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IFRS 3 (Revised

Impact on earnings

The crucial Q&A for decision-makers

IFRS technical publications

Adopting IFRS - A step-by-step illustration of the transition to IFRS Illustrates the steps involved in preparing the first IFRS financial statements. It takes into account the effect on IFRS 1 of the standards issued up to and including Mar ch 2004.

IFRS Measurement Checklist 2006

Outlines the measurement bases required by all IFRSs published up to September 2006.

Financial instruments under IFRS

High-level summary of the revised financial instruments standar ds issued in December 2003, updated to reflect

IFRS 7 in September 2006. For existing IFRS pr

eparers and first-time adopters. Financial Reporting in Hyperinflationary Economies -

Understanding IAS 29

2006 update (reflecting impact of IFRIC 7) of a guide for

entities applying IAS 29. Provides an overview of the standard"s concepts, descriptions of the procedures and an illustrative example of its application.

IFRS 3R: Impact on earnings -

the crucial Q&A for decision-makers Guide aimed at finance directors, financial controllers and deal-makers, providing background to the standard, impact on the financial statements and business, and summary differences with US GAAP.

Illustrative Consolidated Financial Statements

• Banking, 2006 • Corporate, 2007 • Insurance, 2006• Investment funds, 2006 • Investment property, 2006 Realistic sets of financial statements - for existing IFRS preparers in the above sectors - illustrating the required disclosure and presentation.

Share-based Payment -

a practical guide to applying IFRS 2 Assesses the impact of the new standard, looking at the requirements and providing a step-by-step illustration of how to account for share-based payment transactions.

Similarities and Differences -

a comparison of IFRS and US GAAP Presents the key similarities and differences between IFRS and US GAAP , focusing on the differences commonly found in practice. It takes into account all standar ds published up to August 2007.

SIC-12 and FIN 46R - The Substance of Control

Helps those working with special purpose entities to identify the differences between US GAAP and IFRS in this area, including examples of transactions and structures that may be impacted by the guidance. Illustrative Interim Consolidated Financial Statements for First-time Adopters - 2005 Realistic set of interim IFRS financial statements for first-time adopters. The financial statements for the six months ended June 2005 illustrate the disclosure and presentation required by all IFRSs published up to and including December 2004.

IFRS Pocket Guide 2006

Provides a summary of the IFRS recognition and

measurement requirements including currencies, assets, liabilities, equity, income, expenses, business combinations and interim financial statements.

IAS 39 - Achieving hedge accounting in practice

Covers in detail the practical issues in achieving hedge accounting under IAS 39. It pr ovides answers to frequently asked questions and step-by-step illustrations of how to apply common hedging strategies. Illustrative condensed consolidated interim financial infor mation - for existing preparers Illustrative information, prepared in accordance with IAS 34, for a fictional existing IFRS preparer. Includes a disclosure checklist and IAS 34 application guidance. Reflects standards issued up to 31 May 2006.

IFRS News

Monthly newsletter focusing on the business implications of the IASB"s proposals and new standards.

IFRS for SMEs (proposals)- Pocket Guide 2007

Provides a summary of the recognition and measurement r equirements in the proposed 'IFRS for Small and

Medium-Sized Entities" published by the Inter

national

Accounting Standar

ds Board in February 2007. PricewaterhouseCoopers" IFRS and corporate governance publications and tools 2008

IFRS Manual of Accounting 2008

Provides expert practical guidance on how

groups should prepare their consolidated financial statements in accordance with IFRS.

Comprehensive publication including hundreds

of worked examples, extracts from company reports and model financial statements.

Understanding financial instruments -

A guide to IAS 32, IAS 39 and IFRS 7

Comprehensive guidance on all aspects of the requirements for financial instruments accounting. Detailed explanations illustrated through worked examples and extracts from company reports.

IFRS Disclosure checklist 2007

Outlines the disclosures required by all IFRSs published up to September 2006.

Contents

Executive summary 3

Questions and answers 7

Differences between IFRS and US GAAP 19

Business implications 21

IFRS 3 (Revisedthe crucial Q&Afor decision-makers2

Executive summary

IFRS 3 (Revisedthe crucial Q&Afor decision-makers4 Acquisitions (M&Aepresent a core growth strategy for many companies. Accounting considerations shouldn"t drive acquisition decisions, but accounting can have a real impact on deal structures, on the planning and process that surround deals, and on communications with the marketplace. Accounting for acquisitions has changed again. The Inter national Accounting Standards Board (IASBeleased a revised standard on business combinations in January 2008, accompanied by a revised standard on consolidated financial statements. The Financial Accounting Standards Board (FASB), the IASB"s US counterpart, has issued an almost identical standard on business combinations and a similar standard on consolidated financial statements. Management that is charged with planning acquisitions or that oversees acquisition activity will want to understand the impact of the standards in areas such as deal structures, financial reporting and investor/analyst communications. This publication explores the more significant provisions of the standards and their implications for transaction decision-makers. What are the main impacts? The new standards are expected to add to earnings volatility, making earnings harder to predict. The standards are also likely to: •influence acquisition negotiations and deal structures in an effort to mitigate unwanted earnings impacts; • potentially impact the scope and extent of due diligence and data- gathering exercises prior to acquisition; • require new policies and procedures to monitor and determine changes in the fair value of some assets and liabilities; call for the early input of accountants and lawyers, and expand the call for valuation expertise; and influence the 'how, when and what" of stakeholder communications. The table below sets out the potential impact for gains and losses on day 1, measurement of assets and liabilities in the acquisition balance sheet and income statement volatility on day 2 and beyond. This publication aims to help dealmakers and preparers of financial statements communicate the consequences of a business combination on the current year"s financial statements and how a business combination may af fect the future years" earnings.

