The portion of a non-vested replacement award attributable to post-combination service, and therefore recognised as remuneration cost in the post-combination financial statements, equals the total market-based measure of the replacement award less the amount attributed to pre-combination service. Therefore, the acquirer attributes any excess of the market-based measure of the replacement award over the market-based measure of the acquiree award to post-combination service and recognises that excess as remuneration cost in the post-combination financial statements. The acquirer shall attribute a portion of a replacement award to post-combination service if it requires post-combination service, regardless of whether employees had rendered all of the service required for their acquiree awards to vest before the acquisition date.
The portion of a non-vested replacement award attributable to pre-combination service, as well as the portion attributable to post-combination service, shall reflect the best available estimate of the number of replacement awards expected to vest. For example, if the market-based measure of the portion of a replacement award attributed to pre-combination service is CU100 and the acquirer expects that only 95 per cent of the award will vest, the amount included in consideration transferred in the business combination is CU95. Changes in the estimated number of replacement awards expected to vest are reflected in remuneration cost for the periods in which the changes or forfeitures occur not as adjustments to the consideration transferred in the
business combination. Similarly, the effects of other events, such as
modifications or the ultimate outcome of awards with performance conditions, that occur after the acquisition date are accounted for in accordance with IFRS 2 in determining remuneration cost for the period in which an event occurs.
The same requirements for determining the portions of a replacement award attributable to pre-combination and post-combination service apply regardless of whether a replacement award is classified as a liability or as an equity instrument in accordance with the provisions of IFRS 2. All changes in the market-based measure of awards classified as liabilities after the acquisition date and the related income tax effects are recognised in the acquirer's post-combination financial statements in the period(s) in which the changes occur.
The income tax effects of replacement awards of share-based payments shall be recognised in accordance with the provisions of IAS 12 Income Taxes.
Equity-settled share-based payment transactions of the
The acquiree may have outstanding share-based payment transactions that the
acquirer does not exchange for its share-based payment transactions. If vested, those acquiree share-based payment transactions are part of the non-controlling interest in the acquiree and are measured at their market-based measure. If unvested, they are measured at their market-based measure as if the acquisition date were the grant date in accordance with paragraphs 19 and 30.
The market-based measure of unvested share-based payment transactions is allocated to the non-controlling interest on the basis of the ratio of the portion
of the vesting period completed to the greater of the total vesting period and the original vesting period of the share-based payment transaction. The balance is allocated to post-combination service.
Other IFRSs that provide guidance on subsequent measurement
and accounting (application of paragraph 54)
Examples of other IFRSs that provide guidance on subsequently measuring and
accounting for assets acquired and liabilities assumed or incurred in a business
a) IAS 38 prescribes the accounting for identifiable intangible assets
acquired in a business combination. The acquirer measures goodwill at the amount recognised at the acquisition date less any accumulated impairment losses. IAS 36 Impairment of Assets prescribes the accounting
for impairment losses.
b) IFRS 4 Insurance Contracts provides guidance on the subsequent
accounting for an insurance contract acquired in a business combination.
c) IAS 12 prescribes the subsequent accounting for deferred tax assets (including unrecognised deferred tax assets) and liabilities acquired in a business combination.
d) IFRS 2 provides guidance on subsequent measurement and accounting for the portion of replacement share-based payment awards issued by an acquirer that is attributable to employees' future services.
e) IFRS 10 provides guidance on accounting for changes in a parent's ownership interest in a subsidiary after control is obtained.
Disclosures (application of paragraphs 59 and 61)
To meet the objective in paragraph 59, the acquirer shall disclose the following
information for each business combination that occurs during the reporting
a)the name and a description of the acquiree. the acquisition date.
b) the percentage of voting equity interests acquired.
d) the primary reasons for the business combination and a description of
how the acquirer obtained control of the acquiree.
e) 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.
f) the acquisition-date fair value of the total consideration transferred and
the acquisition-date fair value of each major class of consideration, such
ii) other tangible or intangible assets, including a business or
subsidiary of the acquirer;
iii) liabilities incurred, for example, a liability for contingent
iv) 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.
