Background
The objective of this project is to provide guidance to entities on how they should measure the fair value of assets and liabilities when required by other Standards. This project will not change when fair value measurement is required by IFRSs.
Discussion at the September 2005 IASB Meeting
At the September 2005 meeting, the IASB added the Fair Value Measurements topic to its agenda. The aim of the project is to provide guidance to entities on how they should measure the fair value of assets and liabilities when required by other Standards. This project will not change when fair value measurement is required by IFRSs.
Discussion at the November 2005 IASB Meeting
The staff conducted an education session on the FASB's working draft of a final Statement on Fair Value Measurements. In addition, the staff reviewed the scope of FASB's Fair Value Measurements project as it relates to IFRSs and the issues and questions to be addressed in preparing an IASB Exposure Draft and related Invitation to Comment.
No decisions were made.
At a previous meeting, the Board decided to issue the FASB's final Statement on Fair Value Measurements as an IASB Exposure Draft with an Invitation to Comment. The appendices in the FASB document dealing with consequential amendments and references to US GAAP pronouncements will be replaced with proposed consequential amendments and references to IFRSs. The Board further decided that there should be limited changes to the FASB's document. Instead, the Invitation to Comment should discuss any areas where the Board disagrees with the FASB's conclusions along with the basis for the disagreement. The staff expects these areas to be identified during Board deliberations during the December 2005 and January 2006 meetings whilst aiming toward issuance of the IASB Exposure Draft by April 2006.
Discussion at the December 2005 IASB Meeting
Definition of fair value
The staff presented a paper identifying and comparing the differences between the definitions of fair value in the FASB's draft Fair Value Measurements (FVM) standard to the definition in IFRS. This comparison was meant to assist the Board in concluding whether or not to replace the current IFRS definition of fair value with the FVM standard definition. The staff's overall recommendation was to replace the current IFRS definition of fair value with the definition of fair value in the FVM standard. However, the staff made it clear that it was not stating that this definition be applied to all instances where fair value is currently used in IFRS. This scoping issue is the subject for a separate discussion that would span several Board meetings.
The Board discussed in detail, the various components of the current and proposed definition of fair value in the context of the staff's analysis. Although the Board was in overall agreement to proceed with the proposed definition in the FVM standard, the following points were noted:
- Certain Board members wanted to see the various issues discussed pulled together and presented in some logical manner that would clarify how fair value is approached. As noted below, the Board was concerned that the proposed definition would cause confusion where this was not the intention.
- Some Board members were concerned about changing 'amount' to 'price' as this would change the meaning of fair value. This concern seemed to emanate around the treatment of transaction costs.
- The explicit discussion of 'exit values' in the draft guidance was seen by some as problematic. Illustrations were provided indicating that at the time of the transaction; the agreed price constitutes both an 'entry' and 'exit' value for that specific asset or liability. Others indicated that it was their belief that the current fair value definition already encompasses an exit value notion.
- Following on from this issue, the notion of 'marketplace participants' is believed by some Board members to be a less superior phrase to the widely accepted 'knowledgeable, willing parties' notion which is more readily understood to apply to a transaction between two parties without the necessity of the existence of a 'market'. The FASB's rationale for introducing the 'marketplace participants' notion as a means of excluding to the greatest extent possible, any entity specific factors when determining fair value, was noted.
The Board will be asked to debate the meaning of the 'reference market' notion at subsequent meetings.
Scope of the Fair Value Measurements Project
The Board considered a paper setting out on a Standard by Standard basis, which individual standards should be scoped in or out of this project. That paper was organised into three sections:
- Standards that require fair value measurement
- Standards that require fair value measurement by reference to another standard
- Standards that do not require fair value measurement
Within each of these sections, the staff made various proposals for the Board's consideration. Overall, the staff recommended not modifying as part of this project existing reliability clauses and practicability exceptions. The staff concluded that such modifications could result in significant changes to current practice and that any changes should be considered on a standard-by-standard basis separately from this project.
Standards that require fair value measurement
The following standards were noted as requiring assets or liabilities to be measured at fair value in certain circumstances:
- (a) IAS 11 - Construction Contracts
- (b) IAS 16 - Property, Plant and Equipment
- (c) IAS 17 - Leases
- (d) IAS 18 - Revenue
- (e) IAS 19 - Employee Benefits
- (f) IAS 20 - Accounting for Government Grants and Disclosure of Government Assistance
- (g) IAS 26 - Accounting and Reporting by Retirement Benefit Plans
- (h) IAS 33 - Earnings per Share
- (i) IAS 36 - Impairment of Assets
- (j) IAS 38 - Intangible Assets
- (k) IAS 39 - Financial Instruments: Recognition and Measurement
- (l) IAS 40 - Investment Property
- (m) IAS 41 - Agriculture
- (n) IFRS 1 - First-time Adoption of International Financial Reporting Standards
- (o) IFRS 2 - Share-based Payment
- (p) IFRS 3 - Business Combinations and the June 2005 Exposure Draft
- (q) IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations
The Board agreed with the staff recommendations (as set out in the observer notes) for each standard except in the following instances:
- IAS 18 - the staff concluded that in the instances where an entity received services for dissimilar goods or services, the measurement objective is not consistent with the draft FVM standard and therefore IAS 18 should be excluded from the scope. The Board noted this issue but indicated a preference to include IAS 18 within the scope of the FVM Standard as this is a minor part of the fair value requirements in IAS 18. The confusion caused in the market if the Board were to exclude IAS 18 from the project would be undesirable.
- IFRS 2 - due to the grant date model, the Board noted the issue that may arise where an entity measures a share-based payment transaction by reference to the equity instruments granted, not the goods or services received. However, the Board decided to include IFRS 2 within the scope of the FVM Standard on the same basis as for IAS 18.
Standards that require fair value measurement by reference to another standard
- (a) IAS 2 - Inventory
- (b) IAS 21 - The Effects of Changes in Foreign Exchange Rates
- (c) IAS 27 - Consolidated and Separate Financial Statements
- (d) IAS 28 - Investment in Associates
- (e) IAS 31 - Interests in Joint Ventures
- (f) IAS 32 - Financial Instruments: Presentation and Disclosure
- (g) IFRS 4 - Insurance Contracts
- (h) IFRS 7 - Financial Instruments
The Board agreed with the staff recommendation that discussion of the above is not necessary as these standards do not contain any additional requirements to measure assets or liabilities at fair value.
Standards that do not require fair value measurement
- (a) IAS 1 - Presentation of Financial Statements
- (b) IAS 7 - Cash Flow Statements
- (c) IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors
- (d) IAS 10 - Events After the Balance Sheet Date
- (e) IAS 12 - Income Taxes
- (f) IAS 14 - Segment Reporting
- (g) IAS 23 - Borrowing Costs
- (h) IAS 24 - Related Party Disclosures
- (i) IAS 29 - Financial Reporting in Hyperinflationary Economies
- (j) IAS 30 - Disclosures in the Financial Statements of Banks and Similar Financial Institutions
- (k) IAS 34 - Interim Financial Reporting
- (l) IAS 37 - Provisions, Contingent Liabilities and Contingent Assets
- (m) IFRS 6 - Exploration for and Evaluations of Mineral Reserves
With regard to IAS 37, the Board concurred with the staff that the measurement principles therein are consistent with fair value principles in many respects and went further to state that when the amendments to IAS 37 are finalised, it would add explicit reference to fair value to clarify this issue.
Discussion at the February 2006 IASB Meeting
This was a brief session to inform the Board about recent tentative decisions of the FASB on its fair value measurement standard. No observer notes were provided for this session.
The FASB discussed the fair value hierarchy at its last meeting. FASB's exposure draft had proposed a five-level fair value hierarchy. The FASB has come to the conclusion that it is difficult to distinguish levels two to four in the hierarchy. They have therefore reduced the hierarchy to three levels. The FASB has not made other changes to its proposed fair value guidance.
The staff said that discussion will continue in March.
Discussion at the May 2006 IASB Meeting
Principles of the fair value measurement project
The following principles were put to the Board as those forming the foundation of the fair value measurement project:
- The objective of a fair value measurement is to determine the price that would be received for an asset or paid to transfer a liability in a transaction between market participants at the measurement date.
- The definition of fair value and its measurement objective should be consistent for all fair value measurements required by IFRS.
- A fair value measurement should reflect market views of the attributes of the asset or liability being measured and should not include views of the reporting entity that differ from market expectations.
- A fair value measurement should consider the utility of the asset or liability being measured. As such, the fair value measurement should consider the location and the condition of the asset or liability at its measurement date.
The Board concurred with the staff that the above principles form the foundation of the fair value measurement project.
Revised definition of fair value
In the staff's view, the FASB's revised definition of fair value is substantively similar to the one tentatively approved by the IASB in December 2005. Based on that, the IASB agreed that the revised definition is consistent with the measurement objective.
However, some Board members expressed concern about the change to a 'price' rather than 'amount'. In addition, the revised definition is based on an exit price notion that does not consider prices that exist other than the exit price. As a consequence, other Board members noted that the current definition will require measurement based on a hypothetical market that, for some types of assets and liabilities, cannot be calibrated with reality and in most cases will result in day 1 gains or losses, which constituents are uncomfortable with.
Revised fair value hierarchy
The draft fair value measurement statement indicates that valuation techniques used to measure fair value shall maximise the use of observable inputs and minimize the use of unobservable inputs. The hierarchy prioritises the inputs to valuation techniques used to measure fair value based on their observable or unobservable nature.
The revised three-level hierarchy is summarised as follows:
- Level 1 inputs are observable inputs that reflect quoted prices for identical assets or liabilities in active markets the reporting entity has the ability to access at the measurement date.
- Level 2 inputs are observable inputs other than quoted prices for identical assets or liabilities in active markets at the measurement date.
- Level 3 inputs are unobservable inputs, for example, inputs derived through extrapolation or interpolation that cannot be corroborated by observable data. However, the fair value measurement objective remains the same. Therefore, unobservable inputs should be adjusted for entity information that is inconsistent with market expectations. Unobservable inputs should also consider the risk premium a market participant (buyer) would demand to assume the inherent uncertainty in the unobservable input.
IFRSs currently does not have a single hierarchy that applies to all fair value measures. Instead individual standards indicate preferences for certain inputs and measures of fair value over others, but this guidance is not consistent among all IFRSs.
The Board agreed with the staff's conclusion that the revised hierarchy in the draft fair value measurement statement is consistent with the principles discussed above and that the hierarchy in the draft fair value measurement statement represents an improvement over the disparate and inconsistent guidance currently in IFRSs.
Unit of account and fair value measurements
The Board agreed that it is not appropriate or practical to provide detailed guidance on the unit of account within the fair value measurement project. Determining the appropriate unit of account is a critical element of accounting and is not always consistent from one asset or liability to another or from one type of transaction to another.
Determination of which market
The Board agreed with the FASB's conclusion to adopt the 'principal market' view. While this will result in a change from the 'most advantageous' view currently in IFRS, the 'principal market' view more accurately reflects the fair value measurement objective and provides a more representative measure of fair value by giving preference to highly liquid markets over less liquid markets.
Transaction price presumption
At the December 2005 meeting, the IASB tentatively agreed the fair value measurement objective was an exit price. The December discussion highlighted the conceptual difference between transaction price (what an entity would pay to buy an asset or receive to assume a liability) and an exit price objective (what an entity would receive to sell an asset or pay to transfer a liability). The staff concluded that an entity cannot presume an entry price to be equal to an exit price without considering factors specific to the transaction and the asset or liability. As a consequence, the staff plans to bring a separate discussion of day 1 gains or losses to the Board at a future meeting.
The Board shared the concerns of the staff that if a transaction price were presumed to be fair value on initial measurement, entities might not sufficiently consider the differences between an entry transaction price and an exit fair value. As such, IFRSs should require an entity to consider factors specific to the transaction and the asset or liability in assessing if the transaction price represents fair value.
Fair value within the bid-ask spread
Entities often transact somewhere between the bid and ask pricing points, particularly if the entity is a market maker or an influential investor. However, application of the rule in IAS 39 results in consistency across entities without consideration of entity specific factors that may influence where within the bid-ask spread the entity is likely to transact. Further, the rule creates a bright-line in quoted markets, thus limiting the use of judgement and subjectivity in the fair value measurement.
The Board agreed to add a discussion to the invitation to comment that communicates agreement with the principle in the draft fair value measurement statement. The discussion would state that it is not appropriate to use a consistently applied pricing convention as a practical expedient to fair value. This recommendation would result in both a change to existing IFRSs as well as a departure from the FASB's draft fair value measurement statement.
Transaction and transportation costs in measuring fair value
The definitions of transaction type costs vary in IFRSs, though such costs are consistently excluded from fair value measurements. Currently, IFRSs are not clear (with the exception of IAS 41) whether transportation costs are an attribute of the asset or liability, and as such should be included in the fair value measurement.
The draft fair value measurement statement defines transaction costs as the incremental direct costs to transact in the principal or most advantageous market. Incremental direct costs are costs that result directly from, and are essential to, a transaction involving an asset (or liability). Incremental direct costs are costs that would not be incurred by the entity if the decision to sell or dispose of the asset (or transfer the liability) was not made.
In the draft fair value measurement statement, the FASB concluded the fair value measurement of the asset or liability shall include only those costs that are an attribute of the asset or liability. The FASB concluded transaction costs are an attribute of the transaction, not an attribute of the asset or liability. Therefore the fair value measurement of the asset or liability shall not include transaction costs.
