Bank One Corporation - Page 127

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                    3.  Asset-Based Approach                                          
               The asset-based approach generally values property by                  
          determining the cost to reproduce it.                                       
               D.  Fair Market Value Compared With Fair Value                         
                    1.  Meaning of the Term “Fair Value”                              
               We understand the term “fair value” to have two separate and           
          distinct meanings, the first under GAAP and the second under                
          State law.                                                                  
                         a.  GAAP Purposes                                            
               As to the first meaning, the term “fair value” is often the            
          standard followed by accountants in their preparation of                    
          financial statements.  Financial statements are used not only by            
          the clients for whom they are prepared but also by lending banks,           
          buyers of businesses, the SEC, and countless others.  For                   
          purposes of financial accounting, SFAS No. 107 defined the fair             
          value of a financial instrument as:                                         
               the amount at which the instrument could be exchanged                  
               in a current transaction between willing parties, other                
               than in a forced or liquidation sale.  If a quoted                     
               market price is available for an instrument, the fair                  
               value to be disclosed for that instrument is the                       
               product of the number of trading units of the                          
               instrument times that market price.                                    
                         b.  State Law Purposes                                       
               As to its second meaning, most State statutes usually define           
          the term for purposes of valuing dissenting stockholders’                   
          appraisal rights and, sometimes, for purposes of valuing property           






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Last modified: May 25, 2011