Professional Documents
Culture Documents
Scope
Consolidation model
Joint ventures
Disclosures
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Executive summary
IFRS and US GAAP are fairly well converged with respect to business consolidations. US GAAP
has two models for consolidation one for voting interest entities and one for variable-interest
entities (VIEs), while IFRS has one model for all entities.
The general consolidation model is basically the same under IFRS and US GAAP, with some
differences related to the determination of control.
In certain circumstances, both IFRS and US GAAP allow up to a three-month difference between
the reporting dates of a parent and a subsidiary. Significant events during this gap period require
adjustment under IFRS, while US GAAP only requires disclosure.
IFRS requires that accounting policies be conformed between a parent and its subsidiaries, while
differences are permitted under US GAAP.
Upon initially obtaining control, IFRS provides two options for the parent in valuing non-controlling
interests (NCI) (full fair value or fair value of identifiable assets), while under US GAAP, only the
full fair-value method is allowed.
Consolidations and joint ventures
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Executive summary
Structured entities (previously referred to as special-purpose entities (SPEs) under IFRS and
variable-interest entities under US GAAP are evaluated for consolidation. For these entities,
IFRS is focused on control while US GAAP is focused principally on determining the primary
beneficiary based on both the power to direct the activities of the VIE and the obligation to
absorb losses or the right to receive benefits.
The accounting guidance for joint ventures is similar under IFRS and US GAAP with both
requiring the use of the equity method of accounting.
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Primary pronouncements
US GAAP
IFRS
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Progress on convergence
The Boards objectives were to develop one consolidation model that could be
applied consistently for all types of entities and produce globally comparable
results.
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Progress on convergence
The FASB issued an ED on November 3, 2011, with comments due January 17, 2012, proposing to:
Not move forward with a single consolidation model but retain two distinct consolidation models, one
for voting entities and one for VIEs. The ED would continue to require an evaluation of whether a
decision maker has a variable interest in an entity. However, it would also require a separate
determination of whether an entity is using its power in a principal or an agent capacity. While US
GAAP would have two models, it would more closely align the consolidation requirements with IFRS
by:
Requiring a principal-agent determination: a reporting entitys decision maker would need to make
an principal-agent determination using three qualitative factors: (1) its compensation, (2) variability
of returns from other interests it holds and (3) the rights held by others. If it is determined that the
decision maker acts as a principal, demonstrating that it uses its power to effectively control, it
would be required to consolidate.
Substantive rights (such as kick-out or participating) held by others may affect the decision
makers ability to direct the activities that significantly impact an entitys economic performance
and may indicate the decision maker is an agent and not than a principal. This approach in the ED
would align the consideration of kick-out and participating rights to eliminate the current
inconsistency between the voting and variable interest models.
Consolidations and joint ventures
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Progress on convergence
In February 2010, ASU No. 2010-10, Consolidation (Topic 810): Amendments for certain
Investment Funds, was issued, which defers the effective date of SFAS No. 167 for certain
investment funds. The ED issued on November 3, 2011 (with comments due January 17, 2012)
would rescind this deferral.
On August 25, 2011, the IASB issued a proposal to exempt investment entities from the
consolidation requirements of IFRS 10. Instead, these entities would be required to account for
their investments at fair value through income. On October 21, 2011, the FASB issued an ED on
investment companies with comments due January 5, 2012. The proposal would change the
definition of an investment company. While the definition would be similar to IFRS, there are
some important differences, which are beyond the scope of this material. Investment companies
that have controlling interests in other investment companies would be required to consolidate
their investment company subsidiaries.
On December 20, 2011, the IASB issued an ED to clarify the transition guidance in IFRS 10. The
proposed effective date coincides with the effective date of IFRS 10. Comments on the ED are
due by March 21, 2012.
Consolidations and joint ventures
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Scope
US GAAP
IFRS
Similar
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Scope
US GAAP
US GAAP provides
certain industry
exceptions to the
application of
consolidation guidance,
which currently includes
investment companies.
IFRS
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US GAAP
IFRS
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Consolidation model
US GAAP
IFRS
Similar
Similar
Similar
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Consolidation model
IFRS
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Consolidation model
Definition of control US GAAP
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Consolidation model
Definition of control IFRS
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Consolidation model
Definition of control - IFRS
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Consolidation model
Defacto control can occur when there is only one significant shareholder that owns less
than 50% of the voting stock and other shareholders are disbursed and generally dont
exercise their voting rights.