The staff agreed with the conclusions in the draft FVM statement regarding transportation and transaction costs. However, the staff concluded that the discussion of what types of costs are attributes of the asset or liability could be more robust as it is difficult to decipher justification for different treatment of transaction costs and transportation costs in the current discussion in the draft FVM statement. As such, the staff recommended, and the Board agreed that the invitation to comment should include a question on the sufficiency of the discussion of costs that are attributes of an asset or liability, such as transportation costs.
Discussion at the June 2006 IASB Meeting
The Board continued its discussion of Fair Value Measurements (FVM), and reviewed the current project plan and due process steps. In addition, the Board had a preliminary discussion on accounting for 'day-one gains'.
Project Plan and Due Process
The Board was briefly updated on the developments from the last FASB meeting at which the Fair Value Measurements project was discussed.
The Fair Value Measurement project was added to the IASB's agenda in September 2005. At that time, the Board decided that they would expose the FASB's final FVM standard as an IASB exposure draft, not modifying it other than change US GAAP references to the appropriate IFRS references.
Since then, the staff has become aware of concerns raised by IASB constituents. These include:
- As the FVM project could change how fair value is measured, some think that proceeding directly to an IASB exposure draft based on the final FASB document could potentially short-cut the IASB's due process requirements.
- As the FASB document applies a different concept of fair value from that of older IFRSs, constituents have problems with the conceptual reasons for changing to an 'exit price objective' of fair value, particularly when an entity have no intention to sell an asset.
- As fair value is being increasingly used, fundamental questions regarding relevance and reliability need to be debated prior to completion of the project.
Due to these concerns, the staff presented the Board with two alternative solutions:
- The first alternative was a modified plan which still would include issuing the FASB document as an exposure draft, in addition to conducting field visits and round-table discussions to get input from constituents.
- The second alternative was to issue the FASB document as a discussion paper, deliberate this, and then issue an exposure draft. This would allow the Board more time and more flexibility to address the concerns raised by constituents and hopefully a better standard, even if this route will be a longer one.
The Board expressed sympathy for the concerns raised by the constituents, and the majority of Board members agreed that this would require a shift from the current project plan to alternative two which is to issue the FASB document as a discussion paper. However some Board members thought that the second alternative should be avoided as this would delay the issuing of a final standard too long. Alternative two will result in a final IFRS in late 2008 or early 2009.
Some Board members thought that it would be crucial to communicate with constituents that this move away from the current project plan and towards the discussion paper route would take more time, but that it would be done to ensure the interest of constituents.
The Board voted in favour of alternative two, resulting in a discussion paper being issued based on the FASB document. The Board noted that a final plan could not be put together before the final FASB document is issued. As long as the FASB have not issued their final document including, e.g. their application guidance, the IASB will not have a public document accessible for issuing as the IASB's discussion paper.
Day-one Gains and Losses
Fair value, as defined in the FASB's document is an exit price. As a result of the Board's tentative approval of the exit price definition of fair value, in circumstances where an asset or a liability is required to be measured at fair value on initial recognition, a day-one gain or loss may be recorded.
The staff believes the existing guidance in IAS 39 is inconsistent with the exit price notion as tentatively approved by the Board, and therefore needs amendment. The Board was asked whether they would consider:
- To make only consequential amendments to conform IAS 39 with the guidance in the Fair Value Measurement statement and to leave the current guidance on recognition of day-one gains and losses in IAS 39.
- Making consequential amendments and change the existing guidance in IAS 39.
The Board decided that they would not make any amendments right now, but rather put a question in the discussion paper whether this should be dealt with in a separate project or as a part of the Fair Value Measurement project.
September 2006: FASB issues fair value measurement standard
On 15 September 2006, the US Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157 Fair Value Measurements. FAS 157 provides enhanced guidance for using fair value to measure assets and liabilities. It applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. FAS 157 does not expand the use of fair value in any new circumstances. Click for:
Some points about FAS 157:
- 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 in the market in which the reporting entity transacts.
- Fair value should be based on the assumptions market participants would use when pricing the asset or liability.
- FAS 157 establishes a fair value hierarchy that prioritises the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data, for example, the reporting entity's own data.
- Fair value measurements would be separately disclosed by level within the fair value hierarchy.
- FAS 157 is effective for financial statements issued for fiscal years beginning after 15 November 2007, and interim periods within those fiscal years. Early adoption is permitted.
- FAS 157 may be downloaded from FASB's Website without charge.
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The IASB has on its agenda a project on fair value measurement. It is one of the convergence projects with the FASB. This means that the IASB and the FASB plan to have similar, if not identical, definitions and guidance relating to fair value measurements. The IASB plans to issue a discussion paper in the fourth quarter of 2006 that will:
- indicate the IASB's preliminary views on the provisions of FAS 157;
- identify differences between FAS 157 and fair value measurement guidance in existing IFRSs; and
- invite comments on the provisions of FAS 157 and on the IASB's preliminary views about those provisions.
Discussion at the September 2006 IASB Meeting
The staff noted that FAS 157 Fair Value Measurements was issued on 15 September 2006 (see IAS Plus News Story of 19 September 2006). The IASB staff can now complete the preparation of an IASB Discussion Paper on Fair Value Measurements, which will comprise:
- FAS 157;
- excerpts of existing FVM guidance in IFRSs; and
- an Invitation to Comment that expresses the Board's preliminary views and requests constituent input on certain matters
Non-performance risk
The Board noted that IFRSs currently do not discuss non-performance risk in relation to the fair value of liabilities. IAS 39 requires the fair value of a financial liability to reflect the credit quality of the instrument. Reflecting credit quality in the fair value measurement of a financial liability effectively causes the fair value measurement to reflect the risk that the obligation will not be fulfilled. FAS 157 extends this principle to the fair value measurement of both financial and non-financial liabilities.
It was noted that non-financial liabilities include both credit risk (which related to the financial component) and non-performance risk (which related to the activity). After some discussion, the Board agreed to include a preliminary view in the invitation to comment agreeing with the concept that the fair value of a liability should reflect the non-performance risk relating to that liability (in addition to credit risk).
Issues in the Invitation to Comment
Entry and exit prices
The Board agreed that the Invitation to Comment should discuss the concepts of entry and exit prices without stating a preliminary view. The Discussion Paper will address two views without stating a preference. The discussion note that the notion of a price established between 'a willing buyer and a willing seller' matters only when one is shifting markets. In many IASB standards, 'fair value' is used to mean an exit price; in a few (such as IFRS 3, IAS 39, and IAS 41), the phrase is used to mean an entry price. Board members found using the same phrase to communicate two different measurement objectives confusing. Board members noted that they might need to reassess the measurement objective in IFRS 3, IAS 39, and IAS 41 should they adopt the approach in FAS 157 paragraph 17(d), which allows the use of a price other than the transaction price to represent fair value if the transaction occurred in a market other than the principal or most advantageous market.
The staff proposed wording 'on the fly', which they will bring back to the Board.
Principal or most advantageous market
IAS 39 requires an entity to use the most advantageous active market in measuring the fair value of a financial asset or liability when multiple markets exist, whereas IAS 41 Agriculture requires an entity to use the most relevant market. By comparison, the FAS 157 requires an entity use the principal market for the asset or liability. In the absence of a principal market for the asset or liability, the entity uses the most advantageous market. The principal market is the market in which the reporting entity would sell the asset or transfer the liability with the greatest volume and level of activity for the asset or liability. The most advantageous market is the market in which the reporting entity would sell the asset or transfer the liability with the price that maximizes the amount that would be received for the asset or minimizes the amount that would be paid to transfer the liability, considering transaction costs in the respective market(s). In either case, the principal (or most advantageous) market (and thus, market participants) should be considered from the perspective of the reporting entity, thereby allowing for differences between and among entities with different activities.
The Board reconfirmed their view taken in May 2006, namely:
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When multiple markets exist for an asset or liability, the fair value measure should be based on the principal market for that asset or liability. If there is no principal market, the most advantageous market should be used. In both instances, the principal or most advantageous market should be determined from the perspective of the reporting entity.
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A question will be asked on this topic in the Invitation to Comment.
Calling 'level 3' measurements 'fair value'
The Board noted that FAS 157 establishes a three level hierarchy for categorising and prioritising inputs for fair value measurements. Level 3 of the hierarchy is 'unobservable inputs' for the asset or liability (that is, they are not observable in a market). Unobservable inputs are used to measure fair value only to the extent that observable inputs are not available. These inputs reflect the reporting entity's own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). When Level 3 measures are used, FAS 157 prescribes additional disclosures.
The Board agreed that the disclosure requirements in FAS 157 highlight sufficiently the nature of the fair value measurement so that users of financial statements can develop a view of the potential uncertainty of that measurement. Therefore, it would not be necessary to include in the Discussion Paper a discussion of whether measurements comprised of significant Level 3 inputs should be labelled something other than fair value.
Block premiums and discounts
The Board agreed to address the issue of whether block premiums and discounts should be discussed in the Discussion Paper. Such premiums or discounts may arise when a larger-than-normal quantity of an asset or liability is being sold in a market. Board members noted that the requirement to use the 'Price x Quantity' formula is limited to Level 1 measures, and that this opens the treatment of block purchases and sales to abuse, since it could be argued that these should be measured using Level 2 or 3 inputs.
Board members also agreed that there is a need to distinguish illiquidity caused by the size of the block from that caused by the thinness of the market.
The staff will draft a question on this issue for inclusion in the Invitation to Comment.
Day 1 gains and losses
The Board noted that an exit price measurement objective could have significant implications on certain fair value measurements in IFRSs, particularly in IAS 39 on initial recognition. They reasoned that it is important to highlight situations where the guidance in FAS 157 differs significantly from current IFRSs. Further, convergence on the day-one gain matter is a high-profile issue to many large financial institutions and is an area where the staff expects many comments. The Invitation to Comment will contain a discussion and question on the transaction price presumption.
US GAAP-specific material contained in FAS 157
The Board agreed that, in the interests of timely publication, they would not alter FAS 157 in any way for the purposes of the Discussion Paper and Invitation to Comment, and that it would therefore have US GAAP-specific material. The Invitation to Comment would note that any Exposure Draft would be IFRS-specific.
Next steps
On a poll, 12 Board members voted to issue the Invitation to Comment and Preliminary Views, and one Board member abstained, pending resolution of the discussion of entry and exit prices.
The Discussion Paper is scheduled for publication in late 2006.
November 2006: Discussion Paper Issued
On 30 November 2006, the IASB published for public comment a Discussion Paper on Fair Value Measurements. The Discussion Paper sets out the IASB's preliminary views on how to measure fair values when fair value measurement is already prescribed under existing IFRSs. It does not propose any extensions of the use of fair values. The DP is built around FASB's recently issued SFAS 157 Fair Value Measurements. SFAS 157 establishes a single definition of fair value together with a framework for measuring fair value for financial reports prepared in accordance with US GAAP. Click for IASB Press Release (PDF 53k).
The Discussion Paper will be available without charge on the IASB's website starting 11 December 2006. Comment deadline is 2 April 2007 [extended to] 4 May 2007. The IASB plans to publish an Exposure Draft in 2008.
Discussion at the January 2007 IASB Meeting
Extension of the comment deadline on the Discussion Paper
The staff reported that several constituents had asked the Board to extend the deadline for comments on the Board's Discussion Paper Fair Value Measurements. The constituents highlighted that the comment period coincided with the financial reporting season for those with calendar year ends and asked for more time so that an important and complex document could receive the attention it deserved.
The Board agreed unanimously to extend the deadline for comments to Friday 4 May 2007.
Discussion at the September 2007 IASB Meeting
The staff informed the Board that the FASB had formed a Valuation Resource Group (VRG). The purpose of the VRG is to provide the FASB with input for clarifying the guidance related to the application of the principles in SFAS 157 Fair Value Measurement when fair value is required or permitted under US GAAP. The VRG is drawn from accounting firms, valuation advisers, preparers, users, regulators and standard setters. The first meeting of the VRG is planned for 1 October 2007. Issues raised at that meeting will be brought to the October FASB meeting.
The IASB staff noted that any decisions made by the FASB are likely to have implications for valuations performed under IFRSs because constituents may apply the US guidance in the absence of IFRS guidance. The staff will keep the Board informed of the project.
No decisions were made.
Discussion at the October 2007 IASB Meeting
The staff presented their analysis of comments received on the IASB's discussion paper on fair value measurement. The discussion paper was issued as a 'wrap around' of FASB Statement of Financial Accounting Standards No. 157. The complete analysis is available in the Observer Notes section on the IASB's website (Agenda Paper 2C).
The staff asked the Board to do the following:
- consider the main points raised in the comment letters (136 received);
- affirm the project objectives; and
- approve the staff's preliminary project plan.
The main points raised in the comment letter by constituents included (please refer to Agenda Paper 2C for a detailed analysis):
- General agreement to that the fair value measurement project is needed;
- Concerns about how to provide guidance on determining fair value when it is not clear in which circumstances;
- The interaction between the fair value measurement project and the conceptual framework project (in particular, phase C which covers measurement);
- The view that in many situations an entry price notion is superior to an exit price notion;
- Fair value is more akin to a heading for a 'family' of measurement bases and accordingly terms should be used which are more descriptive (that is, more clearly articulate what the Board's intended measurement basis in that situation is); and
- With regard to measuring liabilities at fair value, the respondents raised concerns about the application of a transfer notion instead of a settlement notion and asked for guidance as to the meaning of non-performance risk.
