英文版《国际财务分析报告准则》

《国际财务报告准则第3号：企业合并》（最新英文版）

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《国际财务报告准则第3号：企业合并》（最新英文版）

IFRS 3

International Financial Reporting Standard 3 ：Business

Combinations

This version includes amendments resulting from IFRSs i ssued up to 31 December 2006.

IAS 22 Business Combinations was issued by the Internat ional Accounting Standards Committee in October 1998. I t was a revision of IAS 22 Business Combinations (issue d in December 1993), which replaced IAS 22 Accounting f or Business Combinations (issued in November 1983).

In April 2001 the International Accounting Standards Bo ard (IASB) resolved that all Standards and Interpretati ons issued under previous Constitutions continued to be applicable unless and until they were amended or withd rawn.

In March 2004 the IASB issued IFRS 3 Business Combinati ons. It replaced IAS 22 and three Interpretations:

IFRS 3

International Financial Reporting Standard 3 Business C ombinations (IFRS 3) is set out in paragraphs 1–87 and Appendices A–C. All the paragraphs have equal authori ty. Paragraphs in bold type state the main principles. Terms defined in Appendix A are in italics the first ti me they appear in the Standard. Definitions of other te rms are given in the Glossary for International Financi al Reporting Standards. IFRS 3 should be read in the co

ntext of its objective and the Basis for Conclusions, t he Preface to International Financial Reporting Standar ds and the Framework for the Preparation and Presentati on of Financial Statements. IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors provides a b asis for selecting and applying accounting policies in the absence of explicit

guidance.

IFRS 3

Introduction

IN1

International Financial Reporting Standard 3 Business C ombinations (IFRS 3) replaces IAS 22 Business Combinati ons. The IFRS also replaces the following Interpretations: .

SIC-9 Business Combinations—Classification either as A cquisitions or Unitings of Interests

.

SIC-22 Business Combinations—Subsequent Adjustment of Fair Values and Goodwill Initially Reported

.

SIC-28 Business Combinations—“Date of Exchange” and Fair Value of Equity Instruments.

Reasons for issuing the IFRS

IN2 IAS 22 permitted business combinations to be accoun ted for using one of two methods: the pooling of intere sts method or the purchase method. Although

IAS 22 restricted the use of the pooling of interests m ethod to business combinations classified as unitings o f interests, analysts and other users of financial stat ements indicated that permitting two methods of account ing for substantially similar transactions impaired the comparability of financial statements. Others argued t hat requiring more than one method of accounting for su ch transactions created incentives for structuring thos

e transactions to achieve a desired accounting result, particularly given that the two methods produce quite d ifferent results.

IN3 These factors, combined with the prohibition of the pooling of interests method in Australia, Canada and t he United States, prompted the International Accounting Standards Board to examine whether, given that few com binations were understood to be accounted for in accord ance with IAS 22 using the pooling

of interests method, it would be advantageous for inter national standards to converge with those in Australia and North America by also prohibiting the

method.

IN4 Accounting for business combinations varied across jurisdictions in other respects as well. These included the accounting for goodwill and intangible assets acquired in a business combination, the treatment of an y excess of the acquirer’s interest in the fair values

of identifiable net assets acquired over the cost of th e

business combination, and the recognition of liabilitie s for terminating or reducing the activities of an acqu iree.

IN5 Furthermore, IAS 22 contained an option in respect of how the purchase method could be applied: the identi fiable assets acquired and liabilities assumed could be measured initially using either a benchmark treatment or an allowed alternative treatment. The benchmark trea tment resulted in the identifiable assets acquired and liabilities assumed being measured initially at a combi nation of fair values (to the extent of the acquirer’s ownership interest) and pre-acquisition carrying amount s (to the extent of any minority interest). The allowed alternative treatment resulted in the identifiable ass ets acquired and liabilities assumed

IFRS 3

being measured initially at their fair values as at the date of acquisition. The Board believes that permittin g similar transactions to be accounted for in dissimila r ways impairs the usefulness of the information provid ed to users of financial statements, because both compa rability and reliability are diminished.

