Chapter 1
Business Combinations and
Noncontrolling Interests
Learning Objectives
After studying this chapter, you should be able to
- Identify a business combination.
- Understand the acquisition method of accounting for a business combination.
- Measure the noncontrolling interest in a partially owned subsidiary at the acquisition date
of the subsidiary.
- Classify on a consolidated balance sheet and income statement the noncontrolling interest
in equity and the noncontrolling interest in net income.
Introduction
The issuance of Statement of Financial Accounting Standards (SFAS) No. 141(revised 2007),
Business Combinations, SFAS No. 160,
Noncontrolling Interests in Consolidated Financial
Statements – an amendment of ARB No. 51, and International Financial Reporting Standard 3,
Business Combinations (as revised in 2007), completed a major joint convergence project
between the FASB and the International Accounting Standards Board (IASB). The Boards, in
large part, achieved their objective to converge U.S. GAAP and international reporting standards
in the area of business combinations.
The FASB’s previous business combinations standard, SFAS No. 141, Business Combinations,
required the purchase method of accounting for business combinations. That method measured
the acquirer’s share of the acquiree’s net assets at fair value on the acquisition date. SFAS No.
141(R) recognizes the acquiree’s net assets at fair value and the noncontrolling interest, if any, at
fair value. That is a significant difference between SFAS No. 141 and SFAS No. 141(R). Other
significant differences between the standards include the accounting for a bargain purchase,
assets and liabilities arising from contingencies, as well as others.
SFAS No. 160 addresses several issues related to the measurement and recognition of the
noncontrolling interest (previously, usually called the minority interest).
Pre-Chapter Quiz
1. A business combination is a transaction or event in which an acquirer obtains control of one or more businesses.
a. True.
b. False.
2. An acquirer must be identified in all business combinations, even if the entities that are
combining are mutual entities.
a. True.
b. False.
3. As a general rule, the assets acquired, liabilities assumed, and any noncontrolling interest in a
business combination should be measured at fair value at the date of acquisition.
a. True.
b. False.
4. In applying the acquisition method of SFAS No. 141(R), goodwill, if it exists, is allocated to
the noncontrolling interest.
a. True.
b. False.
5. In applying the acquisition method of SFAS No. 141(R), a bargain purchase results in the
reduction of the values assigned to the acquiree’s long-term assets excluding investments in
securities.
a. True.
b. False.
6. On a consolidated income statement, the noncontrolling interest’s share of net income should
be subtracted in the determination of consolidated net income.
a. True.
b. False.
7. On a consolidated balance sheet, the noncontrolling interest’s share of a subsidiary’s equity
can be classified as a liability or as equity.
a. True.
b. False.
SFAS No. 141(R) – Business Combinations
(Issued December 2007)
Introduction
SFAS No. 141(R) modifies SFAS No. 141’s purchase method of accounting for business
combinations and labels the resulting approach the acquisition method. SFAS No. 141’s
purchase method essentially accounted for the parent’s share of an acquiree’s assets and
liabilities at fair value. One of the significant changes required by SFAS No. 141(R) is to
account for the total of the acquiree’s assets and liabilities at fair value. Other changes are
described below.
SFAS No. 141(R) is the result of a major joint project of the FASB and the IASB. Although
convergence between SFAS No. 141(R) and the IASB’s IFRS 3 was substantially achieved,
certain differences between the two standards remain.
Scope
SFAS No. 141(R) applies to all business combinations as that term is defined in the standard. It
does not apply to the following transactions:1
- The formation of a joint venture.
- The acquisition of an asset or a group of assets that does not constitute a business.
- A combination between entities or businesses under common control.
- A combination between non-for-profit organization.
Key Terms
SFAS No. 141(R) defines the following key terms:2
Acquiree – The business or businesses that the acquirer obtains control of in a business
combination.
Acquirer – The entity that obtains control of the acquiree. However, in a business
combination in which a variable interest entity is acquired, the primary beneficiary of that
entity is always the acquirer.
Acquisition date – The date on which the acquirer obtains control of the acquiree.
Business – An integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends, lower costs,
or other economic benefits directly to investors or other owners, members, or
participants.
Business combination – A transaction or other event in which an acquirer obtains control
of one or more businesses. Transactions sometimes referred to as “true mergers” or
“mergers of equals” also are business combinations as that term is used in SFAS No.
141(R).
Contingent consideration – Usually an obligation of the acquirer to transfer additional
assets or equity interests to the former owners of an acquiree as part of the exchange for
control of the acquiree if specified future events occur or conditions are met. However,
contingent consideration also may give the acquirer the right to the return of previously
transferred consideration if specified conditions are met.
Control – Has the meaning of controlling financial interest in paragraph 2 of ARB No.
51, Consolidated Financial Statements, as amended.
Equity interests – A term used broadly to mean ownership interests of investor-owned
entities and owner, member, or participant interests of mutual entities.
Fair value – The price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date.
Goodwill – An asset representing the future economic benefits arising from other assets
acquired in a business combination that are not individually identified and separately
recognized.
An asset is identifiable if it either
– Is separable, that is, capable of being separated or divided from the entity and sold,
transferred, licensed, rented, or exchanged, either individually or together with a
related contract, identifiable asset, or liability, regardless of whether the entity intends
to do so; or
– Arises from contractual or other legal rights, regardless of whether those rights are
transferable or separable from the entity or from other rights and obligations.
Intangible asset – An asset (not including a financial asset) that lacks physical substance.
As used in SFAS No. 141(R), the term intangible asset excludes goodwill.
Mutual entity – An entity other than an investor-owner entity that provides dividends,
lower costs, or other economic benefits directly to its owners, members, or participants.
1 SFAS No. 141(R), pages 1 and 2.
2 SFAS No. 141(R), pages 2 and 3.
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