Business Combinations

International Financial Reporting Standards
Accounting for
business combinations
and consolidated
financial statements
Joint World Bank and IFRS Foundation ‘train the
trainers’ workshop hosted by the ECCB,
30 April to 4 May 2012
The views expressed in this presentation are those of the

presenter, not necessarily those of the IASB or IFRS Foundation.
© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

Control
IFRS 10 Consolidated Financial Statements
[[[
presenter,
not necessarily those of the IASB or IFRS Foundation
Objective 3
• Information about
• resources under the control of the group (assets)
and
• claims against those resources
assists users to better assess the prospects for future
net cash inflows to the group which is useful in making
decisions about providing resources to the group.
• The global financial crisis highlighted the importance of
enhancing disclosure requirements, in particular for
special purpose or structured entities.

Definition of control 4
An investor controls an investee when the investor is exposed, or

has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its
power over the investee.
• Single consolidation model for all entities, including structured
entities
• Consolidation based on control – ‘power so as to benefit’
model
• Investor must have some exposure to risks and rewards
• Exposure is an indicator of control but not control of itself
• Power arises from rights—voting rights, potential voting
rights, other contractual arrangements, or a combination
thereof.

Assessing control of an investee 5
• Consider the purpose and design

• Identify the activities of the investee that significantly
affect the returns of the investee (relevant activities)
• Identify how decisions about relevant activities are
made
• Determine whether the rights of the investor give it the
ability to direct the relevant activities (see next slide)
• Determine whether the investor is exposed, or has
rights, to the variability associated with the returns of
the investee
• Determine whether the investor has the ability to use its
power over the investee to affect its own returns
Example:
Control 6
In the absence of evidence to the contrary, in each

scenario below, does A control Z?
i. A owns 100% of Z.
ii. A owns 51% of Z.
iii. A owns 50% of Z.
iv. A owns 50% of Z and holds currently exercisable ‘in
the money’ options to acquire another 100 shares in Z.
v. Same as (iv) except B owns the options.

Example:
Structured entity 7
A pharmaceutical manufacturer (entity A) established a

viral research centre (RC) at a university.
• A determined sole & unalterable purpose of RC =
research & develop immunisation & cures for viruses
that cause human suffering.
• RC is owned and staffed by the university.

Example:
Structured entity continued 8
• All costs of establishing & running RC are paid by the

university from the proceeds of a grant from A.
• the budget for the research centre is approved by A
yearly in advance.
• A benefits from the research centre:
• by association with the university; and
• through exclusive right to patent any immunisations
and cures developed.

De facto control 9
• Entity can control with less than 50% of voting rights.

• Factors to consider include:
• size of the holding relative to the size and
dispersion of other vote holders
• potential voting rights
• other contractual rights
• If the above not conclusive consider additional facts and
circumstances that provide evidence of power (eg
voting patterns at previous board meeting, etc)

Example:
de facto control 10
• Entity A owns 45 per cent of the ordinary shares of

Entity B to which voting rights are attached.
• Entity A is the largest shareholder of Entity B.
• It also has the right to appoint the majority of the
members of the Board of Directors (the management
board) of Entity B in accordance with special rights
given to Entity A in the founding document of the entity.

Example:
Assessing power 11
• Entity A and B each have 50%

ownership interest in the trust.
• Entity A appointed as manager
of trust.
• Manager: manages the assets
of the trust, identifies
development opportunities,
manages development activity
and manages leasing activity.
Cannot be removed without
cause.
• Relevant activities?
• Who directs?
Example:
Delegated rights 12
Responsible Other Responsible entity:

entity investors
• Broad decision making
powers
• Removal by simple majority
Investment
trust • Remunerated via market-
based fee - 1% of assets
under management and
Investment 20% of profits over a hurdle
portfolio • Equity interest of 20%

Potential voting rights 13
• Substantive potential voting rights (PVR) can give the

holder power
• Consider the terms and conditions, including:
• Whether there are any barriers that prevent the
holder from exercising
• Whether exercise of the rights would be beneficial
to the holder
• Whether the rights are exercisable when decisions
need to be made

Agency relationships 14
• Consider all of the following factors:

• scope of the decision-making authority
• rights held by other parties (ie kick-out rights)
• remuneration of the decision-maker
• other interests that the decision maker holds in the
investee

Judgements and estimates 15
• Determining whether an investor controls an investee

involves assessing whether the investor:
• has power over the investee
• exposure, or rights, to variable returns from its
involvement with the investee
• the ability to use its power over the investee to
affect the amount of the investor’s returns.

Judgements and estimates continued 16
• Factors to consider when assessing whether control

exists include, for example:
• assessing the purpose and design of the investee
(eg are voting rights or contractual arrangements
the dominant factor?)
• identifying relevant activities and how decisions
about those activities are made
• assessing current ability to direct (practical ability to
direct the relevant activities unilaterally?)

