Last Updated on 07/02/2020 by 75385885

IFRS 3 Business Combinations

IFRS 3AG Disclosure of business combinations

Disclosures (application of paragraphs 59 and 61)

B64 To meet the objective in paragraph 59, the acquirer shall disclose the following information for each business combination that occurs during the reporting period:

1. the name and a description of the acquiree.
2. the acquisition date.
3. the percentage of voting equity interests acquired.
4. the primary reasons for the business combination and a description of how the acquirer obtained control of the acquiree.
5. a qualitative description of the factors that make up the goodwill recognised, such as expected synergies from combining operations of the acquiree and the acquirer, intangible assets that do not qualify for separate recognition or other factors.
6. the acquisition-date fair value of the total consideration transferred and the acquisition-date fair value of each major class of consideration, such as:
   1. cash;
   2. other tangible or intangible assets, including a business or subsidiary of the acquirer;
   3. liabilities incurred, for example, a liability for contingent consideration; and
   4. equity interests of the acquirer, including the number of instruments or interests issued or issuable and the method of measuring the fair value of those instruments or interests.
7. for contingent consideration arrangements and indemnification assets:
   1. the amount recognised as of the acquisition date;
   2. a description of the arrangement and the basis for determining the amount of the payment; and
   3. an estimate of the range of outcomes (undiscounted) or, if a range cannot be estimated, that fact and the reasons why a range cannot be estimated. If the maximum amount of the payment is unlimited, the acquirer shall disclose that fact.
8. for acquired receivables:
   1. the fair value of the receivables;
   2. the gross contractual amounts receivable; and
   3. the best estimate at the acquisition date of the contractual cash flows not expected to be collected.The disclosures shall be provided by major class of receivable, such as loans, direct finance leases and any other class of receivables.
9. the amounts recognised as of the acquisition date for each major class of assets acquired and liabilities assumed.
10. for each contingent liability recognised in accordance with paragraph 23, the information required in paragraph 85 of IAS 37 Provisions, Contingent Liabilities and Contingent Assets. If a contingent liability is not recognised because its fair value cannot be measured reliably, the acquirer shall disclose:
    1. the information required by paragraph 86 of IAS 37; and
    2. the reasons why the liability cannot be measured reliably.
11. the total amount of goodwill that is expected to be deductible for tax purposes.
12. for transactions that are recognised separately from the acquisition of assets and assumption of liabilities in the business combination in accordance with paragraph 51:
    1. a description of each transaction;
    2. how the acquirer accounted for each transaction;
    3. the amounts recognised for each transaction and the line item in the financial statements in which each amount is recognised; and
    4. if the transaction is the effective settlement of a pre-existing relationship, the method used to determine the settlement amount.
13. the disclosure of separately recognised transactions required by (l) shall include the amount of acquisition-related costs and, separately, the amount of those costs recognised as an expense and the line item or items in the statement of comprehensive income in which those expenses are recognised. The amount of any issue costs not recognised as an expense and how they were recognised shall also be disclosed.
14. in a bargain purchase (see paragraphs 34–36):
    1. the amount of any gain recognised in accordance with paragraph 34 and the line item in the statement of comprehensive income in which the gain is recognised; and
    2. a description of the reasons why the transaction resulted in a gain.
15. for each business combination in which the acquirer holds less than 100 per cent of the equity interests in the acquiree at the acquisition date:
    1. the amount of the non-controlling interest in the acquiree recognised at the acquisition date and the measurement basis for that amount; and
    2. for each non-controlling interest in an acquiree measured at fair value, the valuation technique(s) and significant inputs used to measure that value.
16. in a business combination achieved in stages:
    1. the acquisition-date fair value of the equity interest in the acquiree held by the acquirer immediately before the acquisition date; and
    2. the amount of any gain or loss recognised as a result of remeasuring to fair value the equity interest in the acquiree held by the acquirer before the business combination (see paragraph 42) and the line item in the statement of comprehensive income in which that gain or loss is recognised.
17. the following information:
    1. the amounts of revenue and profit or loss of the acquiree since the acquisition date included in the consolidated statement of comprehensive income for the reporting period; and
    2. the revenue and profit or loss of the combined entity for the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the annual reporting period.If disclosure of any of the information required by this subparagraph is impracticable, the acquirer shall disclose that fact and explain why the disclosure is impracticable. This IFRS uses the term ‘impracticable’ with the same meaning as in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.

B65 For individually immaterial business combinations occurring during the reporting period that are material collectively, the acquirer shall disclose in aggregate the information required by paragraph B64(e)–(q).

B66 If the acquisition date of a business combination is after the end of the reporting period but before the financial statements are authorised for issue, the acquirer shall disclose the information required by paragraph B64 unless the initial accounting for the business combination is incomplete at the time the financial statements are authorised for issue. In that situation, the acquirer shall describe which disclosures could not be made and the reasons why they cannot be made.

B67 To meet the objective in paragraph 61, the acquirer shall disclose the following information for each material business combination or in the aggregate for individually immaterial business combinations that are material collectively:

1. if the initial accounting for a business combination is incomplete (see paragraph 45) for particular assets, liabilities, non-controlling interests or items of consideration and the amounts recognised in the financial statements for the business combination thus have been determined only provisionally:
   1. the reasons why the initial accounting for the business combination is incomplete;
   2. the assets, liabilities, equity interests or items of consideration for which the initial accounting is incomplete; and
   3. the nature and amount of any measurement period adjustments recognised during the reporting period in accordance with paragraph 49.
2. for each reporting period after the acquisition date until the entity collects, sells or otherwise loses the right to a contingent consideration asset, or until the entity settles a contingent consideration liability or the liability is cancelled or expires:
   1. any changes in the recognised amounts, including any differences arising upon settlement;
   2. any changes in the range of outcomes (undiscounted) and the reasons for those changes; and
   3. the valuation techniques and key model inputs used to measure contingent consideration.
3. for contingent liabilities recognised in a business combination, the acquirer shall disclose the information required by paragraphs 84 and 85 of IAS 37 for each class of provision.
4. a reconciliation of the carrying amount of goodwill at the beginning and end of the reporting period showing separately:
   1. the gross amount and accumulated impairment losses at the beginning of the reporting period.
   2. additional goodwill recognised during the reporting period, except goodwill included in a disposal group that, on acquisition, meets the criteria to be classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.
   3. adjustments resulting from the subsequent recognition of deferred tax assets during the reporting period in accordance with paragraph 67.
   4. goodwill included in a disposal group classified as held for sale in accordance with IFRS 5 and goodwill derecognised during the reporting period without having previously been included in a disposal group classified as held for sale.
   5. impairment losses recognised during the reporting period in accordance with IAS 36. (IAS 36 requires disclosure of information about the recoverable amount and impairment of goodwill in addition to this requirement.)
   6. net exchange rate differences arising during the reporting period in accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates.
   7. any other changes in the carrying amount during the reporting period.
   8. the gross amount and accumulated impairment losses at the end of the reporting period.
5. the amount and an explanation of any gain or loss recognised in the current reporting period that both:
   1. relates to the identifiable assets acquired or liabilities assumed in a business combination that was effected in the current or previous reporting period; and
   2. is of such a size, nature or incidence that disclosure is relevant to understanding the combined entity’s financial statements.

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