IFRS 5 - Discontinued operations

Academic Resource Center Discontinued operations Page 2 Executive summary ► Under both IFRS and US GAAP, a discontinued operation represents a component of an entity that has been disposed of or is held for sale. In the 2010 edition of the AICPA’s Accounting Trends and Techniques, of the 500 companies surveyed, 44 companies discontinued or planned to discontinue the operations of a component of an entity. ► IFRS narrowly defines what qualifies as a discontinued operation. US GAAP more broadly defines discontinued operations and could include asset groups smaller than those allowed under IFRS. ASC also requires that: “(a) the operations and cash flows of the component have been (or will be) eliminated from the ongoing operations of the entity as a result of the disposal transaction and (b) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.” There is no similar requirement in IFRS.

Academic Resource Center Discontinued operations Page 3 Executive summary ► There are differences in the presentation of discontinued operations: ► Balance sheet – IFRS does not require restatement of comparative information, while US GAAP does not provide any specific guidance on comparative information. ► Income statement – IFRS requires more extensive disclosures than US GAAP. ► Cash flows – IFRS 5.33 requires comparative disclosure of “the net cash flows attributable to the operating, investing and financing activities,” while US GAAP does not have a similar requirement.

Academic Resource Center Discontinued operations Page 4 Progress on convergence ► In September 2008, the Boards issued proposed amendments to ASC and IFRS 5 to converge the definition of discontinued operations as well as the related disclosure requirements. The comment period on the exposure draft (ED) ended on January 23, ► The Boards decided to align this project timetable with the main financial statement presentation project. The Boards plan to make available a new ED during the second quarter of 2011 that will contain a converged definition of a discontinued operation and related disclosures.

Academic Resource Center Discontinued operations Page 5 Criteria for classification as non-current assets held for sale The following criteria must be met for a non-current asset (disposal group) to be classified as held for sale: ► The assets are available for immediate sale in their present condition. ► Management commits to a plan to sell the assets. ► Management is actively seeking a buyer. ► The sale is probable and will generally occur within one year. ► The selling price is reasonable in relation to the current value. ► It is unlikely there will be any significant changes to the plan to sell the assets. Similar IFRSUS GAAP

Academic Resource Center Discontinued operations Page 6 Criteria for classification as non-current assets held for sale IFRS ► It must be “highly probable” the sale will occur within one year. ► IFRS 5, Appendix A, defines highly probable as “significantly more likely than probable.” ► IFRS 5.8 then goes on to list the criteria for a sale to be highly probable. These criteria are essentially those listed above. Therefore, there are no significant differences between US GAAP and IFRS. US GAAP ► It must be probable the sale will occur within one year.

Academic Resource Center Discontinued operations Page 7 Criteria for classification as discontinued operations A discontinued operation is defined as a component of an entity that is held for sale or has been disposed. The definitions under both standards generally allow the inclusion of major lines of business and major geographic areas of operation. Similar IFRSUS GAAP

Academic Resource Center Discontinued operations Page 8 Criteria for classification as discontinued operations IFRS ► No similar requirement. US GAAP ► More broadly defines what qualifies as a discontinued operation and could include asset groups smaller than those allowed under IFRS. ► ASC requires that “(a) the operations and cash flows of the component have been (or will be) eliminated from the ongoing operations of the entity as a result of the disposal transaction and (b) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.”

Academic Resource Center Discontinued operations Page 9 Criteria for classification as discontinued operations Summary IFRS ► Component of an entity held for sale or one that has been disposed. ► Separate major parts of business or geographic area of operation. ► No similar requirement. ► A single coordinated disposal plan. US GAAP ► Component of an entity held for sale or one that has been disposed. ► Operations and cash flows can be clearly distinguished. ► Operations and cash flows will be eliminated from ongoing operations. ► No significant continuing involvement in the operations. ► No similar requirement. Convergence: Based on tentative decisions to date, the Boards have decided to adopt a common definition as currently defined under IFRS. The Boards have also agreed on certain disclosures required if an entity retains continuing involvement with a discontinued operation after the disposal date.