IFRS 3
Business Combinations
[[[
presenter,
Introduction 18
• A business combination is a transaction or other event

in which a reporting entity (the acquirer) obtains control
of one or more businesses (the acquiree).
• IFRS 3 does not apply to the following:
• the formation of a joint venture
• the acquisition of an asset or group of assets that is
not a business as defined
• a combination of entities or businesses under
common control

The acquisition method 19
• Business combinations are accounted for using the

acquisition method, ie
• identifying the acquirer;
• determining the acquisition date;
• recognise and measure the identifiable assets
acquired and the liabilities assumed and any non-
controlling interest; and
• recognise and measure any goodwill or bargain
purchase.

Identifying the acquirer 20
• The acquirer is the entity that obtains control of another

entity

Example:
Who is the acquirer? 21
• On 31/12/20X0 A has 100 shares in issue.

• On 1/1/20X1 A issued 200 new A shares to the owners
of B in exchange for all of B’s shares.

Determining the acquisition date 22
• The acquisition date is the date on which the acquirer

obtains control
• often the date the consideration is transferred,
assets are acquired and liabilities assumed—
closing date
• may be other dates (earlier or later than the closing
date) at which control is assumed

Recognition and measurement 23
• Recognition principle (IFRS 3.10–17):

• separate recognition of identifiable assets acquired,
liabilities and contingent liabilities assumed (think
Conceptual Framework)
• Measurement principle (IFRS 3.18–20):
• assets and liabilities that qualify for recognition are
measured at their acquisition-date fair values
• measurement at fair value provides relevant
information that is more comparable and
understandable (IFRS 3.BC198)

Exceptions to the measurement 24
• Reacquired rights
• measured at fair value based on remaining
contractual term ignoring the fair value effect of
renewal
• Share-based payment transactions
• replacement awards: measured in accordance with
IFRS 2
• Assets held for sale
• measured in accordance with IFRS 5 (ie fair value
less costs to sell)

Exceptions to both the recognition
and measurement principles 25
• Income taxes
• deferred tax assets or liabilities arising from acquired
assets or liabilities accounted for using IAS 12
• Employee benefits
• accounted for using IAS 19
• Indemnification assets
• may not be recognised at fair value if it relates to an
item not recognised or measured in accordance with
IFRS 3

Consideration transferred 26
• The consideration transferred is measured at the fair

value of the sum of assets transferred and liabilities
assumed
• acquisition-related costs are excluded
• contingent consideration is included at its fair value
at acquisition date (subsequent changes in fair
value are not included in the consideration
transferred at acquisition-date)

Example:
What is the cost of the Bus Com? 27
• Entity A acquires 75% of entity B in exchange for

CU85,000 cash and 1,000 entity A shares (fair value =
CU10,000) issued for the transfer.
• Entity A incurred CU5,000 advisory and legal costs
directly attributable to the business combination and
CU1,000 share issue expenses.

Goodwill 28
Goodwill (an asset) is measured initially indirectly as the

difference between the consideration transferred (see IFRS
3.37–40) excluding transaction costs in exchange for the
acquiree’s identifiable assets, liabilities and contingent
liabilities (measured as set out above)

Goodwill continued 29
• If the value of acquired identifiable assets and liabilities

exceeds the consideration transferred, the acquirer
immediately recognises a gain (bargain purchase)
• Goodwill is not amortised, but is subject to an impairment
test.
• If less than 100% of the equity interests of another entity is
acquired in a business combination, non-controlling
interest is recognised.
• Choice in each business combination to measure non-
controlling interest either at fair value or at the non-
controlling interest’s proportionate share of the acquiree’s
identifiable net assets.
Disclosure 30
• Comprehensive disclosure requirements designed to

enable users to evaluate the nature and financial
effects of business combinations (and any
adjustments made to prior period business
combinations).
• Refer to IFRS 3.B64–B67.

Comparison to the IFRS for SMEs 31
• The main differences between IFRS 3 and Section 19

Business Combinations and Goodwill of the IFRS for
SMEs include:
• the costs associated with acquisition are included in
the consideration transferred rather than being
expensed
• changes in the recognised amount of contingent
consideration affect goodwill
• goodwill is amortised over its estimated useful life (or
10 years if a reliable estimate cannot be made)
• non-controlling interest must be measured using the
proportionate share method

• Determining whether a particular set of assets and

activities is a business requires assessing their
capabilities of being conducted and managed for the
purpose of providing economic benefits.
• Identifying the acquirer in some business
combinations that combine two or more entities can
require judgement.

• Accounting for business combinations requires broad

use of fair value estimates. Level 3 fair value
measurement can require significant judgements and
estimates (see IFRS 13).
• The acquiree’s identifiable intangible assets at the
acquisition date are recognised separately and might
include assets that have not been recognised by the
acquiree.