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).
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.
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:
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
the reasons why the initial accounting for the business
combination is incomplete;
the assets, liabilities, equity interests or items of consideration
for which the initial accounting is incomplete; and
the nature and amount of any measurement period adjustments
recognised during the reporting period in accordance with paragraph 49.
(b) 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:
i) any changes in the recognised amounts, including any
differences arising upon settlement;
ii) any changes in the range of outcomes (undiscounted) and the
reasons for those changes; and
iii) the valuation techniques and key model inputs used to measure contingent consideration.
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.
a reconciliation of the carrying amount of goodwill at the beginning and
end of the reporting period showing separately:
the gross amount and accumulated impairment losses at the
beginning of the reporting period.
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.
adjustments resulting from the subsequent recognition of
deferred tax assets during the reporting period in accordance with paragraph 67.
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.
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.)
net exchange rate differences arising during the reporting period in accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates.
any other changes in the carrying amount during the reporting
the gross amount and accumulated impairment losses at the end of the reporting period.
(e) the amount and an explanation of any gain or loss recognised in the
current reporting period that both:
i) relates to the identifiable assets acquired or liabilities assumed in
a business combination that was effected in the current or
previous reporting period; and
ii)is of such a size, nature or incidence that disclosure is relevant to understanding the combined entity's financial statements.
Transitional provisions for business combinations involving only mutual entities or by contract alone (application of paragraph 66)
Paragraph 64 provides that this IFRS applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 July 2009. Earlier
application is permitted. However, an entity shall apply this IFRS only at the beginning of an annual reporting period that begins on or after 30 June 2007. If an entity applies this IFRS before its effective date, the entity shall disclose that fact and shall apply IAS 27 (as amended in 2008) at the same time.
The requirement to apply this IFRS prospectively has the following effect for a business combination involving only mutual entities or by contract alone if the acquisition date for that business combination is before the application of this
Classification—An entity shall continue to classify the prior business
combination in accordance with the entity's previous accounting policies for such combinations.
Previously recognised goodwill—At the beginning of the first annual period
in which this IFRS is applied, the carrying amount of goodwill arising from the prior business combination shall be its carrying amount at that date in accordance with the entity's previous accounting policies. In determining that amount, the entity shall eliminate the carrying amount of any accumulated amortisation of that goodwill and the corresponding decrease in goodwill. No other adjustments shall be made to the carrying amount of goodwill.
Goodwill previously recognised as a deduction from equity—The entity's previous
accounting policies may have resulted in goodwill arising from the prior business combination being recognised as a deduction from equity. In that situation the entity shall not recognise that goodwill as an asset at the beginning of the first annual period in which this IFRS is applied. Furthermore, the entity shall not recognise in profit or loss any part of that goodwill when it disposes of all or part of the business to which that goodwill relates or when a cash-generating unit to which the goodwill relates becomes impaired.
Subsequent accounting for goodwill—From the beginning of the first annual
period in which this IFRS is applied, an entity shall discontinue amortising goodwill arising from the prior business combination and shall test goodwill for impairment in accordance with IAS 36.
Previously recognised negative goodwill—An entity that accounted for the
prior business combination by applying the purchase method may have recognised a deferred credit for an excess of its interest in the net fair value of the acquiree's identifiable assets and liabilities over the cost of that interest (sometimes called negative goodwill). If so, the entity shall derecognise the carrying amount of that deferred credit at the beginning of the first annual period in which this IFRS is applied with a corresponding adjustment to the opening balance of retained earnings at that date
Amendments to other IFRSs
The amendments in this appendix shall be applied for annual reporting periods beginning on or after 1 July 2009. If an entity applies this IFRS for an earlier period, these amendments shall be applied for that earlier period. Amended paragraphs are shown with new text underlined and deleted text struck through.
The amendments contained in this appendix when this revised IFRS was issued in 2008 have been incorporated into the relevant IFRSs published in this volume.
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