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附 录
一、英文原文：
Fair Value is here to stay
The fair value guidance in SFAS 157 Fair Value Measurements, does not represent, as many perceive, a radical departure from previous accounting rules. SFAS 157 is the result of a natural evolution that has been taking place for more than 30 years. SFAS 157 is the result of a natural evolution that has been taking place for more than 30 years.
Many who oppose SFAS 157 do so because of the current economic environment. This current economy, during which many hedge funds and other institutional investors face significant other-than-temporary write-downs on illiquid assets, is, however, an anomaly. Any valuation method that does not require significant write-downs in the current environment would fail to provide a reasonable representation of fair value for those illiquid assets.
When it was introduced in 2007, SFAS 157 amended, deleted, or otherwise affected more than 40 areas of accounting guidance, including SFAS 13, Accounting for Leases. SFAS 13, issued in 1976, introduced the fair value concept when it described an asset being sold in an \length transaction between unrelated parties.\historical cost model and toward a fair value model.
Throughout this transition, accounting standards were issued that discussed fair value in different contexts. SFAS 157 was designed primarily to provide a uniform definition of fair value and a universal measurement framework. Contrary to popular perception, SFAS 157 does not require any new items to be measured at fair value; it specifies the framework to be used wherever other standards require that items be measured at fair value.
Along the Way
Many accountants were educated during an era when colleges taught the tenets of historical cost as part of the fundamental framework of accounting. To those watching the fair value model slowly supplant the cost model during the past 30 years, it may seem like a dramatic change in thinking has recently occurred, but much of this shift is attributable to the ongoing development of accounting standards and rules, rather than a change in approach.
To those watching the fair value model slowly supplant the cost model during the past 30 years, it may seem like a dramatic change in thinking has recently occurred, but much of this shift is attributable to the ongoing development of accounting standards and rules, rather than a change in approach. Prior to SFAS 87,Accounting for Pensions, and SFAS 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions, many companies paid for these benefits on a pay-as-you go cash basis, with little attention given to the fair value of the plan assets that were needed to be set aside to cover the cost of such benefits or how to account for them on an accrual basis. SASs 87 and 106 required companies for the first time to factor in the fair value of plan assets when determining their benefit obligations.
The next sweeping implementation of fair value took place when companies began to adopt SFAS 133, Accounting for Derivatives and Hedging Activities, in 1999. Prior to SFAS 133, companies were not required to put all derivatives on their balance sheet at fair value; derivatives were not even defined in the literature. For the first time, complex financial instruments, many of which were involved in hedging relationships, were subject to fair valuation. Soon after, SFAS 140, Transfers of Financial Assets, gave rise to difficult-to-value seductive financial assets, such as residential and commercial mortgage-hacked securities (RMBS and CMBS), which in turn gave rise to collateralized debt obligations(CDO) and other financial instruments. A barrage of valuation techniques based on higher math designed to account for securitization followed.
SFAS 157 had a significant impact on fair value accounting for illiquid securities, which are typically among the most difficult assets to value. Prior to SFAS 157, companies often cherry-picked information to support valuations for illiquid positions, regardless of accuracy. Now, they are required to consider all \information and use the best data available to support their market assumptions and parameters.
Even though SFAS 157 has been in effect for more than a year, many illiquid assets are still being valued based on previous methodologies that are clearly inaccurate.
Today's Environment
In the current economic environment, air value accounting faces intensified scrutiny, challenging situations, and significant opposition. Attention is especially focused on three areas:
? Other-than-temporary write-downs, ? Fresh-start accounting, and ? Illiquid securities.
Other-than-temporary write-downs.
With Level 1 securities, determining when to record an other-than-temporary impairment can he as straightforward as deciding how much time has passed since an impairment began. When the tech bubble burst, for example, companies often realized after six to nine months that asset values weren't going to recover any time soon, if at all.