IFRS 10
Consolidated Financial
Statements
[[[
presenter,
Effective Date 35
• Aligned effective date for IFRS 10 and IFRS 12

• Annual periods beginning on or after 1 January
2013
• Earlier application permitted if applied as a
package

Introduction 36
• IFRS 10 establishes principles for the presentation and

preparation of consolidated financial statements when
an entity controls one or more other entities.

Who presents consolidated
financial statements? 37
• An entity that has one or more subsidiaries (a parent)

must present consolidated financial statements.
• Two exceptions:
• a parent if:
• its owners have been informed and do not object,
• its securities are not publicly traded or in the process of
becoming publicly traded, and
• its parent publishes IFRS-compliant financial statements
that are available to the public.
• Post-employment plans or other long-term employee
benefit plans to which IAS 19 applies

Principle 38
• Consolidated financial statements present the parent

and all its subsidiaries as financial statements of a
single economic entity
• uniform accounting policies
• same reporting periods
• eliminate intragroup transactions and balances
• non-controlling interest (the equity in a subsidiary that is
not attributable, directly or indirectly, to the parent) is
presented within equity, separately from the parent
shareholders’ equity.

Example:
Consolidation procedures 39
• On 1/1/20X1 entity A acquires 100% of entity B for

CU1,000 when B’s share capital & reserves = CU700 (net
FV of B’s assets & liabilities = CU800).
• B has no contingent liabilities. The CU100 difference
between CA & FV is i.r.o. a machine with 5 yrs remaining
useful life and nil residual value.
• B’s profit for the year ended 31/12/20X1 = CU400.
• In 20X1 A sold inventory which cost it 100 to B for 150. At
31/12/20X1 B’s inventory included CU60 inventory bought
from A.
• Ignore taxation effects.

Example:
Consolidation procedures continued 40
• The proforma journal entry at acquisition to eliminate

A’s investment in B; recognise goodwill; & eliminate B’s
share capital & reserves accumulated before it became
part of the group.
Property, plant & equipment 100
B’s at-acquisition share capital &
700
reserves
Goodwill (asset) 200
A’s investment in B 1,000

Example:
• Proforma journal entry to increase depreciation to

group values (remaining estimated useful life = 5
years):
Profit or loss 20

Example:
• Proforma journal entry to eliminate intragroup sale of

inventory and the unrealise profit in inventories
(ignoring tax effects):
Profit or loss (revenue) 150
Profit or loss (COS) 150
Inventory (asset) 20

Non-controlling interest (NCI) 43
• Non-controlling interest (NCI) in net assets consists of:

• the amount of the NCI recognised in accounting for
Bus Com at date of acquisition; plus
• the NCI’s share of recognised changes in equity (ie
recognised changes in Sub’s net assets) since the
date of the combination.

Example:
NCI 44
• On 1/1/20X1 entity A acquires 75% of entity B for

CU1,000 when B’s share capital & reserves = CU700
(net FV of B’s assets & liabilities = CU800).
• B has no contingent liabilities. The CU100 difference
between CA & FV is i.r.o. a machine with 5 yrs
remaining useful life and nil residual value.
• Ignore taxation effects. B’s profit for the year ended
31/12/20X1 = CU400.
• In 20X1 A sold inventory which cost it 100 to B for 150.
At 31/12/20X1 B’s inventory included CU60 inventory
bought from A.

Example:
NCI continued 45
Eliminate Investment
• Proforma journal entry at acquisition is:
Property, plant & equip. 100

B’s at-acquisition share capital & 700
reserves
Goodwill 400
Non-controlling interest 200
A’s investment in B 1,000

Example:
NCI continued 46
Adjust consolidated depreciation

• Proforma journal entry to increase depreciation to
group values (remaining estimated useful life = 5
years):
Profit or loss 20

Example:
NCI continued 47
Allocate profit
• Proforma journal entry allocating the NCI their share of
B’s profit for the year:
NCI profit allocation 95

NCI (equity) 95
Calculation:
Profit 400
Depreciation adjust (20)
380
25% attributable to NCI 95
Example:
NCI continued 48
• Proforma journal entry to eliminate downstream

intragroup sale of inventory and the unrealised profit in
inventories (ignoring tax effects):
Profit or loss (revenue) 150

Inventory (asset) 20

Example:
NCI upstream sale 49
• Same as previous example except upstream sale of

inventory (ie from B to A)
• Same proforma journal entries as in previous example
and an additional journal entry (below) to eliminate
from NCI their share of the unrealised profit:
NCI (equity) 5
NCI profit allocation 5

Loss of control 50
• If a parent no longer controls a subsidiary, the parent:

• Derecognises the assets and liabilities of the
former subsidiary.
• Recognises any retained investment at fair value
when control is lost. This investment is
subsequently accounted for as a financial
instrument or, if appropriate as an associate or joint
venture.
• Recognises a gain or loss associated with loss of
control.