IN6

Therefore, this IFRS has been issued to improve the qua lity of, and seek international convergence on, the acc ounting for business combinations,

including: (a) the method of accounting for business co mbinations; (b) the initial measurement of the identifi able assets acquired and liabilities and contingent lia bilities assumed in a business combination; (c) the rec ognition of liabilities for terminating or reducing the activities of an acquiree; (d) the treatment of any ex

cess of the acquirer’s interest in the fair values of identifiable net assets acquired in a business combinat ion over the cost of the combination; and (e) the accou nting for goodwill and intangible assets acquired in a business combination. Main features of the IFRS

IN7 This IFRS:

(a) requires all business combinations within its scope to be accounted for by applying the purchase method.

(b) requires an acquirer to be identified for every bus iness combination within its scope. The acquirer is the combining entity that obtains control of the

other combining entities or businesses.

(c) requires an acquirer to measure the cost of a busin ess combination as the aggregate of: the fair values, a t the date of exchange, of assets given,

liabilities incurred or assumed, and equity instruments issued by the acquirer, in exchange for control of the acquiree; plus any costs directly attributable to the

combination.

(d) requires an acquirer to recognise separately, at th

e acquisition date, the acquiree’s identifiable assets, liabilities and contingent liabilities that satisfy th e following recognition criteria at that date, regardle ss o

f whether they had been previously recognised in th e acquiree’s financial statements:

(i) in the case of an asset other than an intangible as set, it is probable that any associated future economic benefits will flow to the acquirer, and its fair value can be measured reliably;

(ii) in the case of a liability other than a contingent liability, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and its fair value can be measured rel iably; and

(iii) in the case of an intangible asset or a conting ent liability, its fair value can be measured reliably.

(e) requires the identifiable assets, liabilities and c ontingent liabilities that satisfy the above recognitio n criteria to be measured initially by the acquirer at their fair values at the acquisition date, irrespective of the extent of any minority interest.

(f) requires goodwill acquired in a business combinatio n to be recognised by the acquirer as an asset from the acquisition date, initially measured as the excess of the cost of the business combination over the acquirer’s interest in the net fair value of the acquiree’s ide ntifiable assets, liabilities and contingent liabilitie s recognised in accordance with (d) above.

(g) prohibits the amortisation of goodwill acquired in a business combination and instead requires the goodwil l to be tested for impairment annually, or

more frequently if events or changes in circumstances i ndicate that the asset might be impaired, in accordance with IAS 36 Impairment of Assets.

(h) requires the acquirer to reassess the identificatio n and measurement of the acquiree’s identifiable asset s, liabilities and contingent liabilities and the measurement of the cost of the business combination if the acquirer’s interest in the net fair value of the i tems recognised in accordance with (d) above exceeds th e cost of the combination. Any excess remaining after t hat reassessment must be recognised by the acquirer imm ediately in profit or loss.

(i) requires disclosure of information that enables use rs of an entity’s financial statements to evaluate the nature and financial effect of:

(i) business combinations that were effected during the period; (ii) business combinations that were effected after the balance sheet date but before the financial s tatements are authorised for issue; and (iii) some busi

ness combinations that were effected in previous period s.

(j) requires disclosure of information that enables use rs of an entity’s financia l statements to evaluate cha nges in the carrying amount of

goodwill during the period. Changes from previous requi rements

IN8 The main changes from IAS 22 are described below. M ethod of accounting

IN9 This IFRS requires all business combinations within its scope to be accounted for using the purchase metho d. IAS 22 permitted business combinations to be accounted for using one of two methods: the pooling of interests method for combinations classified as uniting s of interests and the purchase method for combinations classified as acquisitions.

Recognising the identifiable assets acquired and liabil ities and contingent liabilities assumed

IN10

This IFRS changes the requirements in IAS 22 for separa tely recognising as part of allocating the cost of a bu siness combination:

(a) liabilities for terminating or reducing the activit ies of the acquiree; and (b) contingent liabilities of the acquiree.

This IFRS also clarifies the criteria for separately re cognising intangible assets of the acquiree as part of allocating the cost of a combination.

IN11

This IFRS requires an acquirer to recognise liabilities for terminating or reducing the activities of the acqu iree as part of allocating the cost of the combination only

when the acquiree has, at the acquisition date, an exis ting liability for restructuring recognised in accordan ce with IAS 37 Provisions, Contingent Liabilities and C

ontingent Assets. IAS 22 required an acquirer to recogn ise as part of allocating the cost of a business combin ation a provision for terminating or reducing the activities of the acquiree that was not a liability of the acquiree at the acquisition date, provided the acqu irer satisfied specified criteria.

