1.3 Investments — Equity Method and Joint Ventures
Both IFRS Accounting Standards and U.S. GAAP require the application of
the equity method of accounting to certain investments (note that for IFRS Accounting
Standards purposes, investees are referred to as associates). However, as shown in the
table below, the standards differ in several respects in the determination of when and
how the equity method should be applied.
Topic
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IFRS Accounting Standards (IFRS 11, IAS 28)
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U.S. GAAP (ASC 323, ASC 808)
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Scope — general
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An investor must apply the equity method of
accounting when it has significant influence over an investee
unless the investment is in a venture capital organization or a
mutual fund, unit trust, or similar entity (i.e., investment
entities). For investment entities, the investor may account for
its investments that would otherwise qualify for the equity
method by using FVTPL.
Because IFRS Accounting Standards do not include
an FVO for equity method investments, the application of the FVO
rather than the equity method is more limited than it is under
U.S. GAAP.
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An investor must apply the equity method of
accounting when it has significant influence over an investee
unless (1) it has elected the FVO or (2) it carries its
investment at fair value under specialized industry accounting
guidance applicable to investment companies. In these cases, the
investor would record its interest at fair value. In addition,
investments in partnerships or certain LLCs require the use of
the equity method of accounting with as little as 3 percent to 5
percent ownership even if significant influence does not clearly
exist.
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Scope — investments in instruments other than common equity
| The evaluation of significant influence is framed in reference to “voting rights,” which can arise from instruments other than ordinary common shares. However, the equity method of accounting may be applied only to ordinary shares or instruments that are substantively the same as ordinary shares. |
An investor would apply the equity method of accounting for an
investment in a corporation when it has significant influence
over an investee and it holds an investment in common stock or
in-substance common stock. In-substance common stock includes
instruments that are substantially similar to common stock based
on subordination, risks and rewards of ownership, and an
obligation to transfer value.
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Applying the equity method of accounting — significant
influence
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Although IAS 28 provides considerations similar
to those in U.S. GAAP for the evaluation of whether an investor
holds significant influence over an investee, IFRS Accounting
Standards do not provide explicit significant-influence
investment thresholds for partnerships or LLCs.
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The evaluation of significant influence is
generally the same as it is under IFRS Accounting Standards.
However, there is special guidance in U.S. GAAP for
partnerships. An investment greater than 3 percent to 5 percent
in a partnership or LLC that maintains specific ownership
accounts is generally accounted for under the equity method of
accounting even if the investor does not have significant
influence.
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Applying the equity method of accounting — potential voting
rights
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An investor should consider “potential voting rights that are
currently exercisable or convertible” in evaluating significant
influence. Instruments with potential voting rights contingent
on future events or the passage of time would not be considered
until the contingent event occurs or the specified time frame
passes.
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An investor would consider only “present voting privileges.”
Therefore, potential voting rights are generally
disregarded.
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Initial measurement — contingent consideration
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Although IFRS Accounting Standards do not
provide explicit guidance, contingent consideration is generally
recognized at fair value by analogy to IFRS 3. Therefore,
contingent consideration is generally recognized at its fair
value on the acquisition date in accordance with IFRS 3.
Subsequently, the liability is measured at fair value, with any
changes in value recognized in the income statement.
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Contingent consideration may be recognized in two scenarios:
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Initial measurement — nonmonetary contributions to investee for
equity interests
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IFRS Accounting Standards contain conflicting
guidance, which the IASB attempted to resolve through a
narrow-scope amendment. IAS 28 indicates that nonmonetary
contributions should be recognized with partial gain
recognition. This, however, conflicts with IFRS 10, which
indicates that upon loss of control of a subsidiary, a parent
should recognize full gain or loss. Therefore, when an entity
contributes shares of a subsidiary in exchange for an equity
method investment, the entity in effect has an accounting policy
choice between applying the approach in IFRS 10 (full gain
recognition) or IAS 28 (partial gain recognition) since both
IFRS 10 and IAS 28 have equal standing under IFRS Accounting
Standards.
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The recognition of nonmonetary contributions to
an equity method investee depends on whether the assets
contributed are a business. If they are, ASC 810 would indicate
that full gain or loss recognition is required (except if the
transaction is the sale of in-substance real estate or a
conveyance of oil and gas mineral rights).
A contribution of nonfinancial assets or in-substance
nonfinancial assets that is not an output of the entity’s
ordinary business activities (i.e., outside the scope of ASC
606) would generally be accounted for in accordance with ASC
610-20, which indicates that full gain or loss recognition is
appropriate when the transaction meets the various recognition
criteria described therein.
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Subsequent measurement — losses in excess of interests
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An investor is typically required to discontinue use of the
equity method of accounting when the value of an investment
reaches zero unless the investor has incurred legal or
constructive obligations or made payments on behalf of the
associate.