Regarding the interaction between this project and the Conceptual Framework project, some Board members noted that the outcome of this project is only one of a number of possible measurement bases that will be in the revised Framework. Consequently, the impact on the Framework project is only minor. The staff confirmed that it consults with staff of the Framework project on a regular basis.
Some Board members observed that the notion 'entry price' should be as well defined as 'exit price'. Staff noted that this is part of the proposed project plan.
No decisions were made.
The Board was also asked to agree on the following project objectives:
- Development of principles and measurement guidance for an exit price measurement basis; and
- Completion of a standard-by-standard review of fair value measurements permitted or required in IFRSs to asses whether each standard's measurement basis is an exit price. If the Board does not agree, will it agree to decide on a case-by-case basis whether or not to develop measurement guidance for those other measurement bases.
The Board agreed to both objectives. On the second bullet point, it was clarified that this analysis will not lead to the development of additional guidance for those measurement bases that will be identified as not fitting in the definition of fair value for the purpose of the fair value measurement project. However, the Board noted that a working definition for fair value must first be agreed on before the analysis can be done.
Additional Discussion at the October 2007 IASB Meeting
This was an education session and accordingly no decisions were made.
The session was led by representatives of the valuation profession to illustrate practical valuation concepts and issues (the complete presentation [Agenda Paper 11A] can be obtained from the Observer Notes section on the IASB Website). The focus was on the valuation methodologies used in the measurement of tangible and intangible non-financial assets.
The background of the session was the Discussion Paper on Fair Value Measurements that was issued by the IASB in November 2006.
The main topics of the presentation were:
- Value concepts in IFRSs
- The purchase price allocation process
- Overview of valuation methodologies (that is cost approach, market approach, income approach)
The presenters' main focus was the valuation requirements resulting from a business combination and what are the factors valuation professionals consider in such transactions.
Although this was an education session only the Board showed particular interest in certain topics of the presentation:
- If and how appraisers exclude entity-specific factors from their valuation models
- Customer-related intangible assets (separation and assumptions used in valuation)
- Consideration of tax in the valuation process
- Separation and valuation of contingent liabilities
On the last point, the representatives of the valuation profession admitted that they have difficulties identifying all contingent liabilities and how to value them based on a transfer notion (that is what would an entity have to pay to pass on the risk in contrast to a settlement notion).
Discussion at the November 2007 IASB Meeting
The staff began the morning session by informing the Board about the latest developments in relation to the implementation of SFAS 157 Fair Value Measurements which is the basis for the Discussion Paper published by the IASB. The developments included the deferral of the effective date of SFAS 157 for non-recurring measurements (for example in business combinations). It was noted that these developments would have no impact on the IASB project on fair value measurements.
The staff presented its preliminary definitions of 'current exit price' and 'current entry price' for assets and liabilities that will be used in the standard-by-standard review. The Board and the staff reiterated that they do not want to change the measurement within the standards. The goal of the analysis carried out by the staff would be to find out which measurement attribute the Board and its predecessor (the IASC) had in mind when using the term 'fair value'.
The preliminary working definitions of the staff are as follows:
- Assets:
- Current entry price: The price that would be paid to buy an asset in an orderly transaction between market participants at the measurement date.
- Current exit price: The price that would be received to sell an asset in an orderly transaction between market participants at the measurement date.
- Liabilities:
- Current entry price: The price that would be received to incur a liability in an orderly transaction between market participants at the measurement date.
- Current exit price I (transfer notion): The price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date.
- Current exit price II (settlement notion): The price that would be paid to settle a liability in an orderly transaction at the measurement date.
At the request of a Board member staff confirmed that possible components of fair value will be addressed in later stages of the project. The staff also confirmed that it will involve practitioners to gain insight into current valuation practice in the specific circumstances.
The Board had a short discussion on certain aspects of fair value measurement and was informed by staff that some of the issues will be discussed at the December Board meeting.
The Board agreed on the preliminary definitions of current entry price and current exit price for assets and liabilities and that staff should not consider other measurement bases for the purpose of the standard-by-standard review.
Discussion at the December 2007 IASB Meeting
The purpose of this session was to continue the deliberations on the issues in the Fair Value Measurements Discussion Paper and to present an analysis of the 'market participants view' under SFAS 157 compared to the 'knowledgeable, willing parties in an arm's length transaction' in IFRSs.
After staff review of the two approaches, the Board was asked if it agrees with the staff analysis on the market participants view. Some Board members raised concerns about the possible differences of the notion 'market participants view' in comparison to a 'knowledgeable, willing party'. The staff noted that they see no differences in content. One Board member asked why a change in terminology would then be necessary as constituents are familiar with the notion of a 'knowledgeable, willing party'. Other Board members said that the document must make clear that the terms are interchangeable.
After this the Board discussed what a market is and whether, for certain transactions, one can assume a market exists if, for example, actually only two parties are acting. As no definition of 'market' was provided, the Board asked the staff to develop an analysis. As all further discussions depend on the outcome of that analysis the Board agreed to postpone discussion of the other items in the agenda paper to a later Board meeting. No further decisions were made.
Discussion at the March 2008 IASB Meeting
Whether the fair value measurement project should have a working group or other type of specialist advisory group
The Board has on its agenda a project on fair value measurement that aims to provide guidance on how to determine fair value if a standard requires or allows fair value measurement.
The staff informed the Board that it worked under the assumption that a working group would not be required as there is an overlap with existing working groups that could be involved as required. On further reflection, the staff has concluded that this approach does not work as it proved difficult to involve the other working groups without a clear mandate.
The staff also believes that it would not be necessary to set up a formal working group but instead to establish a 'technical advisory group' (TAG) that could work on a informal, as-needed basis. Information exchange could be done in person or via electronic communication. However, the IASB Due Process Handbook requires the Board's consent for not establishing a working group for a major project.
One Board member raised the question whether the Valuation Resource Group of the FASB could be involved. The staff answered that this group would interpret and implement SFAS 157, the US standard providing fair value measurement guidance.
The Board agreed not to establish a working group, but to form a technical advisory group instead.
Discussion at the April 2008 IASB Meeting
Representatives of the International Valuation Standards Committee (IVSC) presented an education session to the Board on four valuation issues. No decisions were made at this education session.
The four issues presented by the IVSC delegation were:
- What is the difference between 'price' and 'value'?
- Is there a valuation difference between an entry and an exit price?
- Highest and best use
- What makes the market?
What is the difference between 'price' and 'value'?
The representatives made clear that in their view 'price' is the amount agreed on in a transaction while 'value' is the outcome of a valuation. In practice, most valuations assume a transaction but, depending on the purpose of the valuation exercise, a value could also be entity-specific. It was made clear that in many cases price and value would result in (nearly) the same number. It was also noted that the IVSC standards use three types of valuation with two of them taking a market view and one of them being an entity-specific approach which could possibly result in different amounts for the same valuation object.
Some Board members were confused by the terminology used by the presenters and it was agreed that this could be the cause for much confusion within the constituency and that any communication by the Board must clearly articulate what they mean. One Board member noted that 'value' must always be accompanied by an adjective as people understand different things in different situations. Other Board members were confused about where the difference in amounts results from. The IVSC representatives explained that there are many reasons (for example, synergies).
Is there a valuation difference between an entry and an exit price?
The delegation moved then on to the second question. The representatives explained that the profession holds the view that for non-entity-specific values entry and exit price for the same market should be the same. Often a perceived difference results because entry price is determined on a different market than the exist price. The Board had a lengthy discussion on that issue with a view on the guidance in US GAAP.
Highest and best use
The highest and best use is terminology from the US GAAP standard SFAS 157 Fair Value Measurements that assumes an entity would also use its asset the best way it can. It was highlighted that the SFAS 157 definition is very similar to the IVSC one. It was noted that this is not a different type or basis of value and that it is inherent in any basis that requires the estimate of an open market transaction. Some Board members expressed their doubt that this always could be assumed for liabilities.
What makes the market?
The representatives explained that there is an opinion that fair values could only be made where active markets exist. They made it clear that in their view this is not the case. The valuation profession assumes as long as there is enough evidence to establish a valuation it is assumed that a market exist even if the degree of reliability is lower than that for a market with frequent transactions. They would not necessarily link value and liquidity. The Board showed interest in the valuation for some of the instruments where markets have contracted recently and had some debate on that point with the representatives.
The Chairman closed the session by asking the IVSC representatives if they have experts on valuing liabilities that could participate in the planned IASB technical experts group. The representatives confirmed that such experts would be available to participate in the group.
Discussion at the May 2008 IASB Meeting
Discussion of the Meeting of the IASB Expert Advisory Panel on Valuing Financial Instruments in Illiquid Markets
The issue was added to the agenda with short notice and no observer notes were available.
The staff informed the Board that the Financial Stability Forum has established an expert advisory panel to assist the IASB in enhancing its guidance on valuing financial instruments when markets are no longer active.
In addition the staff noted the following:
- The first meeting will take place on 13 June 2008.
- At the first meeting the panel will decide on the form of guidance issued, e.g. best practice guidance or input for amendment of standards.
- The duration of the panel is expected to be two or three months.
June 2008: IASB Forms an Expert Advisory Panel on Valuing Financial Instruments in Inactive Markets
On 5 June 2008, the IASB formed an expert advisory panel on valuation of financial instruments in inactive markets, in response to Recommendations made by the Financial Stability Forum (FSF). The new panel will assist the IASB in:
- reviewing best practices in the area of valuation techniques, and
- formulating any necessary additional practice guidance on valuation methods for financial instruments and related disclosures when markets are no longer active.
Organisations participating in the panel include AIG (American International Group); Basel Committee on Banking Supervision; BNP Paribas; Capital International Research Inc.; Citigroup; Deloitte; Deutsche Bank; Ernst & Young; Financial Stability Forum; Fitch Ratings; Goldman Sachs; HSBC; International Association of Insurance Supervisors; International Organization of Securities Commissions (IOSCO); KPMG; Pioneer Investments; PricewaterhouseCoopers; Swiss Re; and UBS. FASB will have a staff observer. The first meeting of the panel will take place on 13 June 2008 in private session. A summary of the meeting will be presented to the IASB at its June 2008 meeting and will be published on its website. More Information on IASB's website. Related resources are available on our Credit Crunch Page.
Discussion at the June 2008 IASB Meeting
Fair Value Measurements Expert Advisory Panel on Valuing Financial Instruments in Inactive Markets: Meeting update
The staff presented a summary of the first meeting held on 13 June 2008 of the Expert Advisory Panel.
The staff noted that the purpose of that meeting was to identify the issues arising on valuing financial instruments when markets are no longer active and that possible solutions will be discussed at future meetings.
In addition the staff noted the following:
- No decision was made regarding the form of guidance the panel will provide, e.g. best practice guidance or input for amendment of standards.
- Subsets of the issues identified will be discussed by a subgroup of panel members at the next meetings in July (measurement issues) and August (disclosure issues). Meeting dates have not yet been confirmed. The meetings will be held in private sessions with public updates being provided at the July and September Board meetings.
- The last meeting is expected to be in September 2008.
Updates on the activities of the panel are also available on the IASB's website.
Discussion of the Fair Value Measurements Project
Following the joint IASB-FASB meeting in April 2008 the Board discussed the way forward in this project. At the joint meeting the IASB decided not to re-debate all aspects of the Fair Value Measurement discussion paper (the DP), i.e. not to fully re-debate FAS 157 Fair Value Measurements on which the DP is based. Instead the Board agreed to redeliberate certain areas of confusion or areas in which FAS 157 had proved difficult to apply.
The staff presented an analysis of issues raised in the DP and provided recommendations on whether a particular issue should be redeliberated or not. Technical aspects of fair value measurement were not discussed at this meeting.
The Board agreed to discuss further the topics listed below. These topics will be redeliberated mainly because the Board did not express a preliminary view in the DP and/or comments received on the DP indicated a need for further discussion:
The exit price measurement objective
The Board agreed to consider both entry and exit notions of fair value measurement based on the standard-by-standard review currently performed by the staff.
The market participant view
In general the Board reaffirmed its preliminary view in the DP. However, the staff was asked to improve the wording in order to address concerns raised by constituents. In particular, it should be clarified how to apply the market participant view in cases where no market exists (for example, liabilities that cannot be transferred).
Transfer vs. settlement of a liability
The Board agreed to a staff analysis that this is an important cross-cutting issue for other Board projects, particularly, amendments to IAS 37.
Transaction price and fair value at initial: Day one gains and losses
This issue is considered to be interrelated with the entry vs. exit price issue.
The principal (or most advantageous) market
The Board reaffirmed the preliminary view in principal but noted that questions about the practical application needs to be resolved.
Valuation of liabilities: Non-performance risk
There seemed to be a broad consensus to reaffirm the preliminary view that non-performance risks needs to be considered when measuring the fair value. However, the majority of Board noted that this is an important cross-cutting and that there are unresolved issues with regard to presentation (of the counter-entry) and disaggregation.
Highest and best use
The staff intends to address comprehensively all issues relating to 'different markets'.
Bid-ask spreads: Applicability of mid-market pricing to all levels of the hierarchy?
The staff noted that the Board still needs to reach a preliminary and that the question of which transaction costs are to be included will be addressed in this context.