IFRS considers defacto control while US GAAP does not have a similar concept.
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Consolidation model
US GAAP
IFRS
Because the IFRS definition of control is much broader than US GAAP, it is possible to reach
different conclusions as to control. However, for public companies, the SEC has a much
broader notion of control, which is similar to IFRS.
Under
the SECs definition, control exists when one entity possesses the power to direct
policies of another entity, either by ownership of voting shares, by contract or by other means.
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US GAAP
IFRS
Similar
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US GAAP
Allows up to a three-month
difference between the yearend of the parent and the
subsidiary.
IFRS
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US GAAP
IFRS
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US GAAP
IFRS
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$10,000,000
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$10,000,000
$2,000,000
$2,000,000
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Both US GAAP and IFRS utilize the concept of a non-controlling interest (NCI).
ASC 810-10-65-1 defines this concept as: A non-controlling interest, sometimes called a
minority interest, is the portion of equity in a subsidiary not attributable, directly or indirectly,
to a parent.
US GAAP
IFRS
Similar
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US GAAP
IFRS
Similar
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US GAAP
IFRS
Similar
Similar
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US GAAP
IFRS
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Focus on control
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$ 50,000,000 (1)
10,000,000
$60,000,000
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Journal entry:
Fair value of identifiable net assets
Goodwill
Cash
$770,000
NCI 270,000(2)
(2)
$900,000
140,000
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300,000
(900,000)
Journal entry:
Fair value of identifiable net assets
Goodwill
170,000
Cash
$770,000
$900,000
NCI 300,000
Consolidations and joint ventures
Academic Resource Center
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US GAAP
IFRS
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US GAAP
IFRS
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A makes an initial $100,000 cash investment in a VIE (structured entity) that is not a business. It is determined
that Company A should consolidate this VIE. At the time of the initial investment, the fair value of the VIEs assets is
$120,000 and the fair value of its liabilities is $40,000. The fair value of the NCI is $10,000.
Show
the accounting entries to record the consolidation of this VIE on Company As books under both US GAAP and IFRS.
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GAAP: Company A recognizes a gain or loss for the difference between: (1) the sum of the
fair value of the consideration paid, the fair value of any NCI and the reported amount of any
previously held interests; and (2) the VIEs net assets. No goodwill is recognized if the VIE is not a
business.
VIE assets
Loss
$120,000
30,000
VIE liabilities
Cash
NCI
$ 40,000
100,000
10,000
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IFRS:
Under IFRS, the cost of the entity is allocated to identifiable assets and liabilities (no goodwill is
recorded) on the basis of their fair value at the date of purchase. Therefore, under IFRS, there is
no gain or loss.
VIE assets
$150,000
VIE liabilities
Cash
$ 50,000
100,000
Note: cash paid of $100,000/(net assets $120,000 - $40,000) = 1.25. This 1.25 x $120,000 =
$150,000 and 1.25 x $40,000 = $50,000.
Consolidations and joint ventures
Academic Resource Center
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Joint arrangements
US GAAP
IFRS
Similar
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Joint ventures
IFRS defines a joint arrangement as a contractual arrangement over which multiple parties
have joint control. Joint control is now defined per IAS 11, paragraph 7, as:
The contractually agreed sharing of control of an arrangement, which exists only when
decisions about the relevant activities require the unanimous consent of the parties sharing
control.
Joint operations
Joint ventures
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Joint ventures
Joint operation
US GAAP
IFRS
Does
not
specifically
address the
accounting for
joint operations.
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Joint arrangements
Joint venture
US GAAP
IFRS
Similar
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Joint ventures
US GAAP
IFRS
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Joint ventures
US GAAP
IFRS
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Disclosures
US GAAP
IFRS
Similar
Similar
Similar
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Disclosures
US GAAP
IFRS
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IFRS 10 overview
Activities
Power
Returns
Activities that
significantly affect
returns
Current ability
to direct those
activities
Exposed to
variable returns
Examples:
Operating policies
Capital decisions
Appointing key
management
Management of
underlying investments
Examples:
Voting rights
Potential voting rights
Right to appoint key
management
Decision making rights
Kick out rights
Examples:
Dividends
Remuneration
Returns that are not
available to others
(scarce products, cost
reductions, synergies,
economies of scale,
proprietary knowledge)
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