But what about Level 2 or Level 3 assets that are valued using sophisticated modeling techniques? Prior to SFAS 157, companies and their auditors might have agreed to hold off or postpone making an adjustment, due to a lack of relevant and reliable information. SFAS 157 has driven companies to consider new types and sources of information, and to work harder to support valuations for Level 2 and
Level 3 assets. Companies are now expected to support their Level 2 and Level 3 assets almost as if they were Level I assets.
In evaluating goodwill for other-than temporary impairment, SFAS 157 suggests that a publicly traded stock price, if available, is the best indicator of fair value. But even when a stock price is available, other, more traditional methods of fair value, such as discounted cash flow, must also be considered. The challenge lies in supporting these other methods in the current environment of declining prices.
With the release of FASB Staff Position (FSP) FAS 1 15-2 and FAS 124-2,Recognition and Presentation of Other-Than-Temporary Impairments, in April 2009, companies are able to bifurcate certain losses on debt securities classified as held-to-maturity or available-for-sale between the portion related to credit conditions and the portion related to noncredit conditions. The noncredit portion will be recognized on the balance sheet until the debt security matures or is sold. In many situations, the amount reclassified to the balance sheet will include losses previously recognized in other periods. This new rule has caused controversy among practitioners and standards setters, primarily because it delays the inevitable recognition of those losses in earnings when the debt security is sold or matures.
Fresh-start accounting.
Companies petitioning for Chapter 11 bankruptcy need to know whether they will qualify for fresh start accounting based on their reorganization value according to the provisions of AICPA Statement of Position (SOP) 90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy Code.
SOP 90-7 provides a two-step test. The first step requires a comparison of reorganization value with the value of postposition claims and obligations immediately prior to court confirmation. This balance sheet solvency test is a moving target throughout a bankruptcy proceeding, because there may be large fluctuations in reorganization value and claims until the plan is implemented. The second step requires that holders of existing common shares immediately before court confirmation have, as a group, less than 50% of the new company's shares upon emergence from bankruptcy. The challenge here involves the negotiations that take place between debtor and creditor committees and the company, which are then subject to final court approval.
Illiquid securities. When determining fair value, companies must consider the frequency with which securities are traded. Fair value is more readily supportable for a frequently traded security than for one that is thinly traded because SFAS 157 emphasizes the importance of observable prices.
Today, a company's desire to hold a position, together with its requirement to value that position, is causing a unique anomaly in the valuation world, as securities that would otherwise trade normally are increasingly subject to write-downs. A good valuation model must take into account all facts and circumstances. For example, when the market is dry for a specific illiquid security, the valuation methodology must consider any widening credit spreads, liquidity premiums from the time of the last active trading activity to the then-current indications, and discount rates implicit in nonbinding broker quotes.
With the finalization in April 2009 of FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions that Are Not Orderly, companies are now subject to additional disclosure requirements and must carefully support how observable prices from inactive markets are
used in valuations. Companies may also need to explain significant differences between different inputs to value.
FSP FAS 157-4 did not come about without opposition; it generated nearly 400 comment letters within a short period. The author is not aware of any other proposed accounting rule that generated so many comment letters within such a short time and that underwent such a drastic turn around before being finalized.
Tomorrow's Environment
U.S. companies are facing a seemingly inevitable changeover to International Financial Reporting Standards (IFRS). Fair value guidance under U.S. Generally Accepted Accounting Principles (GAAP) is primarily rules-based, while fair value guidance under IFRS is based on principles. Principles often evolve into rules, but, in this case, rules appear to be reverting back to their origin as principles.
Fair value guidance under SFAS 157 and íFRS are different in several respects. For example, IFRS does not define the term \ the concepts of principal market or \and best use,\and does not generally permit imaret pricing. While there will be convergence to eliminate many differences, companies will need to embrace and understand the principles based approach behind IFRS.
Fair value will continue to generate challenges for accountants, especially if and when IFRS is adopted. The sooner companies come to grips with the impact of fair value accounting, the better, because fair value is here to stay.