Issues not discussed
- Disclosures: Redeliberation in light of current market environment
- Application guidance: Redeliberation in light of current market environment
Topics not to be redeliberated
The Board decided not to redeliberate the following five topics:
1. Attributes (characteristics) specific to an asset or liability
2. Whether transaction costs are separate from fair value
The staff intends to discuss any outstanding issues in connection with bid-ask spreads. (this sentence relates to bullet 2)
3. Three-level fair value hierarchy
Accepted as described in the Discussion Paper without any further deliberations
4. The prohibition of blockage factor adjustments at all levels of the hierarchy
The Board had a thorough debate on this issue. One Board member emphasised that the majority of constituents disagreed with the preliminary view expressed in the DP. Finally, there seemed to be a consensus not to redeliberate the issue but to deal with the concerns in the feedback statement. The staff was asked to review the comments received to ensure that the Board 'has not missed anything' in reaching the preliminary view.
5. The unit of account for financial assets and liabilities
The staff noted that the topics not to be discussed by the Board are broadly consistent with the principles in IFRSs and that they can therefore be addressed in the exposure draft in a way that considers the concerns raised by constituents and is consistent with FAS 157.
Discussion at the July 2008 IASB Meeting Expert Advisory Panel on Valuing Financial Instruments in Inactive Markets: Meeting update
The project manager on the fair value measurement project gave an oral update on the activities of the expert advisory panel. The purpose of this panel is to assist the IASB in reviewing best practices in the area of valuation techniques as well as formulating any necessary additional guidance on valuation methods for financial instruments and related disclosures when markets are no longer active.
The panel or subgroup met three times. At the kick-off meeting the panel identified specific issues that panel members felt must be addressed (such as forced transactions, the use of pricing services, illiquid markets).
It was noted that there seemed to be consistency in applying the fair value measurement requirements in IAS 39 despite the use of different techniques.
The staff informed the Board that there will be a draft document to be discussed end of July on those issues, but that it is not clear yet who will publish it. The panel would then turn to appropriate disclosures with the aim to have an exposure draft published in Q4/08. It was noted that there would be ongoing communications with the consolidations project team.
Discussion at the July 2008 IASB Meeting
At this session the staff asked the Board to decide on a definition of 'fair value' what is the measurement object for items with a measurement basis currently referred to as 'fair value'? The staff acknowledged that some aspects of fair value have not been discussed yet, but will be brought to the Board at future meetings (for example, principal market and day-one gains/losses). Staff's view, however, is that whether fair value means an entry or exit price can be decided separately.
The staff then turned to the standard-by-standard review as requested by the Board. This review had been requested to help the Board to decide whether:
- To retain the term 'fair value' and define it appropriately, or
- To replace the term 'fair value' with more specific terms more appropriate in the individual context.
It was noted that a consistent definition of fair value might lead to fewer instances where the Board would require or permit its use. It was also highlighted that a precise definition of fair value would help to ensure proper application where it is required or permitted.
The Board had a lengthy discussion about whether entry and exit price would be the equal for the same item on the same date in the same market. Also, the Board discussed which market an entity should refer to in measuring fair value and whether an exit price could include exit by consumption of assets. Board members expressed a range of views on these issues. No clear consensuses were reached.
Some Board members observed that if the Board cannot clearly define what fair value means, it would be even more difficult for constituents in applying IFRSs. Board members said that some of the issues that are to be brought back for discussion at future meetings must be resolved before the Board can agree on a definition of fair value.
The staff also asked the Board to consider whether to keep the term 'fair value' or abandon it. The Board seemed to be split on that issue.
The Board discussed whether, in measuring the exit-price fair value of an asset the entity is using, the measurement should take viewpoint of the entity or of an independent market participant. Board members' views varied, and no decision was reached.
The staff distributed a flow chart which was not part of the observer notes that was intended to facilitate the discussion.
The Board decided that, once fair value is precisely defined, each reference to fair value in IFRSs should be assessed in relation to the definition. Where 'fair value' as used in an IFRS is not consistent with the agreed definition, the term should be replaced with a more descriptive term.
Discussion at the September 2008 IASB Meeting Credit Crisis: Proposed amendments to disclosure requirements
Please see separate project page on Amendments to IFRS 7 Credit Crisis
Discussion at the September 2008 IASB Meeting Expert Advisory Panel on Valuing Financial Instruments in Inactive Markets: Update
The staff presented the Board with an update on the work of the expert advisory panel formed in response to recommendations from constituents. The panel's task is to develop best practice guidance on measurement and disclosures for financial instruments in inactive markets. It was noted that the panel had met six times and will meet again in October. One single document would be published covering both measurement and disclosure. A draft report has just been posted on the IASB's website. The staff informed the Board that although comments would be solicited until 3 October, comment letters would not be published on the IASB's website. Asked by a Board member, the staff confirmed that this non-mandatory guidance would be considered when developing the fair value measurement standard and, hence, might become mandatory in the future.
Discussion at the September 2008 IASB Meeting - Fair Value Measurements Exposure Draft
The staff introduced the session by highlighting the objectives and timeline. The purpose of the session was to seek the Board's decision on:
- Whether a fair value measurement exposure draft should state that fair value reflects the highest and best use of an asset; and
- Whether blockage factors should be excluded from fair value measurement.
Blockage factors
The staff started with the second issue on blockage factors. The staff highlighted that it only sought the Board's input on this type of discount, not on other discounts or premiums. The staff defined a blockage discounts as a discount that represents a discount to the quoted price of an instrument (usually equity securities) to reflect the reduction in the price if the entity were to sell a large holding of instruments at once.
The Board had a lengthy debate on this. Some Board members were concerned about ignoring blockage factors as they would represent a real economic phenomenon. Others were of an opposite opinion and referred to academic research on the subject. It was noted that this is more of an issue of the unit of account and if one measured one security it would not carry a blockage discount. It was also acknowledged that it would be difficult to determine the blockage, mainly as there could be other factors leading to a discount or premium that could hardly be separated.
Finally, the Board agreed that for all levels of the proposed fair value hierarchy (1,2 and 3) blockage discounts should not be adjusted by a blockage factor.
Highest and best use
The staff then presented to the Board an analysis of the highest and best use-concept.
Some Board members where concerned over the term 'legally permissible' as the notion is more intended to cover situation where it the best use would be illegal.
The Board had a considerable debate on how the amounts necessary to make the decision on highest and best use are determined, notably whether the option to have a different use should be included if the current use of the asset is different from the highest and best use.
The staff then asked the Board whether a fair value measurement should reflect the highest and best use.
The Board agreed.
The Board made the decision to include an explanation and application guidance on how the criteria of 'physically possible', 'legally permissible' and 'financially feasible'.
It was also decided that the entity should disclose the value of an asset on its current use if it is different from the highest and best use.
Furthermore, the Board agreed to clarify in an exposure draft that the search for the highest and best use does not have to be exhaustive.
Discussion at the Special October 2008 IASB Meeting
The purpose of this session was to address the following three issues with regard to the staff draft proposals on amending the liquidity risk and fair value disclosures in IFRS 7:
- How and when to issue an ED;
- Comment period; and
- Transition.
The staff recommended to the Board to publish the ED within the next 2-3 weeks with a 120 day comment period. Although the need for changes is urgent, the staff highlighted that no final document will be published before year-end. Therefore, entities with an annual period beginning 1 January 2009 would not apply the amendments before 1 January 2010, and this would take some pressure from the proposals. Staff noted that, in the light of the public focus on these issues, the Basis for Conclusions in the exposure draft should include a proposed effective date of 1 January 2010.
Board members were mainly concerned about the usual 120 day comment period given the public attention on these issues. Most of the Board members tended towards a 60 day comment period, as the issues addressed were narrow and were not expected to create much resistance from constituents. One Board member asked the staff whether it would be possible to have an earlier effective date. The Chairman mentioned that the endorsement process of one of the significant constituents would need a certain amount of time, so an earlier effective date than proposed would not help.
One Board member noted that the disclosures for fair value might omit the information on hedging activities/relationships if they are not disclosed simultaneously. The staff agreed and confirmed that this was an issue already raised by the IASB's expert advisory panel. However, addressing this would go beyond the scope of this project. It was noted that entities wishing to provide information on hedging activities for which they use their derivatives would not be prohibited to do so.
In the end, the Board agreed with the staff proposal in general, but decided to have a 60 day comment period and propose an effective date of 1 July 2009. The Board also decided to include a question on the effective date in the invitation to comment.
The staff informed the Board that it will present separately, at a future Board meeting, additional issues in IFRS 7 that have been discovered during the discussions with constituents. Staff suggested that many of them could be addressed via the annual improvements process.
Discussion at the October 2008 Meeting Expert Advisory Panel on Valuing Financial Instruments in Inactive Markets: Update
The IASB staff noted that on 16 September 2008 it had released on the IASB Website a Draft Document reflecting the views of the IASB Expert Advisory Panel Measuring and disclosing the fair value of financial instruments in markets that are no longer active. 39 comment letters had been received: these had been broadly supportive but some had raised technical concerns.
In particular, in the measurement section, there was uncertainty about consistency between the EAP's paper and the comments of the US Securities and Exchange Commission's Office of the Chief Accountant released on 30 September and the related FASB staff position on FAS 157. The IASB staff has clarified (IASB Press Release 14 October 2008) that they are of the view that the documents are consistent. The staff will incorporate an example from the FASB Staff Position FSP FAS 157-3 issued on 10 October in the final IASB document that will be released later in October 2008.
The final staff guidance may be incorporated in future amendments to IFRS 7, but in the meantime it will have the status of a staff/educational document (IAS Plus comment: This statement would imply that it would be considered comparable to non-mandatory guidance (IAS 8.9)).
A Board member noted that the FASB staff had used, and been grateful for the work that the IASB's Expert Advisory panel had done and had taken comfort from the guidance that it had prepared when developing their own. In addition, he noted that the FASB staff had been impressed with the cooperation they had received from their IASB counterparts.
Board members asked the IASB staff to consider the responses to both the EAP's document and the FASB's Draft FSP 157-3 when developing the final IASB staff document. In particular, the comments from the CFA Institute that an orderly transaction in a stressed market was not a distressed sale should be reflected in the final guidance. If the seller has been able to attract bids from others, such a sale is an orderly sale. Transactions in a market might be infrequent, but if they are occurring, such transactions provide some evidence of current value. Board members noted that there would be areas in which the exercise of judgement was critical.
The staff noted that users of the document (preparers and auditors) were concerned about the status of the document. This will be addressed explicitly in the final document.
A Board member noted that recent communications from the Board had the potential to confuse rather than inform constituents. The press release on 14 October and that of 15 October accompanying the release of the Exposure Draft of proposed amendments to IFRS 7 seemed to be operating in parallel. The Director of Capital Markets agreed and acknowledged that there was a need to link the final staff document to the work on IFRS 7 and other matters.
October 2008: IASB publishes fair value guidance
On 31 October 2009, the IASB published educational guidance on the application of fair value measurement when markets become inactive. The guidance consists of a summary document prepared by IASB staff and the final report of the expert advisory panel established to consider the issue:
- The summary document sets out the context of the expert advisory panel report and highlights important issues associated with measuring the fair value of financial instruments when markets become inactive. It takes into consideration and is consistent with recent documents issued by the US FASB and the US SEC.
- The report of the expert advisory panel identifies practices that experts use for measuring the fair value of
financial instruments when markets become inactive and practices for fair value disclosures in such situations. The report provides useful information and educational guidance about the processes used and judgements made when measuring and disclosing fair value.
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Here are links to:
Discussion at the October 2008 Meeting
This session's purpose was to address the use of mid-prices or other pricing conventions, as a practical expedient for fair value measurements within a bid-ask spread. While the Board decided already in June 2008 that an entity should use the price within a bid-ask spread that is most representative for fair value, the detailed measurement issues were left open. The Board also discussed whether the bid-ask guidance should apply to all levels of the fair value hierarchy, not only when bid and ask prices are observable in a market.
Some commentators to the discussion paper on fair value measurements favoured establishing a single pricing convention to increase consistency and comparability. Others highlighted the difficulties in applying such guidance in hypothetical or inactive markets.
The Board had a more general discussion on what is and what is not part of the bid-ask spread. One Board member suggested using the mid-market price as a rebuttable presumption. It was noted, however, that this would lead to a default method which might undermine the objective of fair value measurement.
In the end, the Board agreed to the staff recommendation that the ED should state that an entity could adopt a policy of using a mid-range price or other pricing convention as a practical expedient.
The Board was split on whether to apply the bid-ask spread guidance in levels 2 and 3 of the proposed fair value hierarchy. Some Board members did not believe that a bid-ask spread exists in those levels and that entities might simply use the guidance as a means of applying conservatism in valuation. The staff recommendation was to state in the ED that the bid-ask pricing guidance should apply at all levels of the hierarchy. The Chairman suggested including cautionary words highlighting the objective of fair value measurement. The Board's vote was split 6-6, but the Chairman exercised its casting vote in favour of the staff recommendation.
The Board also confirmed that it is not necessary to address offsetting positions on the ED.
Discussion at the November 2008 IASB Meeting
(FASB staff joined the meeting by telephone.)
Day One Gain or Loss
The Board discussed whether, and if so, in what circumstances, to require the recognition of a day one gain or loss resulting from a fair value measurement. The staff reviewed the Board's tentative decisions made between June 2008 and October 2008 as a way of prefacing the discussion.
The staff presented its analysis about whether to require the recognition of day one gains or losses even when a fair value measurement is derived using unobservable inputs. With respect to initial recognition, this analysis was characterised at a high level as:
- Approach 1: Prohibit day one gains or losses in all circumstances.
- Approach 2: Require day one gains or losses in some circumstances, such as when the initial fair value measurement is based entirely on observable market inputs (the current IAS 39 approach).
