International GAAP® 2019: Generally Accepted Accounting Practice under International Financial Reporting Standards
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with third
recognition (IFRS 10 approach) to
scope of IFRS 10.25 applies, an entity
party
the transaction.
applies full gain recognition (IFRS 10
approach) to the transaction.
• If a ‘narrow view’ over the scope of
IFRS 10.25 applies, an entity must
develop and apply an appropriate
accounting policy that provides
relevant and reliable information in
accordance with IAS 8 – Accounting
Policies, Changes in Accounting
Estimates and Errors.
Where it is determined that a transaction falls within the scope of neither paragraph 25
of IFRS 10 nor paragraph 28 of IFRS 10 (which might be the case for Scenario 4 if a
‘narrow view’ is taken for accounting policy determination (a) above), management
should use its judgement in developing and applying an appropriate accounting policy
that results in relevant and reliable information. [IAS 8.10-12].
It is possible that some transactions that fall within Scenarios 1 and 3, and in Scenarios 2
and 4 may be similar in substance. This may be a relevant consideration when developing
an appropriate accounting policy. Nevertheless, different accounting outcomes may arise
depending on the accounting policy determinations made by the entity. In our view,
accounting policies should be applied consistently to like transactions.
An entity only needs to make a determination as to whether a ‘wide view’ or ‘narrow
view’ of the scope of IFRS 10 applies, if it enters into a transaction that falls within
Scenarios 2 or 4 (because Scenarios 1 and 3 always fall within the scope of IFRS 10).
However, once that determination has been required to be made, the ‘wide view’ or
‘narrow view’ over the scope of paragraph 25 of IFRS 10 should be applied consistently.
However, a different accounting policy could be adopted for transactions that are
businesses and transactions that are not businesses (even where a ‘wide view’ of the
application of IFRS 10 is taken). For example, an entity taking a ‘wide view’ over
application of IFRS 10 may consider it appropriate that IFRS 10 takes precedence in
Scenario 1 (where the subsidiary is a business) but IAS 28 takes precedence in Scenario 2
(where the subsidiary is not a business). This is because transactions involving the loss of
control of a subsidiary that is a business have a different nature to those involving a
subsidiary that is not a business and an entity may feel that partial gain recognition is more
appropriate for the loss of control of a subsidiary that is not a business.
Note that if the September 2014 amendments (discussed at 3.3.2.B and 7.1 below) were
applied, full gain recognition would be required in Scenario 1, whereas partial gain
recognition would be required in Scenario 2.
482 Chapter
7
3.3.2.B
Conflict between IFRS 10 and IAS 28 (September 2014 amendments applied)
As noted at 3.3.2 above, in September 2014, the IASB had issued Sale or Contribution of
Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10
and IAS 28). Although the mandatory application of the September 2014 amendment was
subsequently deferred, the amendments remain available for early application.
In the Basis of Conclusions, the IASB clarifies that the amendments do not apply where
a transaction with a third party leads to a loss of control (even if the retained interest in
the former subsidiary becomes an associate or joint venture that is accounted for using
the equity method), nor where the investor elects to measure its investments in
associates or joint ventures at fair value in accordance with IFRS 9. [IFRS 10.BC190I].
Consequently, the September 2014 amendments impact the accounting for Scenarios 1
and 2 (i.e. the situations where there was a conflict between IAS 28 and IFRS 10), as
discussed at 3.3.2.A above. The amendments do not specifically address the accounting
for Scenarios 3 and 4, and the analysis included in 3.3.2.A above remains relevant to
such situations.