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An investor generally discontinues use of the
equity method of accounting when the value of an investment
reaches zero unless the investor has guaranteed obligations of
the investee or is otherwise committed to provide further
financial support to the investee. However, unlike the treatment
under IFRS Accounting Standards, an investor is required under
U.S. GAAP to continue to recognize additional losses after the
investment reaches zero if the imminent return to profitable
operations appears to be assured.
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Subsequent measurement — impairment
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An entity must test an investment for impairment by comparing its
recoverable amount (the higher of its value in use or its fair
value less costs to sell) with its carrying amount whenever
there is indication of any impairment. Impairment losses should
be reversed in a subsequent period to the extent that the
recoverable amount of the associate or joint venture
increases.
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An entity must record impairment or losses in value of an
investment that represent an other-than-temporary decline. A
reduction in the current fair value of an investment below its
carrying amount may indicate a loss in value of the investment.
Impairment losses cannot be reversed in subsequent periods.
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Subsequent measurement — differences in reporting periods
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The investor’s and investee’s reporting dates
must be the same unless it is impracticable for them to be the
same. When it is impracticable, the dates must be no more than
three months apart. Unlike U.S. GAAP, IFRS Accounting Standards
require the investor to record its share of the associate’s
significant transactions or events that have occurred during the
lag period.
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A difference in reporting dates is permitted as long as it is not
more than three months. An entity must disclose the effect of
any transactions or events during the intervening period that
materially affect the investor’s financial statements.
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Subsequent measurement — differences in accounting policies
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An entity is required to make adjustments to an
investee’s financial statements to conform the investee’s
accounting policies to those of the reporting entity.
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An entity is not required to make adjustments to
financial statements when an investee and a reporting entity
have different accounting policies; however, a reporting entity
has the option of conforming an investee’s accounting policies
to those of the reporting entity.
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Subsequent measurement — loss of significant influence
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An investor would recognize any retained interest at fair value,
with any difference between the fair value of the retained
interest and the carrying value of the equity method investment
recognized in the income statement.
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When an investor loses significant influence
over an investee, it recognizes any retained investment on the
basis of historical cost and thus recognizes no gain or loss
solely because of the loss of significant influence (and thus
the discontinuance of the equity method of accounting). Note,
however, that other U.S. GAAP subsequently applicable to the
investment may require measurement at fair value, with changes
recognized in income (e.g., ASC 321).
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Joint arrangements — models
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IFRS 11 defines a joint arrangement as an “arrangement of which
two or more parties have joint control” and clarifies that joint
control exists only when “decisions about the relevant
activities require the unanimous consent of the parties that
collectively control the arrangement.”
IFRS 11 requires a party to a joint arrangement
to determine the type of joint arrangement in which it is
involved by assessing its rights and obligations arising from
the arrangement. IFRS 11 establishes two types of joint
arrangements: (1) joint operations and (2) joint ventures, both
distinguished by the rights and obligations of the parties
involved.
In a joint operation, the parties have rights to the underlying
assets and obligations for the liabilities of the arrangement
and should recognize their share of the assets, liabilities,
revenues, and expenses arising from their interest.
In a joint venture, the parties have rights to the net assets of
the arrangement and should account for their interests by using
the equity method of accounting. Further, a joint venture
requires the use of a separate vehicle (e.g., a separate legal
entity); otherwise, the arrangement is a joint operation. Note
that the existence of a separate vehicle is not sufficient
evidence on which to base a conclusion that the arrangement is a
joint venture.
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Before determining the appropriate accounting
model to use, an entity must first assess whether the joint
venture is a variable interest entity (VIE). If so, the entity
must apply the consolidation model in ASC 810. If the VIE is not
consolidated under ASC 810, the entity must determine which of
the following two accounting models is appropriate to use:
Joint operations not involving a legal entity — ASC 808,
and not ASC 323, addresses jointly controlled operations not
primarily conducted through a legal entity. Under ASC 808, a
joint operator must be (1) an active participant in the joint
operations conducted primarily outside of a legal entity and (2)
exposed to significant risks and rewards dependent on commercial
success of the joint activity.
Jointly controlled entities — These are entities, such as
joint ventures, for which all significant decisions regarding
the financing, development, sale, or operations require the
approval of two or more of the owners. Investors with joint
control would generally be able to apply the equity method of
accounting.
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Initial contribution of nonmonetary assets that meet the
definition of a business to a joint venture
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An accounting policy election of one of the following three
approaches may be taken (unless a venturer adopted the
amendments proposed by the IASB in September 2014 before it
indefinitely deferred them in December 2015):
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A gain or loss is recognized as the difference between the
following:
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Initial contribution of nonmonetary assets that
do not meet the definition of a business to a joint
venture
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An accounting policy election of one of the following three
approaches may be taken (unless a venturer adopted the
amendments proposed by the IASB in September 2014 before it
indefinitely deferred them in December 2015):
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Generally, venturers recognize the initial contributions of
nonmonetary assets that do not meet the definition of a business
at fair value and may recognize a gain if applicable.
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