IN12

This IFRS requires an acquirer to recognise separately the acquiree’s cont ingent liabilities (as defined in I AS 37) at the acquisition date as part of allocating th e

cost of a business combination, provided their fair val ues can be measured reliably. Such contingent liabiliti es were, in accordance with IAS 22, subsumed

within the amount recognised as goodwill or negative go odwill.

IN13

IAS 22 required an intangible asset to be recognised if,

and only if, it was probable that the future economic benefits attributable to the asset would flow to the entity, and its cost could be measured reliably. The pr obability recognition criterion is not included in this IFRS because it is always considered to be satisfied for intangible assets acquired in business combinations. Additionally, this IFRS includes guidance clarifying t hat the fair value of an intangible asset acquired in a business combination can normally be measured with su fficient reliability to qualify for recognition separat ely from goodwill. If an intangible asset acquired

in a business combination has a finite useful life, the re is a rebuttable presumption that its fair value can be measured reliably.

Measuring the identifiable assets acquired and liabilit ies and contingent liabilities assumed

IN14

IAS 22 included a benchmark and an allowed alternative

treatment for the initial measurement of the identifiab le net assets acquired in a business combination,

and therefore for the initial measurement of any minori ty interests. This IFRS requires the acquiree’s identi fiable assets, liabilities and contingent liabilities recognised as part of allocating the cost of the combin ation to be measured initially by the acquirer at their fair values at the acquisition date. Therefore, any minority interest in the acquiree is stated at the mino rity’s proportion of the net fair val ues of those item s. This is consistent with IAS 22’s allowed alternativ e

treatment.

Subsequent accounting for goodwill

IN15

This IFRS requires goodwill acquired in a business comb ination to be measured after initial recognition at cos t less any accumulated impairment losses.

Therefore, the goodwill is not amortised and instead mu st be tested for impairment annually, or more frequentl y if events or changes in circumstances

indicate that it might be impaired. IAS 22 required acq uired goodwill to be systematically amortised over its useful life, and included a rebuttable

presumption that its useful life could not exceed twent y years from initial recognition.

Excess of acquirer’s interest in the net fair value of acquiree’s identifiable assets, liabiliti es and contin gent liabilities over cost

IN16

This IFRS requires the acquirer to reassess the identif ication and measurement of the acquiree’s identifiable assets, liabilities and contingent liabilities and the measurement of the cost of the combination if, at the a cquisition date, the acquirer’s interest in the net fa ir value of those items exceeds the cost of the mbinati

on. Any excess remaining after that reassessment must b e recognised by the acquirer immediately in profit or l oss. In accordance with IAS 22, any excess of the acqui rer’s interest in the net fair value of the identifiab le assets and liabilities acquired over the cost of the acquisition was accounted for as negative

goodwill as follows:

(a) to the extent that it related to expectations of fu ture losses and expenses identified in the acquirer’s acquisition plan, it was required to be carried forward and recognised as income in the same period in which the future losses and expenses were recognised.

(b) to the extent that it did not relate to expectation s of future losses and expenses identified in the acqui rer’s acquisition plan, it was required to be recognised as income as follows:

(i) for the amount of negative goodwill not exceeding t he aggregate fair value of acquired identifiable non-mo

netary assets, on a systematic

basis over the remaining weighted average useful life o f the identifiable depreciable assets.

(ii) for any remaining excess, immediately. International Financial Reporting Standard 3

Business Combinations

Objective

The objective of this IFRS is to specify the financial reporting by an entity when it undertakes a business co mbination. In particular, it specifies that all busines s

combinations should be accounted for by applying the pu rchase method. Therefore, the acquirer recognises the a cquiree’s identifiable assets, liabilities and conting ent liabilities at their fair values at the acquisition date, and also recognises goodwill, which is subsequen tly tested for impairment rather than amortised.

Scope

2 Except as described in paragraph 3, entities shall ap ply this IFRS when accounting for business combinations.

3 This IFRS does not apply to:

(a) business combinations in which separate entities or businesses are brought together to form a joint ventur e.

(b) business combinations involving entities or busines ses under common control.

(c) business combinations involving two or more mutual entities.

(d) business combinations in which separate entities or businesses are brought together to form a reporting en tity by contract alone without the obtaining of

an ownership interest (for example, combinations in whi ch separate entities are brought together by contract a