The September 2014 amendments add the guidance explained in the following
paragraph in relation to the accounting for the loss of control of a subsidiary that does
not contain a business. Consequently, on the loss of control of a subsidiary that
constitutes a business, including cases in which the investor retains joint control of, or
significant influence over, the investee, the guidance below is not to apply. In such
cases, the full gain or loss determined under the requirements of IFRS 10 (see 3.2 and 3.3
above) is to be recognised. [IFRS 10.25, 26, B98, B99].5
If a parent loses control of a subsidiary that does not contain a business, as defined in
IFRS 3, as a result of a transaction involving an associate or a joint venture that is
accounted for using the equity method, the parent is to determine the gain or loss in
accordance with paragraphs B98-B99 (see 3.2 above). The gain or loss resulting from
the transaction (including the amounts previously recognised in other comprehensive
income that would be reclassified to profit or loss in accordance with paragraph B99) is
to be recognised in the parent’s profit or loss only to the extent of the unrelated
investors’ interests in that associate or joint venture. The remaining part of the gain is
to be eliminated against the carrying amount of the investment in that associate or joint
venture. In addition, if the parent retains an investment in the former subsidiary and the
former subsidiary is now an associate or a joint venture that is accounted for using the
equity method, the parent is to recognise the part of the gain or loss resulting from the
remeasurement at fair value of the investment retained in that former subsidiary in its
profit or loss only to the extent of the unrelated investors’ interests in the new associate
or joint venture. The remaining part of that gain is to be eliminated against the carrying
amount of the investment retained in the former subsidiary. If the parent retains an
investment in the former subsidiary that is now accounted for in accordance with
IFRS 9, the part of the gain or loss resulting from the remeasurement at fair value of the
investment retained in the former subsidiary is to be recognised in full in the parent’s
profit or loss. [IFRS 10.25, 26, B99A].6
An example, based on one provided by IFRS 10 illustrating the application of this
guidance, is reflected in Example 7.5 below.7
Consolidation procedures and non-controlling interests 483
Example 7.5:
Loss of control of a subsidiary that does not contain a business as
a result of a transaction involving an associate
A parent has a 100% interest in a subsidiary that does not contain a business. The parent sells 70% of its
interest in the subsidiary to an associate in which it has a 20% interest. As a consequence of this transaction,
the parent loses control of the subsidiary. The carrying amount of the net assets of the subsidiary is €100 and
the carrying amount of the interest sold is €70 (€100 × 70%). The fair value of the consideration received is
€210, which is also the fair value of the interest sold. The investment retained in the former subsidiary is an
&
nbsp; associate accounted for using the equity method and its fair value is €90. The gain determined in accordance
with paragraphs B98-B99 of IFRS 10 is €200 and after the elimination required by paragraph B99A of
IFRS 10 amounts to €146. This gain comprises two parts:
(a) a gain of €140 resulting from the sale of the 70% interest in the subsidiary to the associate. This gain is
the difference between the fair value of the consideration received (€210) and the carrying amount of
the interest sold (€70). In accordance with paragraph B99A, the parent recognises in its profit or loss
the amount of the gain attributable to the unrelated investors’ interests in the existing associate. This
is 80% of this gain, that is €112 (€140 × 80%). The remaining 20% of the gain (€28 = €140 × 20%), is
eliminated against the carrying amount of the investment in the existing associate.
(b) a gain of €60 resulting from the remeasurement at fair value of the investment directly retained in the
former subsidiary. This gain is the difference between the fair value of the investment retained in the
former subsidiary (€90) and 30% of the carrying amount of the net assets of the subsidiary (€30 = €100
× 30%). In accordance with paragraph B99A, the parent recognises in its profit or loss the amount of
the gain attributable to the unrelated investors’ interests in the new associate. This is 56% (70% × 80%)
of the gain, that is €34 (€60 × 56%). The remaining 44% of the gain (€26 = €60 × 44%) is eliminated
against the carrying amount of the investment retained in the former subsidiary.
This example would therefore give rise to the following journal, assuming cash consideration of €210:
€
€
DR
CR
Cash 210
Investment in new associate (former
64
subsidiary) (see (1) below)
Gain on disposal (see (2) below)
146
Net assets of former subsidiary (previously
100
consolidated)
Investment in existing associate
28
(1) This represents the fair value of the investment in the former
subsidiary (now an associate) of €90 less the eliminated gain of
€26 (see (b) above).
(2) This represents the gain of €200 less the eliminated gains of €28
(eliminated against the investment in the associate) and €26
(eliminated against the investment in the new associate / former
subsidiary – see (1) above).
3.3.2.C
Examples of accounting for sales or contributions to an existing associate
Scenario 1 is illustrated in Example 7.6 below, showing both an IFRS 10 and an IAS 28
approach (a choice between these approaches is permitted where the September 2014
amendments are not applied). As noted at 3.3.2.B, an IFRS 10 approach is required for
Scenario 1 where the September 2014 amendments are applied. Scenario 3 (where the
IFRS 10 approach is required) is illustrated in Example 7.10 at 3.6 below (for a deemed
disposal) and in Example 11.5 in Chapter 11 at 7.4.1 (a direct sale to a third party).
484 Chapter
7
Example 7.6:
Sale of a subsidiary to an existing associate
Parent P owns a 60% interest in its subsidiary S. The carrying value of S’s net identifiable assets in the
consolidated financial statements of P is £120 million. P measured the non-controlling interest using the
proportionate share of net assets; therefore, the non-controlling interest is £48 million (40% of £120 million).
In addition, goodwill of £15 million was recognised upon the original acquisition of S, and has not
subsequently been impaired. The goodwill is allocated to S for the purposes of impairment testing.