Academic Resource Center Discontinued operations Page 10 Example 1 – criteria for classification as a discontinued operation The Copper Mining Company (CMC) is a fully integrated copper company. CMC has three separate operating segments. The mining segment mines the copper and had revenues of $1.0 billion and a net negative cash flow of $0.2 billion. The industrial segment smelts the copper into ingots and had revenues of $1.2 billion and a net cash flow of $0.2 billion. The distribution segment sells the copper ingots to third parties and had revenues of $1.5 billion and a net cash flow of $0.3 billion. Criteria for discontinued operations example Management of CMC has received an unsolicited offer from a competitor for its industrial segment, which it believes reflects the fair value of these operations. The competitor wants to complete the purchase in the next three months. CMC’s Board of Directors has authorized management’s plan to immediately sell its industrial segment to this competitor and retain the remaining two segments. As part of the proposed purchase, the competitor requires CMC to agree to process all its copper ore through its smelters for the next five years at a cost of 4 cents per ton. This is slightly less than CMC’s current cost of smelting the ore. The competitor also requires that CMC’s management continues to manage the industrial segment for six months after the sale. This will allow the competitor to hire its own management team to run the smelting operations. As is currently the case, CMC’s distribution segment would then sell the copper ingots to third parties.

Academic Resource Center Discontinued operations Page 11 Criteria for discontinued operations example Example 1 (continued): ► Does CMC’s industrial segment qualify as a discontinued operation under US GAAP? Explain your answer. ► Does CMC’s industrial segment qualify as a discontinued operation under IFRS? Explain your answer.

Academic Resource Center Discontinued operations Page 12 Example 1 solution: US GAAP: The requirements for classification of the industrial segment as a non-current asset held for sale have been met as stated in the discussion above. The operations and cash flows of the industrial segment are clearly distinguishable from the rest of the operations. However, it appears CMC will have significant continuing involvement in the operations of the industrial segment after the disposal date. Therefore, this plan would not qualify for accounting as a discontinued operation. Criteria for discontinued operations example

Academic Resource Center Discontinued operations Page 13 Example 1 solution (continued): IFRS: The requirements for classification of the industrial segment as a non-current asset held for sale have been met: ► The assets are available for immediate sale in their present condition. ► Management has committed to a plan to sell the assets. ► It has a buyer. ► The sale is probable and likely will occur within one year. ► The selling price is reasonable in relation to the current value. ► It is unlikely there will be any significant changes to the plan to sell the assets. The single coordinated plan involves the sale of a component of CMC, which represents a major separate line of business and, therefore, would qualify as a discontinued operation. Criteria for discontinued operations example

Academic Resource Center Discontinued operations Page 14 Valuation of discontinued operations A non-current asset held for sale or a disposal group held for sale should be remeasured at the lower of its carrying value or fair value less selling costs. Any resulting gain or loss will be included in the income or loss of the discontinued operations. Similar IFRSUS GAAP

Academic Resource Center Discontinued operations Page 15 Impact on depreciation Both US GAAP and IFRS specify that assets held for sale should not be depreciated. Similar IFRSUS GAAP

Academic Resource Center Discontinued operations Page 16 Presentation – impact on comparative financial statements Disclosure of relevant information regarding the discontinued operations is required. Similar IFRSUS GAAP

Academic Resource Center Discontinued operations Page 17 Presentation Balance sheet Assets and liabilities of discontinued operations must be shown separately. Similar IFRSUS GAAP

Academic Resource Center Discontinued operations Page 18 Presentation Balance sheet IFRS ► Does not require restatement of comparative information. US GAAP ► No specific guidance on whether comparative information needs to be restated.

Academic Resource Center Discontinued operations Page 19 Example 2a – balance sheet presentation example Company A has met all the requirements for accounting for a discontinued operation under both US GAAP and IFRS in its 2010 comparative financial statements. Indicate the minimum required disclosure for discontinued operations by placing an X in the chart below. If the disclosure is not mandatory, place an NR (not required) in the chart. Balance sheet presentation example US GAAPIFRS Cash Total assets Total liabilities Net assets

Academic Resource Center Discontinued operations Page 20 Example 2a solution: Both US GAAP and IFRS require that assets and liabilities of discontinued operations be shown separately on the balance sheet. IFRS does not require restatement of comparative information on the balance sheet. US GAAP does not provide any specific guidance on whether comparative information on the balance sheet needs to be restated. Balance sheet presentation example US GAAPIFRS CashNR Total assetsXNRX Total liabilitiesXNRX Net assetsNR

Academic Resource Center Discontinued operations Page 21 Presentation Income statement The results of discontinued operations must be shown separately from continuing operations. Comparative information must be restated. Similar IFRSUS GAAP Revenue, pretax income (loss) and any gain (loss) on remeasurement for discontinued operations must be disclosed. Similar

Academic Resource Center Discontinued operations Page 22 Presentation Income statement IFRS ► Requires disclosure of expenses, income taxes on operations and income taxes on gains (losses) on remeasurement related to discontinued operations. US GAAP ► Requires disclosure of the total tax income related to discontinued operations.