- Approach 3: Require day one gains or losses in all circumstances, including when the initial fair value measurement is derived using unobservable inputs (the SFAS 157 approach).
The staff argued for Approach 3, noting that it was consistent with the Board's tentative decision to define fair value as a current exit price, and acknowledged that day one gains or losses were a direct consequence of a current exit price measurement objective. The Board was reminded that the working assumption that 'entry fair value equals exit fair value' applied in the situation of a transaction involving an identical asset in the same market on the same day.
In the wide-ranging debate that followed, it was clear that none of the Board was in favour of Approach 1, but favoured variants of Approach 2 ('Approach 2-plus') or Approach 3 ('Approach 3 with restrictions'). For example, some Board members would want any model being used in conjunction with non-observable inputs ('Level 3 inputs') to be 'calibrated' to the inputs being used, such that it was consistent with those inputs.
Subsequent Measurement
Although subsequent measurement was not discussed in detail, it was noted that issues surrounding subsequent measurement were more acute for financial items than for non-financial assets (for which IFRS does not usually require fair value for subsequent measurement-other than investment property and biological assets).
No firm decisions were made, but the staff acknowledged that the debate had given them enough direction to enable them to make progress on this issue.
Next steps
The Board expects to discuss the following topics in the near future:
- principal (or most advantageous) market;
- the valuation premise (that is, in-use or in-exchange);
- defensive value;
- valuation of liabilities (including non-performance risk and whether liabilities should be measured on a transfer basis or settlement basis); and
- fair value measurement disclosures.
The Board will also discuss a staff assessment of which fair value measurements in current IFRSs should be included or excluded from the scope of an IFRS on fair value measurement.
Discussion at the December 2008 IASB Meeting
Project plan
Before beginning the first of several sessions this week on aspects of the fair value measurement guidance project, the staff reviewed the proposed project plan. The staff intend to present the following topics at the January 2009 meeting:
- fair value measurement disclosures (taking into consideration the comments received on the exposure draft of improvements to IFRS 7 Financial Instruments: Disclosures);
- an assessment of which fair value measurements in current IFRSs should be included or excluded from the scope of an IFRS on fair value measurement;
- transition; and
- the comment period for the exposure draft.
The staff stated that they had begun drafting an exposure draft of an IFRS on fair value measurement guidance and that they were 'in good shape' to complete the pre-ballot draft shortly after the January 2009 meeting.
Defensive intangible assets acquired in a business combination
The Board held a lengthy debate on the fair value of intangible assets acquired in a business combination that the acquirer does not intend to use directly or intends to use in a way that is different from the way other market participants would use them (referred to as 'defensive intangible assets').
Throughout the discussion, the Board referred to the following staff example:
| | Situation 1 | Situation 2 | Situation 3 |
| If the reporting entity would... | lock-up or abandon the asset (if the reporting entity continues to use the asset, it is not a defensive intangible asset) | lock-up the asset | abandon the asset |
| and market participants would... | continue using the asset | lock-up the asset to generate economic benefit for the market participants' own existing assets | abandon the asset (eg it does not earn a market rate of return or is unnecessary in the business) |
| ...the highest and best use of the asset is to... | continue using the asset | lock-up the asset to generate economic benefit for other assets | abandon the asset |
| ...the fair value... | reflects the value of the asset as if it were being used (assuming market participants have complementary assets). The fair value assumes continued investment in the asset. | reflects the value of the asset as if it were being locked up (assuming market participants have complementary assets). The fair value assumes no continued investment in the asset. | typically is nominal (and might be zero in many cases) |
| An example: | Entity A acquires a research and development asset that it does not intend to complete. Other market participants would complete the project. The fair value would be determined based on the price that would be received in a current transaction to sell the project to a market participant who would complete the project. | Entity A acquires a research and development asset that it does not intend to complete. Other market participants also would lock up the project. The fair value would be determined based on the price that would be received in a current transaction to sell the project to a market participant who would lock up the project. | Entity A acquires a research and development asset that it does not intend to complete. Other market participants would discontinue the development of the project. The fair value would be determined based on the price that would be received in a current transaction to sell the project to a market participant who would abandon the project (which in this case is likely to be zero). |
The Board confirmed its decision in IFRS 3 (revised in 2008) that defensive intangible assets should be recognised and measured at fair value in a business combination. The Board affirmed that it had determined in that IFRS that a defensive intangible asset meets the asset recognition criteria and should not reconsider this decision in the fair value measurement project.
In reaching this decision, the Board did not discuss Situation 1 in any depth, and agreed with the conclusion summarised therein. However, Situations 2 and 3 generated much more comment. Board members and the staff agreed that 'defensive intangible assets' laid bare the tension between several parts of the fair value measurement project-in particular it exacerbated the problems in the notions of market value and entity-specific values that underlay many constituents' concerns.
A Board member noted that there was a fundamental difference between abandoned assets and assets that were 'locked up': an entity could no longer control an abandoned asset and thus it could not be termed to be defensive. For example, a patent might not be renewed, giving others the right to access the patented item.
Whether to provide explicit guidance on measuring defensive intangible assets
The Board decided not provide explicit valuation guidance on measuring the fair value of defensive intangible assets. The Board agreed that the measurement of defensive intangible assets has been developed by practice that has evolved under the current IFRS 3.
In making this decision, the Board agreed with the staff that the fundamental question was whether the ED should propose explicit guidance on how to determine the fair value of a defensive intangible asset (the Board agreed it should not); or include a discussion of the methodologies that might be used, a discussion of the appropriate reference market, etc, similar to the discussion in FAS 157 (the Board agreed that the ED should include such a discussion).
Issues related to IAS 36 and IAS 38
The Board did not agree with a staff recommendation that IAS 36 should be amended to address the impairment testing of defensive intangible assets. Board members were critical of IAS 36 and were of the view that amending it would only make it worse.
The Board did not agree with a staff recommendation that IAS 38 should be amended:
- to provide guidance about determining the useful life of a defensive intangible asset;
- to state that the amortisation period and useful life for defensive research and development intangible assets begins on the date of acquisition because that is the point at which they are available for use (thus avoiding a misinterpretation of paragraph 97, which might be read to suggest that defensive research and development intangible assets are indefinite lived until their completion date); and
- require entities to distinguish in their disclosures the intangible assets acquired in a business combination between those being actively used in the business and those being used defensively, by asset class.
- Restrictions on assets and liabilities
The staff introduced this session by noting the Board's previous decision that a fair value measurement should consider the attributes (or characteristics) of an asset or liability that a market participant would consider when pricing the asset or liability. Implicit in this decision is that a market participant would consider a restriction on an asset or liability only if that restriction would transfer to market participants. The staff noted that FAS 157 addresses restrictions in the context of assets, but not liabilities. There is limited guidance in IFRSs about restrictions on assets and no guidance about restrictions on liabilities. The staff summarised the guidance in FAS 157 and that existing in IFRS. In addition, the staff noted that the IFRIC had referred an issue to the Board about restrictions on financial assets. The issue before the IFRIC turned on the meaning of 'immediate access' in IAS 39.AG71.
With reference to assets, the Board agreed that, if a restriction on the use or sale of an asset that transfers to market participants, the restriction is an attribute of the asset and should be reflected in a fair value measurement. In addition, if restrictions on an asset would not transfer to a market participant buyer, they would not affect the fair value of the asset.
The Board agreed that the ED should clarify that 'the ability to access' in the definition of a 'Level 1' input means that the entity only has to be able to access the market for the asset or liability, not necessarily that the entity must sell the asset on that date (that is, the 'reference market' is the market in which the entity would sell an asset. This conclusion applies even though it could not sell the asset at the reporting date because of restrictions [assuming no forced sale]).
With respect to liabilities, the Board agreed that the fair value of a liability is, almost by definition, an exit value. Restrictions on transfer do not affect the fair value measurement. There was some discussion of the effect on fair value of privileges (as opposed to restrictions) (e.g. prepayment rights) on the determination of fair value. The Board agreed that two loans, identical in all respects except that one may be repaid in full at any time and the other may be repaid only at term, would have different fair values.
Valuation premise
The Board discussed whether a fair value measurement consider whether market participants would maximise the value of an asset principally through its use in combination with other assets as a group (in-use) or on a standalone basis (in-exchange).
Board members thought that the staff had reached the correct conclusions and were prepared to support their recommendations, but that the route by which they reached those conclusions and recommendations was extremely tortuous and not always intuitive. They encouraged the staff to explain very clearly and carefully in the Basis for Conclusions the rationale for the Board's conclusions.
The Board agreed that:
- a fair value measurement considers whether market participants would maximise the value of an asset principally through its use in combination with other assets as a group or on a standalone basis;
- the valuation premise and highest and best use concepts are not relevant for financial assets;
- the valuation premise should not explicitly be reflected in the definition of fair value; and
- the exposure draft should not change or introduce new terminology for the valuation premise.
With respect to liabilities, the Board agreed that the valuation premise and highest and best use concepts are not relevant. This conclusion is consistent with the conclusions in FAS 157, which applies these concepts to assets only.
Continuation of discussion from Wednesday
Highest and best use: Application of a 'change of use option'
The Board noted that it had taken a tentative decision that when an entity measures an asset at fair value and currently uses the asset together with another asset in a use that differs from their highest and best use, the entity may need to split the fair value into two components: (a) the fair value of the asset assuming its current use and (b) a 'change of use option' reflecting the entity's ability to switch the asset to its highest and best use. The issue could arise in either of the following situations:
- when the assets are being measured at fair value in a business combination, or
- when the assets are being re-measured at fair value under the revaluation model in IAS 16 or IAS 40.
The staff proposed that the forthcoming exposure draft should provide explicit guidance for these situations, and noted several approaches that it had seen (either in major accounting firms' IFRS accounting manuals or elsewhere), some of which it could support others that it did not.
At least one Board Member disagreed with the staff recommendation, being fearful of creating 'a monster'. The Board Member noted that any occasion when an entity purchases a bundle of assets, it had to make arbitrary allocations. If the Board was going to provide guidance in the ED for every circumstance in which this was difficult, it would introduce lots of rules affecting relatively marginal, specialised situations that would be understood by relatively few experts.
However, a majority of the Board agreed that the forthcoming ED should provide guidance. A majority of the Board would accept the two approaches, which will be included in the ED for constituents' comments: The approaches used the following example:
Entity A acquired land and a factory building in a business combination. The land is currently zoned for industrial use. Nearby parcels of land are being rezoned to residential use and developers have begun building high-rise condominiums in the area. Entity A determines that the highest and best use of the land is residential use for high-rise condominiums. Therefore, the fair value of the land assumes that the factory is demolished and the land will be made available to build the condominiums.
On this basis, the fair value of the site as a whole is CU300,000, net of costs to demolish the factory. The value of the factory, assuming its current use, is CU100,000. The value of the land, assuming its current use, is CU30,000.
The approaches to be included in the ED are:
Approach A: value the land as the difference between the total site in its highest and best use (in this case CU300,000) and the value of the factory in its current use (CU100,000), or CU200,000.
Approach B: This approach would result in Entity A recognising the following: Factory value in current use 100,000; Land value in current use 30,000; and a 'Change of Use Option' that reflects the option to convert land to an alternative use 170,000 (300,000 - 30,000 - 100,000).
The Board continued its deliberations on a proposed fair value measurement standard by addressing three issues:
- Reference market
- Day one gains or losses
- Control premiums
Reference market
Staff introduced the topic by providing background information including the preliminary view of the Board that fair value should be determined by reference to the principal market. Staff noted that there are at least four approaches to defining the reference market:
- Reaffirm the Board's preliminary view in favour of the principal market approach;
- Pursue a most advantageous market approach;
- Define the reference market as the market in which the entity expects to transact; and
- Be silent about the reference market.
Staff recommended the 'most advantageous market approach'. The Board was informed that transportation cost should be added to the 'most advantageous market approach'. It was also proposed to include words on capacity of the reference market.
Board members discussed both conceptual and practical issues of the approach by the staff in length. Some Board members showed continued sympathy for the principal market approach. Others were deeply concerned over the burdensome search for such an advantageous market, so that in practice entities will often end up with the principal market. Many Board members leaned towards a 'principal market unless the entities proves that a most advantageous market exists' approach.
It was agreed that a redrafted definition will be brought back to reflect the outcome of the discussion.
The staff continued to ask for the Board's input on whether guidance is needed for the reference market determination when there is no observable market. The staff proposed to clarify that in this situation an entity should look at the characteristics of market participants with whom the entity could transact. The Board had some discussion on this issue going into broader issues. The Board seemed to agree to the staff recommendation subject to changing 'could transact' to 'would transact'.
Day one gains or losses
This was a continuation of a discussion at the November 2008 meeting. The staff presented three possible approaches for the accounting treatment of day one gains or losses:
- Prohibit day one gains or losses in all circumstances;
- Require day one gains or losses in some circumstances, such as when the initial fair value measurement is based entirely on observable market inputs (the current approach in IAS 39 Financial Instruments: Recognition and Measurement); and
- Require day one gains or losses even when the initial fair value measurement is derived using unobservable inputs (the approach in FASB Statement of Financial Accounting Standards No. 157 Fair Value Measurements (SFAS 157)).
Staff recommended adopting the third approach and recognizing day one gains or losses even for level three fair values. The Board had a lengthy discussion on this issue with some Board members expressing their strongly held views. Those Board members were concerned that this would enable entities to generate profits up front that do not exist just because the model calculated a number. Others believed this would be better addressed on a standard level and that this should not be addressed in the fair value standard, but in the standard by standard analysis on use of fair value in IFRSs.