Subsequently, P sells its interest in S to its associate A, in which it has a 40% interest, for £96 million cash,
being the fair value of its 60% interest in S. Therefore, P has a 40% interest in the enlarged associate A
(which now holds the 60% interest in S).
If the September 2014 amendments to IFRS 10 and IAS 28 have not been early adopted, either a full gain is
recognised (see Approach 1), or the gain is restricted to that attributable to the other investor in S (see
Approach 2). If the September 2014 amendments have been early adopted, the full gain is recognised (as S
is a business). See 3.3.2.B above.
Approach 1 – IFRS 10 approach
This results in a gain of £9 million on disposal, recognised as follows:
£m
£m
DR
CR
Cash 96.0
Non-controlling interest
48.0
Gain on disposal
9.0
Net assets of S (previously consolidated)
120.0
Goodwill (previously shown separately)
15.0
Approach 2 – IAS 28 approach
Where the September 2014 amendments are not early adopted and the gain recognised is restricted to the 60%
attributable to the other investors in A, a gain of £5.4 million on disposal is recognised (with the remaining
£3.6 million adjusted against the carrying amount of the investment in A), as follows:
£m
£m
DR
CR
Cash 96.0
Non-controlling interest
48.0
Gain on disposal
5.4
Investment in A
3.6
Net assets of S (previously consolidated)
120.0
Goodwill (previously shown separately)
15.0
3.3.2.D
Determination of the fair value of the retained interest in a former
subsidiary which is an associate or joint venture
As indicated at 3.3.1 above, no guidance is given in IFRS 10 as to how the fair value of
the retained interest in the former subsidiary should be determined. However, IFRS 13
provides detailed guidance on how fair value should be determined for financial
reporting purposes. IFRS 13 is discussed in detail in Chapter 14.
One particular issue that has been discussed by the IASB, that might be relevant in
determining the fair value of a retained interest that is an associate or a joint venture, is
the unit of account for investments in subsidiaries, joint ventures and associates. In
September 2014, the IASB issued an Exposure Draft that proposed, inter alia, the
Consolidation procedures and non-controlling interests 485
following clarifications to the requirements for measuring fair value, in accordance with
IFRS 13, for investments in subsidiaries, joint ventures and associates:
• the unit of account for investments in subsidiaries, joint ventures and associates
would be the investment as whole; and
• when a quoted price in an active market is available for the individual financial
instruments that comprise the entire investment, the fair value measurement
would be the product of the quoted price of the financial instrument (P) multiplied
by the quantity (Q) of instruments held (i.e. price × quantity, P × Q).8
During 2015, the IASB continued its deliberations on these proposals and decided
that further research should be undertaken with respect to the fair value
measurement of investments in subsidiaries, associates and joint ventures that are
quoted in an active market.9 In January 2016, the IASB decid
ed not to consider this
topic further until the Post-implementation Review (PIR) of IFRS 13 is complete.10
In May 2017, the IASB published a request for information for the PIR of IFRS 13.11
The PIR has now concluded and a feedback statement is expected to be published
in the fourth quarter of 2018.12 These issues are discussed further at 7.3 below and
Chapter 14 at 5.1.1.
3.3.2.E
Presentation of comparative information for a former subsidiary that
becomes an investee accounted for using the equity method
Where a parent loses control of a subsidiary, so that the former subsidiary becomes an
associate or a joint venture accounted for using the equity method, the effect is that the
former parent/investor’s interest in the investee is reported:
• using the equity method from the date on which control is lost in the current
reporting period; and
• using full consolidation for any earlier part of the current reporting period, and of
any earlier reporting period, during which the investee was controlled.
It is not acceptable for an entity to restate financial information for reporting periods
prior to the loss of control using the equity method to provide comparability with the
new presentation. Consolidation continues until control is lost, [IFRS 10.21, B88], and
equity accounting starts only from the date on which an entity becomes an associate or
joint venture (see Chapter 11 at 7.3).
3.3.3
Interest retained in the former subsidiary – joint operation
In some transactions, it is possible that an entity would lose control of a subsidiary, but
retain an interest in a joint operation to be accounted for under IFRS 11. For example,
a parent might contribute an existing business to a newly created joint operation and
obtain joint control of the combined operation. Alternatively, it could be achieved by a
parent with a 100% subsidiary selling a 50% interest to another party, with the
transaction resulting in the formation of a joint operation, with each party having a 50%
share of the assets and liabilities of the joint operation.
486 Chapter
7
As set out at 3.2 above, in accounting for a loss of control of a subsidiary, a parent is