
that the market in which the reporting entity normally transacts is the
principal (or most advantageous) market. See Chapter 6 for more information.
3.2.5 Step 4 — Develop Assumptions That Market Participants Would Use to Measure Fair Value
ASC 820-10
Market Participants
35-9 A
reporting entity shall measure the fair value of an
asset or a liability using the assumptions that market
participants would use in pricing the asset or
liability, assuming that market participants act in
their economic best interest. In developing those
assumptions, a reporting entity need not identify
specific market participants. Rather, the reporting
entity shall identify characteristics that distinguish
market participants generally, considering factors
specific to all of the following:
-
The asset or liability
-
The principal (or most advantageous) market for the asset or liability
-
Market participants with whom the reporting entity would enter into a transaction in that market.
To meet the “exit price” measurement objective, an entity is
required to develop assumptions that market participants would use to determine
the price of an asset, liability, or equity instrument in an orderly transaction
as of the measurement date. ASC 820-10-20 defines market participants as
“[b]uyers and sellers in the [entity’s] principal (or most advantageous) market
for the asset or liability” that are (1) ”independent of each other,” (2)
knowledgeable, (3) ”able to enter into a transaction for the asset or
liability,” and (4) ”willing to enter into a transaction for the asset or
liability.” As noted in ASC 820-10-35-9, an entity “need not identify specific
market participants” but should “identify characteristics that distinguish
market participants generally.” The assumptions that market participants would
use when measuring the fair value of the asset, liability, or equity instrument
are relevant in the determination of the inputs to the fair value measurement.
An entity may not substitute the assumptions of market participants with its own
assumptions that differ from those of market participants. See Chapter 7 for more
information.
3.2.6 Step 5 — Measure Fair Value on the Basis of Available Inputs and Appropriate Valuation Techniques
ASC 820-10
30-2 When an asset is
acquired or a liability is assumed in an exchange
transaction for that asset or liability, the transaction
price is the price paid to acquire the asset or received
to assume the liability (an entry price). In contrast,
the fair value of the asset or liability is the price
that would be received to sell the asset or paid to
transfer the liability (an exit price). Entities do not
necessarily sell assets at the prices paid to acquire
them. Similarly, entities do not necessarily transfer
liabilities at the prices received to assume them.
30-3 In many cases, the
transaction price will equal the fair value (for
example, that might be the case when on the transaction
date the transaction to buy an asset takes place in the
market in which the asset would be sold). . . .
30-3A When determining
whether fair value at initial recognition equals the
transaction price, a reporting entity shall take into
account factors specific to the transaction and to the
asset or liability. For example, the transaction price
might not represent the fair value of an asset or a
liability at initial recognition if any of the following
conditions exist:
-
The transaction is between related parties, although the price in a related party transaction may be used as an input into a fair value measurement if the reporting entity has evidence that the transaction was entered into at market terms.
-
The transaction takes place under duress or the seller is forced to accept the price in the transaction. For example, that might be the case if the seller is experiencing financial difficulty.
-
The unit of account represented by the transaction price is different from the unit of account for the asset or liability measured at fair value. For example, that might be the case if the asset or liability measured at fair value is only one of the elements in the transaction (for example, in a business combination), the transaction includes unstated rights and privileges that are measured separately, in accordance with another Topic, or the transaction price includes transaction costs.
-
The market in which the transaction takes place is different from the principal market (or most advantageous market). For example, those markets might be different if the reporting entity is a dealer that enters into transactions with customers in the retail market, but the principal (or most advantageous) market for the exit transaction is with other dealers in the dealer market.
35-16AA In all cases, a
reporting entity shall maximize the use of relevant
observable inputs and minimize the use of unobservable
inputs to meet the objective of a fair value
measurement, which is to estimate the price at which an
orderly transaction to transfer the liability or
instrument classified in shareholders’ equity would take
place between market participants at the measurement
date under current market conditions.
Valuation Techniques
35-24 A reporting entity
shall use valuation techniques that are appropriate in
the circumstances and for which sufficient data are
available to measure fair value, maximizing the use of
relevant observable inputs and minimizing the use of
unobservable inputs.
35-24A The objective of
using a valuation technique is to estimate the price at
which an orderly transaction to sell the asset or to
transfer the liability would take place between market
participants at the measurement date under current
market conditions. Three widely used valuation
approaches are the market approach, cost approach, and
income approach. The main aspects of valuation
techniques consistent with those approaches are
summarized in paragraphs 820-10-55-3A through 55-3G. An
entity shall use valuation techniques consistent with
one or more of those approaches to measure fair
value.