The Board agreed by majority vote to pursue the staff recommendation with amended wording and integrating language that would make clear that the transaction price on day one is presumed to be fair value so that entities must 'prove' that a day one gain or loss exists.
The Board further agreed that the proposed standard would not address subsequent accounting for deferred gains or losses. With regard to transitional requirements it was agreed to bring this issue back at a future meeting.
The Board also agreed to the disclosure requirements proposed by the staff.
Control premiums
The staff presented a agenda paper that had been developed based on the staff's understanding of the tentative decision by the Board not to reflect blockage discounts and other discounts and premiums in fair value measurement at all levels. The staff asked to reconsider its decision on control premiums.
The Board, particularly one Board member, responded to the staff that it misunderstood the Board's decision. The Board decided not to reconsider its decisions with regard to discounts and premiums.
Continuation of discussion on Friday
The Board continued its deliberations on an exposure draft of a proposed fair value measurement standard.
Measuring the effect of credit standing
The Board discussed whether the forthcoming IASB exposure draft should include two changes from Statement 157 with respect to:
- The credit standing of a liability is an attribute of the liability.
- Regulatory restrictions that require liabilities to meet certain requirements are attributes of the market in which a liability can be transferred. The idea that a market must be 'legally permissible' applies equally to markets for liabilities as for markets for assets.
The Board did not support the staff recommendation. Rather the Board seemed to be of the view that if an entity needed to transfer a liability (rated as BB) and could only do so if it was rated A, the additional 'cost' of upgrading the credit standing of that instrument to A would almost certainly be reflected in a reduced credit standing of other liabilities.
Credit standing
The Board discussed a staff proposal to include in the Invitation to Comment on the forthcoming exposure draft questions about credit standing.
The questions might include the following:
- Does a measurement described as fair value necessarily include the credit standing of a liability, both on initial recognition and in subsequent measurement? If not, what measurement do you support and how is it consistent with your notion of fair value?
- Does a measurement of liabilities that includes the effects of changes in credit standing enhance users' ability to make investment and stewardship decisions? If so, how do users employ the information? If not, what alternative do you propose and how would it provide more useful information?
- Is it possible to isolate and compute the effects of (a) changes in the credit standing of a liability from (b) changes in the credit spread unaccompanied by a change in credit standing from the total change in the fair value of a liability? If so, how would you propose that the computation be made?
The Board agreed that the questions raised by the staff were excellent questions and should be asked of constituents, but not in the ED on fair value measurement. They were properly the subject of a separate document.
The staff undertook to prepare an Invitation to Comment on the topic of Credit Standing to be issued in early 2009. The earliest that a draft of the document could be available for Board review would be February 2009, with publication likely either late in 2009 Q1 or in 2009 Q2.
Fair value of liabilities
The Board had a lengthy discussion about how to measure a liability. The staff stresses that this project did not address whether fair value was the right measurement basis for liabilities. That was a question of 'when to recognise a liability at fair value', something outside the scope of this project. The discussion was intended to decide whether the IASB's ED should provide guidance beyond that in US GAAP.
The Board ultimately agreed that the ED should:
- define the fair value of a liability as:
The price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date
- provide guidance about how to measure the fair value of a liability when a transfer price is not observable, beyond that contained in FAS 157.
Discussion at the January 2009 IASB Meeting
FASB staff were present for this session via telephone.
The Board continued redeliberation of issues arising from the Discussion Paper Fair Value Measurements to be included in the forthcoming exposure draft.
Scope assessment
The Board discussed two issues related to the proposed scope of the ED on fair value measurement guidance:
- whether to exclude from the scope of a fair value measurement standard any uses of 'fair value' in IFRSs that have a measurement objective that is inconsistent with the Board's proposed definition of fair value as a current exit price (and the related guidance); and
- whether to place constraints on the use of 'fair value' in particular standards.
The staff noted that the 2006 discussion paper stated that the Board would complete a standard-by-standard review of fair value measurements required in IFRSs to assess whether the IASB or its predecessor intended each fair value measurement basis to be a current exit price. That review was completed and the results presented to the IASB in July 2008.
Entry equals exit price on initial recognition
The staff noted that there was a need to explain carefully what the Board means by 'entry equals exit'. In particular the staff noted that the fair value measurement approach developed by the Board considers two separate transactions (that is, the actual transaction to buy the asset and the hypothetical transaction to sell the asset). For both of those transactions, the focus is the reporting entity's perspective. The Board had a long and disjointed debate about this issue, which served to highlight that the use of a measure called an 'exit price' remains a stumbling block with a couple of Board members.
Applying fair value as an exit price to an entity's own equity instruments
The staff noted that unlike assets and liabilities, an entity cannot 'exit' its rights and obligations associated with its own ownership interests unless those interests cease to exist (for example, if the entity is acquired by another entity). This is because equity instruments represent a residual interest in the entity, irrespective of who holds them. The Board debated how best to address this conundrum, deciding that a practical solution would be to deem the exit price of an equity instrument for the issuer to be the same as the exit price for a holder.
Scope assessment and recommendations
The Board discussed the staff's scope assessment briefly and agreed that the ED should propose that the following be excluded from the scope of the fair value measurement guidance:
- share-based payment transactions;
- reacquired rights in a business combination; and
- financial liabilities with a demand feature (at least one Board member objected to this conclusion).
The staff undertook to revisit whether financial instruments subsequently measured at amortised cost should be within the scope of the proposed IFRS.
The presumption that fair value should be defined as an exit price was confirmed.
Other matters
The staff confirmed that, in the proposed conforming amendments to other IFRS, the ED would propose removing 'how to' guidance on fair value that was inconsistent with the proposed approach (e.g. that in IAS 40).
A review of older Interpretations would be undertaken to ensure that the use and application of fair value was consistent with the ED. The staff was confident (having worked with the IFRIC staff) that the more recent IFRIC Interpretations that used the term were consistent with the ED.
Day One gains-Service contracts
The staff noted that the Board had consistently taken the view that the transaction price is generally the best evidence of the fair value of an asset or liability at initial recognition (with some exceptions, such as related party transactions, distressed transactions, different markets or different units of account). The staff discussed that presumption in the context of a contract to provide services (such as a investment fund management contract, or an insurance contract).
Board members noted that many of the issues that the staff was raising were exactly the same as those addressed in the revenue recognition project, for which a Discussion Paper is currently open for comment. The staff agreed and noted that the staff recommendations were consistent with the Board's Preliminary Views in the DP.
The Board confirmed that for a contract to provide services:
- the only true exit market for the provider is the secondary (wholesale) market with other providers, not the primary (retail) market with customers.
- the exit price for the provider reflects the perspective of the provider, not the perspective of the customer.
- at initial recognition, the exit price for the provider is likely to differ from the transaction price because the provider will typically price the transaction to recover its direct and indirect origination costs and to provide a reasonable return on the origination activity. In contrast, a transferee would not require payment for the origination activity performed by the original provider.
Disclosure
The Board discussed a summary that presented and compared the current disclosure requirements of IFRS 7, the October 2008 ED of proposed improvements to IFRS 7 and FAS 157, with disclosures likely to be proposed in the FVM ED. In addition, the staff had highlighted certain differences between the IASB's proposed disclosures and those required by FAS 157. The Board agreed with the proposed disclosures.
In addition, the Board agreed:
- to require entities to disclose fair value measurement information by class of asset or liability rather than by major category;
- not to differentiate between recurring and non-recurring fair value measurements;
- to require disclosure of purchases, sales, issues and settlements separately for Level 3 assets and liabilities;
- to remove the reference to realised and unrealised gains or losses;
- to amend IAS 34 to require entities to provide updated interim fair value disclosures if, for example, there is a significant change in the business or economic circumstances; and
- to provide the disclosure examples in (non-mandatory) implementation guidance rather than in (mandatory) application guidance.
The disclosures required under the proposed IFRS would replace (and not supplement) those in IFRS 7.
Transition requirements
The Board agreed that the ED should propose that the fair value measurement requirements should be applied prospectively as of the beginning of the annual period in which the IFRS is initially applied, except for financial instruments measured at fair value at initial recognition using the transaction price in accordance with paragraphs AG76 and AG76A of IAS 39. Early adoption would be permitted under the usual rules.
The Board agreed that the difference between the carrying amount and the fair value of a financial instrument that was measured at initial recognition using the transaction price prior to the initial application of the proposed IFRS should be applied retrospectively as an adjustment to retained earnings as of the beginning of the annual period in which the proposed IFRS is initially applied, presented separately. This would take into consideration the practical limitations involved in applying the change in accounting policy in all prior periods. In addition, the Board agreed not to require the disclosure requirements for a change in accounting policy under IAS 8.
In order to achieve comparability in future periods, the Board agreed that all of the disclosures required by the proposed IFRS would be required from the date of first applying the proposed IFRS, and that those disclosures need not be presented in periods prior to the initial application of the proposed IFRS.
Comment period
The Board agreed that the ED should be exposed for comment for 120 days, the normal comment period for a standards-level consultation document.
Sweep Issue
The staff raised an issue that emerged during the deliberations on fair value measurement. Under IAS 39 Financial Instruments: Recognition and Measurement, the amount initially recognised for items that are not remeasured at fair value is not fair value as it would be defined in the fair value measurement project. The staff proposed words that could address this issue. The Board agreed to the staff approach, but asked the staff to develop words with a positive and not a negative notion.
Discussion at the February 2009 IASB Meeting
Fair value of liabilities
The Board revisited the issue of how to measure fair value when there is no observable market price for a liability and whether the fair value of the corresponding asset is an input that an entity should consider when measuring the fair value of its liability. The staff had suggested that the liability value might differ from the asset value in some circumstances, including when the asset value includes:
- the effect of transfer restrictions or
- features such as third-party credit enhancements that are not part of the liability.
The Board disagreed with the staff's suggestion. Several Board members disputed the examples put forward by the staff, noting that the fair value measurement guidance that is being developed is explicit that the fair value is being determined for a transaction involving the same asset in the same market. In both cases in which it was alleged that the presumption that the fair value of the asset would not equal the fair value of the liability, the symmetry was not there. In one case, third-party credit enhancements are, by definition, separate from the asset and liability and would not affect the determination of fair value as explained in the proposed guidance. In the case of transfer restrictions, if the restrictions attached to the asset, the argument would not hold (since all market participants would face the same restrictions), and if the restrictions attached to the market participant, they would not be related to the asset and liability and would thus be excluded from the determination of fair value.
The Board noted that the proposed guidance for 'Level 2' measures goes in to considerable depth to explain how to apply the basic principle in the proposed IFRS. There is a presumption that the fair value of an asset will be the same as that of the corresponding liability, unless there are observable conditions related specifically to the transaction. Most differences that are said to exist are usually related to the counterparties not the asset or liability itself. However, the Board agreed that the assertion is a frequent challenge to the 'exit equals entry' presumption and that the Invitation to Comment should identify the issue and challenge respondents to address disprove the Board's analysis.
Day One gains and losses
The Board decided that for the initial measurement of financial instruments that will subsequently be classified as FVPL:
- An entity should apply the IASB's guidance on fair value measurement in determining the fair value of a financial instrument at initial recognition. Thus, fair value at initial recognition equals the transaction price unless one of the factors described elsewhere in the document (related parties, duress, different unit of account, different market) applies.
- If the fair value at initial recognition differs from the transaction price, the entity should recognise the resulting gain or loss as income or expense if, and only if, a specified observability criterion is met.
- If that observability criterion is not met:
- the entity initially measures the financial asset or financial liability at fair value, adjusted to defer the difference between the transaction price and the initial fair value (a deferred gain or loss).
- subsequently, as already required by IAS 39 paragraph AG76A, the entity recognises the deferred gain or loss only to the extent that it arises from a change in a factor (including time) that market participants would consider in setting a price. It is beyond the scope of the project on fair value measurement to reconsider the subsequent accounting for these deferred gains and losses.
The Board then discussed whether it should retain the existing wording in IAS 39 for the observability criterion. The staff noted that this approach would minimise change to existing practice. However, it would result in two different, but overlapping, hierarchies for financial instruments: the 3-level fair value measurement hierarchy and a 2-level hierarchy that determines whether day one gains or losses are deferred (for financial instruments). The staff was concerned that this might cause confusion and complexity.
After a lengthy debate, the Board decided that it should not change the guidance in IAS 39 with respect to 'Day One' gains and losses. In addition, the guidance in IAS 39 AG76-78 would remain as currently. The Board considered that the guidance being proposed in the fair value measurement guidance was address 'how to do' fair value and used different words and thresholds, but should arrive at the same answer.
Liabilities with a demand feature
After some debate, the Board decided that the fair value measurement guidance should provide a scope exemption for liabilities with a demand feature - that is, the current requirements in IAS 39 would be unaffected by the new IFRS. The Board noted that the measurement and financial reporting issues related to such instruments is unresolved at both the IASB and FASB and will be addressed in other IASB financial instrument projects. To address it unilaterally in the IASB's proposed standard would open other thorny issues and it was best left alone for the time being.
Discussion at the March 2009 IASB Meeting
(FASB staff participated by video link.)
The objective of this session was to update Board members on recent developments in financial instruments accounting under US GAAP.
At its Monday 16 March 2009 the FASB discussed and decided on two issues:
- Additional fair value measurement guidance
- Changes to the impairment model for some financial instruments (securities)
The Board was informed that both issues would be issued as proposed FASB Staff Positions (FSPs) shortly.