Academic Resource Center Discontinued operations Page 23 Example 2b – income statement presentation Using the information from the previous example, indicate the minimum required disclosure for discontinued operations by placing an X in the chart. If the disclosure is not mandatory place an NR (not required) in the chart. Income statement presentation example US GAAPIFRS Revenue Expenses Pretax income Income tax on operations Remeasurement gain or loss Income tax on remeasurement Net interest income (expense) Total income taxes

Academic Resource Center Discontinued operations Page 24 Example 2b solution: ► Both US GAAP and IFRS require the results of discontinued operations be shown separately from continuing operations on the income statement. ► Comparative information on the income statement must be restated. ► Both require disclosure of revenue, pretax income (loss) and gain (loss) on remeasurement for discontinued operations. ► US GAAP requires disclosure of the total income tax related to discontinued operations. ► IFRS requires disclosure of expenses, income taxes on operations and income taxes on gains (losses) on remeasurement related to discontinued operations. Income statement presentation example US GAAPIFRS RevenueXXXX ExpensesNR XX Pretax incomeXXXX Income tax on operations NR XX Remeasurement gain or loss XXXX Income tax on remeasurement NR XX Net interest income (expense) NR Total income taxesXXNR

Academic Resource Center Discontinued operations Page 25 Presentation Cash flows Cash flow disclosures for discontinued operations are allowed. ASC requires certain footnote disclosures for discontinued operations that generate continuing cash flows. Similar, although the footnote disclosures are required for all discontinued operations. IFRSUS GAAP

Academic Resource Center Discontinued operations Page 26 Presentation Cash flows IFRS ► Requires disclosure of “the net cash flows attributable to the operating, investing and financing activities of discontinued operations. These disclosures may be presented in either the notes or on the face of the financial statements. ► Restatement of comparative information for prior periods is also required. US GAAP ► No similar requirement for cash flow disclosures of discontinued operations. ► ASC states that “An entity that nevertheless chooses to report separately operating cash flows of discontinued operations shall do so consistently for all periods affected, which may include periods long after sale or liquidation of the operation.”

Academic Resource Center Discontinued operations Page 27 Example 2c – cash flows presentation Using the information from the previous example, indicate the minimum required disclosure for discontinued operations by placing an X in the chart below. If the disclosure is not mandatory, place an NR (not required) in the chart. Cash flows presentation example US GAAPIFRS Cash flows attributable to: Operating activities Investing activities Financing activities Net cash flows

Academic Resource Center Discontinued operations Page 28 Example 2c solution: IFRS requires disclosure of “the net cash flows attributable to the operating, investing and financing activities of discontinued operations. These disclosures may be presented in either the notes or on the face of the financial statements.” Restatement of comparative information for prior periods is also required. US GAAP does not have a similar requirement for cash flow disclosures of discontinued operations. Cash flows presentation example US GAAPIFRS Cash flows attributable to: Operating activitiesNR XX Investing activitiesNR XX Financing activitiesNR XX Net cash flowsNR

Academic Resource Center Discontinued operations Page 29 Treatment when no longer qualified as a non-current asset held for sale A non-current asset held for sale should be reclassified to assets held and used. The value of these operations should be recorded at the lesser of: ►The original carrying amount adjusted for any depreciation (amortization) expense that would have been recognized had the discontinued operation been continuously classified as a continuing operation. ► Its current fair value. IFRSUS GAAP Similar except recoverable amount is used instead of fair value.

Academic Resource Center Discontinued operations Page 30 Treatment when no longer qualified as a non-current asset held for sale IFRS ► The original carrying amount must also be adjusted for any revaluations had the discontinuing operation been continuously classified as a continuing operation. US GAAP ► Does not specify that revaluations must be considered when determining the original carrying amount. However, since these operations are being valued at the lesser of the adjusted original cost or the current fair value, it is likely to result in the same valuation. Therefore, this difference is not significant.