ASC 820 applies at both initial recognition and subsequent
measurement if fair value is required or permitted by other Codification topics.
On initial recognition, the transaction price, which is an entry price, will
often equal fair value, which is an exit price. However, as discussed in ASC
820-10-30-3A, the transaction price may not equal fair value at initial
recognition in certain situations. In such cases, an inception gain or loss may
arise upon initial recognition of an asset or liability. See Chapter 9 for more information about the initial
measurement of an item at fair value.
Since a fair value measurement is an exit price, a quoted market price for the
identical asset, liability, or equity instrument (i.e., a Level 1 input)
constitutes the most reliable evidence of fair value and, when available, must
be used to measure fair value without being adjusted, except in limited
circumstances. When a Level 1 input is not available to measure the fair value
of an asset, liability, or equity instrument in its entirety, an entity will
need to measure fair value by using one or more appropriate valuation techniques
that incorporate available inputs. An entity must maximize relevant observable
inputs (i.e., Level 1 and Level 2 inputs) and use unobservable inputs (i.e.,
Level 3 inputs) only when relevant observable inputs are not available. See
Chapter 8 for more information about the fair value
hierarchy.
An entity measures fair value on the basis of one or more of the three valuation
approaches outlined in ASC 820-10-35-24A: (1) the market approach, (2) the
income approach, or (3) the cost approach. Further, the entity selects one or
more techniques “that are appropriate in the circumstances and for which
sufficient data are available” to maximize the use of observable inputs while
minimizing the use of unobservable inputs. If multiple techniques are used, the
entity should evaluate the resultant range and should select a point within the
range that is most representative of fair value.
The entity should evaluate the factors listed in ASC 820-10-35-54C to determine
whether there has been a significant decrease in the volume and level of
activity for the asset or liability in relation to normal market activity. This
determination will affect the entity’s selection of techniques or inputs and the
weight placed on quoted prices. If the volume and level of activity for the
asset or liability have significantly decreased, the entity may need to
significantly adjust the transaction or quoted price. Regardless, the entity’s
objective is to select an estimate that is most representative of fair
value.
See Chapter 10 for more information about the measurement of fair
value on the basis of available inputs and appropriate valuation techniques.
3.2.7 Step 6 — Allocate Fair Value Measurement to Individual Units of Account (if Necessary)
As discussed in step 1, the unit of account may differ from the unit of
valuation. In addition, an entity may need to perform allocations of fair value
measurements even when the unit of account and unit of valuation are the same.
In these circumstances, once the fair value is calculated at the level of the
unit of valuation (see step 5), the entity must allocate the fair value
measurement to the individual units of account that are subject to the fair
value measurement. Since ASC 820 does not specify how to perform this
allocation, the entity must consider the individual facts and circumstances,
along with other relevant Codification topics, in such cases. See
Section 4.3 for more information.
3.2.8 Step 7 — Classify the Fair Value Measurement Under the Fair Value Hierarchy and Prepare Disclosures
ASC 820 categorizes inputs used in fair value measurements into a three-level
fair value hierarchy. An unadjusted quoted price in an active market is the most
reliable measure of fair value and is categorized as Level 1. Fair value
measurements that incorporate observable inputs (i.e., quoted market prices in
active markets for similar assets or liabilities, quoted prices in inactive
markets for identical or similar assets or liabilities, or other inputs that are
observable or that can be corroborated through observable market data or in
other ways for substantially the entire term of the assets or liabilities)
represent Level 2 fair value measurements. Fair value measurements that
incorporate unobservable inputs represent Level 3 fair value measurements. A
fair value measurement that includes multiple inputs is categorized in its
entirety on the basis of the lowest-level input that is significant to the
entire measurement. In addition to requiring entities to classify fair value
measurements within the fair value hierarchy, ASC 820 requires entities to
provide various disclosures on the basis of such classification. See Chapters 8 and 11 for more information.
Footnotes
1
ASC 820-10-35-44 specifies the unit of account (which is also the unit of
valuation) that exists when an entity “holds a position in a single
asset or liability (including a position comprising a large number of
identical assets or liabilities, such as a holding of financial
instruments) and the asset or liability is traded in an active market.”
See Section 4.2 for more information.
2
See footnote 1.