Executive summary

IFRS 3 (Revisedthe crucial Q&A for decision-makers5

Executive summary (continued

Share options given to seller

Existing inter

est held in target

Earn-out paid in a fixed number of

equity shares

Earn-out paid in cash or shares to a

fixed amount

Transaction costs

Full goodwill

Contingent liabilities

Settlement of pre-existing relationships

Restructuring costs

Indemnity from seller

Buying or selling minority interest

Impact on earnings at

combination dateImpact on net assets/goodwill at combination dateOngoing earnings impact 1

Transactions with minority interests resulted in income statement effects under IAS 27, depending on an entity"s policy. There will be no effect on

income under IAS 27 (Revised X 1 IFRS 3 (Revisedthe crucial Q&Afor decision-makers6

Questions and answers

IFRS 3 (Revisedthe crucial Q&Afor decision-makers8

Questions and answers

Scope and applicability

The business combinations standard represents some significant changes for IFRS but is less of a radical change than the comparable standard in US GAAP.

IFRS 3 (Revisedd

now applies to more transactions, as combinations by contract alone and combinations of mutual entities are brought into the scope of the standard. Common control transactions and the formation of joint ventures remain outside the scope of the standard. The definition of a business has been amended slightly. It now states that the elements are 'capable of being conducted" rather than 'are conducted and managed" to generate a return. This change is supplemented by a significant expansion of the application guidance. This may bring more transactions into acquisition accounting. Acquisition date does not change under IFRS; US GAAP will converge to the existing requirements of IFRS.

1. When will the newIFRS 3 (Revisedospectively to business combinations occurring in

standard affect thethe first accounting period beginning on or after 1 July 2009. It can be applied financial statements?early but only to an accounting period beginning on or after 30 June 2007.

IFRS 3 (Revised

Revisede applied at the same time.

Retrospective application to earlier business combinations is not permitted.

As with other standards, IFRS 3 (RevisedRevised

applied by entities within the European Union until they are endorsed.

2. Has the scope of theYes, it now includes combinations of mutuals and combinations by contract.

standard changed?This change in scope is not significant for many entities. High-profile combinations of mutual entities are uncommon, and combinations by contract (staplingse rarely seen elsewhere.

3. What about commonCommon control transactions remain outside the scope of the new standard.

control transactions?The IASB is starting a project on accounting for them, but a new standard is not expected soon. Entities choose a policy for such transactions. The most common are either applying IFRS 3 by analogy to other business combinations or using predecessor values by analogy to US and other GAAPs with similar frameworks. Entities should continue to use their existing policy for business combinations under common control.

Consideration

Consideration is the amount paid for the acquired business. Some of the most significant changes are found in this section of the revised standard. Individual changes may increase or decrease the amount accounted for as consideration. These affect the amount of goodwill recognised and impact the post-acquisition income statement. Transaction costs no longer form a part of the acquisition price; they are expensed as incurred. Consideration now includes the fair value of all interests that the acquirer may have held previously in the acquired business. This includes any interest in an associate or joint venture or other equity interests of the acquired business. If the interests in the target were not held at fair value, they are re-measured to fair value through the income statement. IFRS 3 (Revisedthe crucial Q&A for decision-makers9

Consideration (continued

The requirements for recognition of contingent consideration have also been amended. Contingent consideration is now required to be recognised at fair value even if it is not deemed to be probable of payment at the date of the acquisition. All subsequent changes in debt contingent consideration are recognised in the income statement, rather than against goodwill as today.

4. The selling-shareholdersAn acquirer may wish selling-shareholders to remain in the business as

will receive some shareemployees. Their knowledge and contacts can help to ensure that the acquired options. What effect willbusiness performs well. this have? The terms of the options and employment conditions could impact the amount of purchase consideration and also the income statement after the business combination. Share options have a value. The relevant accounting question is whether this value is recorded as part of the purchase consideration, or as compensation for post-acquisition services provided by employees, or some combination of the two. Is the acquirer paying shareholders in their capacity as shareholders or in their capacity as employees for services subsequent to the business combination? How share options are accounted for depends on the conditions attached to the award and also whether or not the options are replacing existing options held by the employee in the acquired business. Options are likely to be consideration for post-acquisition service where some of the payment is conditional on the shareholders remaining in employment after the transaction. In such circumstances, a charge is recorded in post-acquisition earnings for employee services. These awards are made to secure and reward future services of employees rather than to acquire the existing business.

5. Is it true that someYes, it is. Any previous stake is seen as being 'given up" to acquire the

business combinationsbusiness. A gain or loss is recorded on its disposal. If the acquirer already held

will result in gains in thean interest in the acquired entity before acquisition, the standard requires the

income statement?existing stake to be re-measured to fair value at the date of acquisition, taking any movement to the income statement (together with any gains previously recorded in equity that relate to the existing stake). If the value of the stake has increased, there will be a gain to recognise in the income statement of the acquirer at the date of the business combination. A loss would only occur if the existing inter est has a book value in excess of the proportion of the fair value ofquotesdbs_dbs17.pdfusesText_23