Additional fair value measurement guidance
FASB staff introduced the new proposed guidance on additional guidance how to determine fair value. The proposals would introduce a two-step process:
- 1. Determine whether a market is active or inactive
- 2. If inactive, assume that quoted prices (including broker prices) are associated with distressed transaction unless:
- There was a marketing period prior to the measurement date
- There were multiple bidders for the asset
FASB staff noted that this should increase the use of level-3 fair values (measurement model) under SFAS 157 Fair Value Measurements. One Board member concluded that private equity instrument transactions are always level-3 measurements as there are rarely multiple bidders for the assets.
Other Board members interpreted the proposals as a requirement to ignore information. FASB staff explained that FSP 157-3, issued late in October 2008, was aimed at bringing more measurements into level 3 but did not do so.
It was also noted without more specific background information that the liquidity premiums on certain assets caused concerns a level-3 measurement would ameliorate those concerns.
One Board member noted that this guidance would contradict the guidance issued in the final document of the IASB's Expert Advisory Panel (EAP), where it is specifically stated that even in inactive markets transaction prices should not be ignored.
Board members were informed that the members of the panel were already asked to provide their input on possible changes to the EAP document.
Another Board member asked how many of the criteria in the proposed FSP for determining whether a market is inactive or not would have to be met to reach this conclusion. FASB staff responded that it would be a result of applying judgement considering all the factors mentioned plus others if necessary (that is, the list of factors is not exhaustive).
Changes to the impairment model for some financial instruments (securities)
The FASB staff continued to present the proposals on impairment of debt and equity securities. The FASB has agreed to expose for comment a model that would change the way other-than-temporary impairments are determined to exist and recognised.
Under the proposed model, the entity would be required to assess whether it intends to sell the security or whether it is more likely than not that it will be required to sell the securities prior to the recovery of the cost basis.
Only credit-related losses would be recognised in profit or loss. The staff explained that as a first step all changes in fair value would be recorded in profit or loss, but the non-credit loss related piece would be transferred into other comprehensive income via a contra account in profit or loss.
Additional credit losses would have to be recorded in profit or loss. Further, if the intent to sell changes or a requirement to sell becomes more likely than not, the OCI portion would have to be recognised in profit or loss.
Many Board members had specific questions about the logic behind this model and how this would be applied in practice. It seemed many Board members were concerned over the discretion preparers would have in determining whether to recognise an impairment loss.
The chairman asked the FASB staff whether this model would impact the long-term project to improve reporting for financial instruments. FASB staff responded that this was not the case, but there was always the possibility that constituents would favour this proposed new model, which would be reflected in their comment letters.
The chairman asked the IASB Board members what the IASB's response to these developments should be. He proposed to issue the FASB proposals as an IASB 'wrap around'. It was agreed that any document would highlight the differences between US GAAP and IFRSs with respect to accounting for impairments.
There was some debate over the form of the document, as the objective is to ask constituents whether the IASB should develop similar guidance. It was agreed to wait until the IASB has seen the FASB proposals and discuss the form of the document in due course [subsequently scheduled for Thursday 19 March 2009]. Further the Board agreed that any document should be exposed for comment for 30 days.
Discussion at the March 2009 IASB Meeting
The Board noted that the FASB had issued a proposal in the form of Proposed FSP FAS 157-e Determining Whether a Market is Not Active and a Transaction is Not Distressed on Tuesday 17 March 2009. The IASB staff is currently preparing a pre-ballot of an exposure draft (ED) on fair value measurement. The proposals in the ED differ from those in the proposed FSP. The Board discussed what, if anything, they should do, given that they were unlikely to be able to have any meaningful discussion of the proposed FSP so as not to delay the issue of the ED.
The Board agreed not to amend the ED, but to refer to the FASB's proposals in the Invitation to Comment. The IASB has already asked its Expert Advisory Panel and other interested parties to comment on possible actions that the IASB should take in response to the FASB's actions, and the Invitation to Comment should also refer to these activities.
The staff expects that the ED will be issued in mid- to late April 2009, for a comment period of 120 days.
The staff also noted that they now intend to schedule roundtable discussions after the comment period closes rather than during the comment period, as had previously been stated. The Board agreed.
Discussion at the March 2009 IASB-FASB Joint Meeting
The staff reviewed with the boards the decisions reached by the IASB in the development of their fair value measurement exposure draft that differ from those reached by the FASB in FAS 157.
The only item that was discussed in any real detail was the IASB's conclusions on the fair value of a liability.
A FASB member noted that the FASB was developing a FSP FAS 157-c Measuring Liabilities under FASB Statement No. 157, which would address many of the same issues. IASB members stated that the IASB's conclusions were based on the assumption that fair value remained the measurement objective. They did agree with the FASB's conclusions that in almost all instances in which it was suggested that this presumption was not valid could be disproved because the attributes which affected the measurement of the liability (for example, credit enhancement) were particular to the holder or issuer of the liability and not the instrument. But without hard data, they were uncomfortable with being unequivocal about that conclusion. A question would be raised in the Invitation to Comment asking whether there were any instances in which this presumption could be disproved.
There was a brief general discussion of various aspects of the project, but no new issues or positions were advanced.
In addition, the staff highlighted disclosures additional to those required by FAS 157 that the IASB would propose in the IASB's exposure draft. These were noted by both Boards without discussion.
The staff noted that the IASB expected to publish an exposure draft of the proposed IFRS on fair value measurement in 2Q 2009.
The staff also advised the FASB that the IASB had released a 'Request for Views' on 20 March 2009, containing the proposed FASB Staff Position FAS 157-e Determining Whether a Market Is Not Active and a Transaction Is Not Distressed and proposed FSP FAS 115-a FAS 124-a and EITF 99-20-b Recognition and Presentation of Other-Than-Temporary Impairments together with questions for IASB constituents. Comments were requested by 20 April 2009.
Other activities related to FAS 157 currently being undertaken by the FASB were noted.
Discussion at the April 2009 IASB Meeting
The Board made the following tentative decisions:
Fair value disclosure in interim financial statements
- Financial instruments measured at fair value
The fair value disclosures in the IFRS Fair Value Measurement should be required for financial instruments in both interim and annual periods.
- Financial instruments not measured at fair value
The fair value disclosures in paragraphs 25 and 27 of IFRS 7 be required for financial instruments in interim periods in IAS 34.
- Non-financial assets and liabilities measured at fair value
No specific fair value disclosure requirements should be introduced for interim periods for non-financial assets and liabilities measured at fair value.
- Non-financial assets and liabilities not measured at fair value
No specific fair value disclosure requirements should be introduced for interim periods for non-financial assets and liabilities not measured at fair value.
- Timing of the amendments to require specific interim disclosures for fair value
The proposed specific fair value disclosures for interim periods should be introduced in the ED on Fair Value measurements. These requirements should not be introduced more rapidly.
Whether FSP 157-4's disclosures should be required for major categories of assets and liabilities
FSP 157-4 refers to 'major categories' of assets and liabilities. In incorporating the requirements of the FSP into the forthcoming ED on fair value measurement, the IASB will refer to 'each class' of assets and liabilities, which is consistent with IFRS usage.
Reference market
The Board agreed that the most advantageous market is presumed to be the market in which the reporting entity would normally enter into a transaction for the asset or liability. In the absence of evidence to the contrary, an entity may assume that the principal market for the asset or liability is the most advantageous market, provided that the entity could sell the asset or transfer the liability in the principal market.
Discussion at the April 2009 IASB Meeting
Financial Instruments FASB amendments on fair value measurement and other-than-temporary impairments
The Board received a summary of responses to their request for views on FSP FAS 115-2 and FAS 124-2 Recognition and Presentation of Other-Than-Temporary Impairments.
The board received over 60 letters giving views on the FSP which were primarily from financial institutions, prudential regulators and national standard setters.
No respondents recommended full adoption of the FSP. Responses were broadly split into those that recommended limited amendments to the impairment rules of IAS 39 and those that recommended no immediate change but instead for the staff to focus on the broader IAS 39 project addressing methods of measurement and characteristics for categorising financial instruments.
Those that recommended limited amendments had a variety of suggestions, with banking entities focussing on attempting to achieve a level playing field with US GAAP and address the issue of the perceived overstatement of losses under the current model.
Board members recalled that at past round table discussions and in various comment letters received (including those to this FSP and the January ED on Investments in Debt Instruments) the general feedback has been an opposition to short term piecemeal changes to IAS 39 without due process.
It was noted that if amendments to the impairment rules was dealt with as a separate project it would put pressure on time and resources dedicated to the broader IAS 39 project. Further, if sufficient time is to be given for deliberation and due process any final amendment to the impairment rules would not be issued long before the final amendments arising from the broader IAS 39 project. Board members highlighted that if the impairment rules were first changed as part of a separate project then changed again (or removed) as part of the broader IAS 39 project this would lead to two changes to the standard in a short space of time increasing the cost of implementation for preparers.
As a result the Board unanimously decided there should be no piecemeal change to the impairment rules of IAS 39 but instead a focus on the broader IAS 39 project which should consider the suggestions received in the request for views on the FSP.
IASB Decisions on FASB Staff Positions
The IASB has reviewed two recent FASB Staff Positions (FSPs) on fair value and impairment of financial assets and has reached the following conclusions:
- FSP FAS 157-4, which provides guidance on determining fair value when market activity has decreased. The IASB has agreed that the guidance in FSP FAS 157-4 is broadly consistent with the principles of fair value in IFRSs and the recommendations of the IASB's Expert Advisory Panel. The IASB plans to include relevant guidance from the FSP in the IASB's exposure draft on Fair Value measurement, which will be published in May.
- FSP FAS 115-2 and FAS 124-2, which addresses other-than-temporary impairments for debt securities. The IASB has decided not to propose adopting the conclusions in this FSP. This FSP applies to debt securities and shifts the focus for assessing impairment from an entity's intent to hold until recovery to its intent to sell.
FSP FAS 115-2 and FAS 124-2 requires:
- An entity must assess whether (a) it intends to sell the debt security or (b) it is more likely than not that the entity will be required to sell the debt security before its anticipated recovery (for example, to meet working capital needs).
- If it does intend to sell (or it cannot assert that it is more likely than not that it will not have to sell the securities before recovery), the entity will write the asset down to fair value through earnings.
- If an entity does not intend to sell a debt security (available-for-sale or held-to-maturity), but it is probable that the entity will not collect all amounts due according to the debt's contractual terms, the entity will bifurcate the impairment amount:
- The impairment due to credit, measured as the difference between amortized cost and the present value of expected cash flows discounted at the security's effective rate, would be recognised in earnings.
- The remaining amount of the impairment (noncredit portion) would be recognised in other comprehensive income (separately from other unrealised gains and losses on available-for-sale securities). The noncredit portion for held-to-maturity securities recorded in other comprehensive income should be amortised prospectively (with the offsetting amount increasing the value of the asset) over the remaining life of the security.
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In deciding not to adopt FSP FAS 115-2 and FAS 124-2, the IASB said that, instead, it will take up the broad issue of impairment as part of its comprehensive review of IAS 39. The IASB believes that an immediate response to the recent FSP on impairment is unnecessary. The IASB also announced a timetable for the IAS 39 review, which calls for issuance of an exposure draft of a proposed replacement for IAS 39 by October 2009.
Click for:
May 2009: IASB exposure draft on fair value measurement
On 28 May 2009, the IASB published an exposure draft (ED) of proposed guidance on how fair value should be measured where it is required by existing standards. The ED does not propose to extend the use of fair value measurements in any way. It would add disclosure requirements about how fair values were determined. If adopted, the proposals would replace fair value measurement guidance contained within individual IFRSs with a single, unified definition of fair value, as well as further authoritative guidance on the application of fair value measurement in inactive markets. The IASB's starting point in developing the exposure draft was the equivalent US standard, SFAS 157 Fair Value Measurements as amended. The proposed definition of fair value (FV) is identical to the definition in SFAS 157 and the supporting guidance is also largely consistent with US GAAP. Comment deadline is 28 September 2009. Click for Press Release (PDF 101k).
| Overview of the Proposals in the Fair Value Measurement ED |
- FV definition. The IASB proposes an exit price definition of FV: "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".
- Most advantageous market. FV measurement of an asset or liability assumes sale or transfer in the most advantageous market for the asset or liability available to the entity.
- Measurement assumptions. FV measurement of an asset or liability should use the assumptions that market participants would use in pricing the asset or liability.
- Highest and best use of an asset. FV measurement of an asset assumes that the asset will be sold to a market participant who will use it at its highest and best use.
- Assume transfer of a liability. FV measurement of a liability assumes that the liability is transferred to a market participant at the measurement date.
- Day one gains/losses. In four cases identified in the ED, FV measurement at initial recognition might differ from the transaction price. An entity would recognise any resulting gain or loss unless the relevant IFRS for the asset or liability requires otherwise.
- Valuation techniques. The ED proposes guidance on valuation techniques, including specific guidance on markets that are no longer active. Valuation techniques must be consistent with the 'market approach', 'income approach' or 'cost approach'. An entity would choose the valuation technique most appropriate in the
circumstances and for which sufficient data are available to measure fair value.
- Hierarchy of inputs to valuation. The ED proposes a fair value hierarchy that prioritises into three levels the inputs to valuation techniques used to measure fair value:
- Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
- Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie as prices) or
indirectly (ie derived from prices).
- Level 3 inputs are inputs for the asset or liability that are not based on observable market data (unobservable inputs).