Comparison with the IFRS for
SMEs 51
• Section 19 Business Combinations and Goodwill of

the IFRS for SMEs differs from full IFRSs—in Section
19:
• goodwill is amortised over its estimated useful life
(or 10 years if a reliable estimate cannot be
made)
• non-controlling interest must be measured using
the proportionate share method
• there is no specified maximum allowable
difference between the reporting periods of the
parent and the subsidiary.

IFRS 12
Disclosure of Interests in
Other Entities
[[[
presenter,
Introduction 53
• IFRS 12 applies to entities that have an interest in a

subsidiary, a joint arrangement, an associate or an
unconsolidated structured entity.
• It does not apply to (paragraph 6):
• Post-employment plans to which IAS 19 applies.
• Entities’ separate financial statements to which IAS 27
applies.
• A joint arrangement where joint control does not exist
(unless significant influence exists).
• An interest in another entity accounted for in terms of
IFRS 9 (with exceptions).

Reasons for issuing IFRS 12 54
• Users have consistently requested improvements to the

disclosure of a reporting entity’s interests in other
entities.
• The global financial crisis also highlighted a lack of
transparency about the risks to which a reporting entity
was exposed from its involvement with structured
entities.
• In response to input received from users and others, the
IASB decided to address in IFRS 12 the need for
improved disclosure of a reporting entity’s interests in
other entities.

Objective 55
• IFRS 12 requires an entity to disclose information that

enables users of financial statements to evaluate:
• the nature of, and risks associated with, its interests
in other entities; and
• the effects of those interests on its financial position,
financial performance and cash flows.
• That evaluation assists users in making decisions about
providing resources to the entity.

Disclosures 56
• significant judgements and assumptions made

• information about interests in:
• subsidiaries
• joint arrangements and associates
• unconsolidated structured entities
• any additional information that is necessary to meet the
disclosure objective
Strike a balance between overburdening financial

statements with excessive detail and obscuring information
as a result of too much aggregation
56
Subsidiaries 57
• The composition of the group (including any

changes)
• Involvement of NCI in the group’s activities (including
profit and loss allocation and summarised financial
information for subsidiaries with large NCI)
• The effect of significant or unusual restrictions on
assets and liabilities
• The nature of, and changes in, the risks associated
with structured entities
57
Unconsolidated structured entities 58
Nature and extent of interests in unconsolidated structured

entities
• eg nature, purpose, size, activities and financing
• For sponsors not providing other risk disclosures
• Type of income earned
• The carrying amount of all assets transferred
Nature of, and changes in, the risks associated with an
entity’s interests
• Carrying amount of the assets and liabilities recognised
• Maximum exposure to loss and comparison to carrying
amounts
• Non-contractual support provided
58
• An entity must disclose information about significant

judgements and assumptions it has made in
determining:
• control of another entity (see IFRS 10)
• Joint control (see IFRS 11) of an arrangement or
significant influence (see IAS 28) over an entity
• type of joint arrangement when the arrangement has
been structured through a separate vehicle

• For unconsolidated structured entities, a summary of

the amount that best represents the entity’s maximum
exposure to loss for its interest must be provided.

Questions or comments? 61
Expressions of individual views

by members of the IASB and its
staff are encouraged.
The views expressed in this

presentation are those of the
presenter.
Official positions of the IASB on

accounting matters are
determined only after extensive
due process and deliberation.

62
The requirements are set out in International Financial

Reporting Standards (IFRSs), as issued by the IASB at
1 January 2012 with an effective date after 1 January
2012 but not the IFRSs they will replace.
The IFRS Foundation, the authors, the presenters and
the publishers do not accept responsibility for loss
caused to any person who acts or refrains from acting
in reliance on the material in this PowerPoint
presentation, whether such loss is caused by
negligence or otherwise.
© 2011
© IFRS Foundation | 30 Cannon
IFRS Foundation | 30Street | London
Cannon EC4M
Street 6XH | EC4M
| London UK. www.ifrs.org
6XH | UK | www.ifrs.org

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International Financial Reporting Standards

The views expressed in this presentation are those of the

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

An investor controls an investee when the investor is exposed, or

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

• Consider the purpose and design

In the absence of evidence to the contrary, in each

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

A pharmaceutical manufacturer (entity A) established a

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

• All costs of establishing & running RC are paid by the

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

• Entity can control with less than 50% of voting rights.

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

• Entity A owns 45 per cent of the ordinary shares of

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

• Entity A and B each have 50%

Responsible Other Responsible entity:

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

• Substantive potential voting rights (PVR) can give the

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

• Consider all of the following factors:

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

• Determining whether an investor controls an investee

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

• Factors to consider when assessing whether control

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

• A business combination is a transaction or other event

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org