- Disclosures. The ED proposes various disclosures about how assets and liabilities were measured at fair value -- "information that enables users of its financial statements to assess the methods and inputs used to develop those measurements and, for fair value measurements using significant unobservable inputs (Level 3), the effect of the measurements on profit or loss or other comprehensive income for the period".
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June 2009: IAS Plus Newsletter about the Exposure Draft
Click to download the IAS Plus Update Newsletter: Exposure Draft Proposes Expanded Guidance on Fair Value Measurement (PDF 71k)
Discussion at the October 2009 IASB Meeting
Comment letter analysis
The staff presented a summary analysis of comment letters received in response to the IASB's Invitation to Comment and Exposure Draft of a proposed IFRS Fair Value Measurement. To date, 157 comment letters had been received. The staff noted that as issues are redeliberated, more detailed analyses of the comments received would be presented.
The staff noted that nearly all respondents were in favour of the project and that constituents generally identified the following:
- having a single source of guidance would reduce complexity and improve consistency in the application of fair value measurements
- the IASB and FASB should work together to develop fully-converged guidance for fair value measurement under both IFRSs and US GAAP
- an exit price notion is not relevant for assets when an entity does not intend to sell the asset (that is, when it is being used in the operations of the business or it is a financial asset not held for trading)
- a liability measure should reflect a settlement notion, not a transfer notion, if the liability cannot legally be transferred or if the entity does not intend to transfer it
- some of the guidance for measuring fair value in inactive markets in the Expert Advisory Panel's report should be added to the final IFRS on fair value measurement guidance.
Board members noted that some of these items reflected constituents' opposition to measuring an item at fair value (the 'when' question) rather than disagreement with the ED's proposals about 'how' to measure fair value when an IFRS required such a measure.
In addition, some Board members noted that the use of 'fair' in 'fair value' was an emotive issue for many constituents. Some constituents seemed to think that the Board had only two buckets, cost and fair value, and that there was no place in IFRSs for current measures other than fair value. It might be better that the IFRS be neutral and refer to 'exit price', 'entry price', etc. The confusion also extended to whether approximations/ estimations of fair value determined using present value techniques could be described as 'fair value'.
Another Board member was concerned about the application of the IFRS in less developed economies and economies in transition. In many such jurisdictions, hypothetical markets were 'beyond their experience and imagination'. As part of the Board's outreach activities during redeliberations, specific consideration should be given to engaging with these jurisdictions either through activities in Africa, South America, and South-east Asia, or through meetings to be held as part of, or as an adjunct to, meetings of the SAC; or through remote meetings, utilising technology. There was support for such activities.
Preliminary project plan
The staff presented a preliminary project plan outlining their proposed approach to redeliberating issues in the exposure draft (ED) and for addressing developments in US GAAP (including Accounting Standards Updates 2009-5 and 2009-12) subsequent to the publication of the ED in May 2009.
While approving the project plan, Board members expressed concern that the plan gave the impression that the staff was concentrating on 'playing catch-up' with US GAAP and would not address IASB constituents' concerns and suggestions for joint improvement in the standards. The staff noted this concern and stated that such issues would be discussed at the forthcoming joint IASB-FASB meeting later in October 2009.
Discussion at the October 2009 Joint IASB-FASB Meeting
The IASB published the exposure draft Fair Value Measurement in May 2009 and received 156 comment letters at the time of the posting of the agenda paper.
Most respondents to the exposure draft urged convergence on the guidance for fair value measurement under IFRSs and US GAAP. The respondents were concerned with the use of different words in IFRSs and US GAAP might result in different approaches under fair value measurement and possibly different fair value conclusions. The staff presented three types of differences (please refer to the IASB Agenda Paper 11 for further details on each of the differences noted below):
- Type 1: Differences due to decisions taken by the IASB relating to
- (a) scope,
- (b) reference market,
- (c) highest and best use,
- (d) blockage factor,
- (e) day 1 gains or losses,
- (f) valuation premise and financial instruments,
- (g) measurement of liabilities, and
- (h) measurement of equity instruments
- Type 2: Differences to clarify some of the principles of Topic 820, namely
- (a) highest and best use,
- (b) valuation premise, and
- (c) valuation techniques)
- Type 3: Differences in grammar, spelling and style
The staff then presented three approaches to the Boards on dealing with the differences that currently exist in the fair value measurement guidance. The approaches were:
- Approach 1: Eliminate all decision and wording differences. This approach requires both Boards to redeliberate all issues where differences have been identified.
- Approach 2: Eliminate Type 2 wording differences only. Under this approach the Boards would use the same words except for when each Board has reached a different decision.
- Approach 3: Continue as before. The IASB would publish an IFRS on fair value measurement guidance independently.
However, both Boards would monitor the activities of the other to minimise differences between the two standards. This is the approach undertaken so far in the project.
The Boards agreed to follow Approach 1 for the fair value measurement project moving forward.
November 2009: Notes from IASB fair value roundtable
On 2 November 2009, the IASB held a roundtable at the FASB offices in Norwalk, CT to discuss its Fair Value Measurements exposure draft (ED). Roundtable participants consisted of a cross-section of representatives including auditors, financial statement preparers, valuation experts and industry. Click to download the Notes Taken by Observers at the Roundtable (PDF 34k). Participants in the roundtable were asked to address the following issues and questions relating to fair value measurements:
Issue A Fair value as an exit price
- When does a market-based exit price not reflect the present value of the expected future cash inflows and outflows from an asset or a liability?
Issue B Fair Value of liabilities
- Can the principles of ASU No 2009-5 be applied in practice in IFRSs? If not, why not?
- When might the fair value of a liability not be equal to the corresponding asset's fair value?
Issue C Fair value of non-financial assets and liabilities
- What specific additional guidance is needed to measure the fair value of non-financial assets and liabilities?
- Are any of the proposals in the exposure draft inconsistent with measuring the fair value of non-financial assets and liabilities?
Issue D Fair value in inactive markets
- Is the proposed guidance sufficient for measuring fair value when markets have become inactive (when they previously were active)? If not, what additional guidance do you think is necessary?
Issue E Fair value in emerging and transition economies
- What proposals in the exposure draft are not applicable to emerging and transition economies? Why are they not applicable?
- What specific additional guidance is needed?
Issue F Jurisdiction-specific issues
- Are there measurement considerations specific to your jurisdiction that the exposure draft does not seem to have contemplated? If so, what are they?
Issue G US GAAP convergence
- Aside from the reference market and blockage factors, would you expect there to be a numerical difference between a fair value calculated using the proposals in the exposure draft and a fair value calculated using the Topic 820?
- Have you learned anything from applying Topic 820 that the IASB should consider when finalising an IFRS on fair value measurement guidance?
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November 2009: Notes from Tokyo fair value roundtable
On 27 November 2009, the IASB held a roundtable at the ASBJ offices in Tokyo, Japan, to discuss its Fair Value Measurements exposure draft (ED). Roundtable participants consisted of a cross-section of representatives including auditors, financial statement preparers, valuation experts, and industry. We have posted Notes Taken by Observers at the Tokyo Roundtable (PDF 29k). Those notes represent the roundtable observers' interpretations of the discussions, focussing on those issues that were not discussed at the Norwalk roundtable held on 2 November 2009 (see notes directly above). As with the Norwalk roundtable, the following issues were identified by the IASB staff for discussion during the roundtable:
- Issue A Fair value as an exit price
- Issue B Fair value of liabilities
- Issue C Fair value of non-financial assets and liabilities
- Issue D Fair value in inactive markets
- Issue E Fair value in emerging and transition economies
- Issue F Jurisdiction-specific issues
- Issue G US GAAP convergence
Participants raised points on several other topics, including disclosure requirements and valuation of non-quoted equities.
December 2009: IASB seeks views on FV from emerging economies
Some of the comment letters received on the IASB's May 2009 Exposure Draft (ED) Fair Value Measurement indicated that entities in emerging and transition economies might find it difficult to apply the principles in the ED in practice. The IASB has decided it needs more information about this. Therefore, on its website, the IASB has invited its constituents to submit:
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"examples or case studies of transactions or situations specific to your jurisdiction that would make the fair value measurement guidance as proposed in the exposure draft unpractical. After reviewing the input we receive, the Board will consider either (a) amending the proposals in the exposure draft for the final IFRS if they are found to be inadequate in some situations or (b) publishing educational material to address the practical application of the fair value measurement principles (or a combination of both). This educational material would seek to address the concerns that we have identified through our outreach activities and how they relate to the fair value measurement guidance in the forthcoming IFRS."
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The examples should be sent by email to fvm@iasb.org by 31 January 2010. Click for more information on IASB's Website.
Discussion at the December 2009 IASB Meeting
Updated project plan
The Boards discussed an updated project plan for the fair value measurement project with the aim to eliminate all existing differences between the IASB fair value measurement project and ASC Topic 820. The Boards decided to deliberate all issues apart from scope of the project and effective dates jointly over the next three months. The FASB stated that it planned to publish its exposure draft on changes of Topic 820 in May 2010. IASB will provide a near final draft at the same time (or consider re-exposing depending on the changes from the exposure draft) in order to allow constituents to appreciate remaining differences, if any, between the FASB and IASB guidance. The Boards aim to publish a final standard in September 2010.
Discussion at the January 2010 Joint IASB-FASB Meeting
The IASB and the FASB discussed several issues connected with their efforts to issue converged fair value measurement guidance based on ASC Topic 820 and the IASB's exposure draft Fair Value Measurement.
Definition of fair value
The Boards confirmed individually to define fair value as an exit price. The definition would be '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'.
Although some IASB members would prefer the Standard to refer to 'exit price' (both to avoid the emotive term 'fair value' and to be explicit about the measurement objective), the Boards agreed to retain 'fair value' as the term the Standard will use.
Fair value at initial recognition
The Boards discussed whether to confirm the proposals in paragraph 36 of the Fair Value Measurement ED, which contains a list of situations indicating when a transaction price might differ from fair value, is sufficient; and whether a comment that the 'list is not exhaustive' should be added.
The IASB agreed to conform the forthcoming IFRS to the language used in ASC Topic 820-10-30-3 that 'a transaction price might not represent the fair value of an asset or liability at initial recognition if any of the following conditions exist:
- (a) the transaction is between related parties;
- (b) the transaction takes place under duress or the seller is forced to accept the price in the transaction;
- (c) the unit of account represented by the transaction is different from the unit of account for the asset or liability measured at fair value; and
- (d) the market in which the transaction takes place is different from the market in which the entity would sell the asset or transfer the liability.'
The Boards explicitly refused to make any comment about the list not being exhaustive: in the view of many around the table, to do so would be to invite abuse.
Board members also discussed condition (b) and observed that the wording should be more explicit that an orderly transaction in an inactive market may still represent fair value as defined. When there is a lack of market activity, it may be that more work is required to determine that the transaction price does represent fair value.
Recognition of Day 1 gains and losses
The IASB did not agree with a staff proposal that he IASB should address the recognition of Day 1 gains and losses in the fair value measurement project. A majority of the IASB thought that addressing 'when' to recognise a Day 1 gain or loss represented scope creep in a 'how to do fair value' Standard and created unnecessary noise in that Standard.
Measuring liabilities at fair value
After a long discussion, the IASB agreed that the IFRS should:
- (a) require an entity to measure the fair value of a liability, in the absence if a quoted price in an active market representing the transfer of a liability, as follows:
- (i) using the quoted price of the identical liability when traded as an asset (that is, a Level 1 measurement), if that price is available
- (ii) if that price is not available, using quoted prices for similar liabilities or similar liabilities when traded as assets (that is, a Level 2 measurement)
- (iii) if observable inputs are not available, using another valuation technique such as:
- (1) an income approach (for example, a present value technique) or
- (2) a market approach (for example, using the amount that a market participant would pay to transfer the identical liability or receive to enter into the identical liability)
- (b) describe the compensation a market participant would demand for taking on an obligation in the application of a present value technique
- (c) clarify that the transfer of a liability assumes that a market participant transferee has the knowledge and ability to fulfil the obligation.
In making this decision, some IASB members were uncomfortable about the implications of this guidance on the measurement of non-financial liabilities (see the Alternative Views expressed in ED 2010/01).
Non-performance risk
Without substantial discussion, the IASB agreed:
- (a) that the fair value of a liability includes the effect of non-performance risk; and
- (b) the IFRS should clarify what non-performance risk represents.
Restrictions on the transfer of a liability
The IASB agreed that the fair value of a liability should not be adjusted for the effect of a restriction on its transfer.
Measuring own equity instruments at fair value
The IASB agreed to include guidance in the IFRS for measuring the fair value of an entity's own equity instruments. That guidance should reflect the proposal in the IASB's ED, paragraphs 32 and 33.
Measuring fair value when markets become less active
Following the earlier discussion, the Boards agreed that the converged Standard should:
- (a) provide guidance for measuring fair value when markets become less active, specifically that the guidance to be provided shall be used when there has been a significant decline in the volume or level of activity for the asset or liability;
- (b) state that when measuring fair value when markets are less active, the issue is whether an observed transaction price represents fair value, not about the level of market activity (although changes in market activity may be an indication that an observable price does not represent fair value, and that an entity may need to make further efforts to determine fair value). The IASB's exposure draft and Topic 820 do not address this explicitly.
- (c) state that it is the nature of the transaction and not the state of the market that is important. An orderly transaction in a disordered market may still represent fair value as defined; simply because the transaction took place when the market was disordered is not sufficient to move away from the transaction price.
The Boards will continue their discussions later in the week.
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