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Important Note To Instructors
Important Note To Instructors
CHAPTER 3
The 12th edition uses a building block approach to our coverage of consolidation in
chapters 2 through 5. Chapter 2 introduces our coverage of consolidation in the most basic
setting when the subsidiary is either created or purchased at an amount equal to the book value of
the subsidiary’s underlying net assets.
Chapter 3 explains how the basic consolidation process changes when the parent
company owns less than 100 percent of the subsidiary.
Chapter 4 shows how the consolidation process differs when the parent company
acquires the subsidiary for an amount greater (or less) than the book value of the
subsidiary’s net assets.
Finally, Chapter 5 presents the most complex consolidation scenario (where the parent
owns less than 100 percent of the subsidiary’s outstanding voting stock and the
acquisition price is not equal to the book value of the subsidiary’s net assets). In order to
facilitate this new approach, we emphasize that this edition includes consolidation entries
used in consolidation to facilitate the elimination of the investment in a subsidiary in two
steps: (1) first the book value portion of the investment and income from the subsidiary
are eliminated and (2) then the differential portion of the investment and income from the
subsidiary are eliminated with separate entries. We believe that this approach is more
intuitive for students.
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Chapter 03 - THE REPORTING ENTITY AND CONSOLIDATED FINANCIAL STATEMENTS
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Chapter 03 - THE REPORTING ENTITY AND CONSOLIDATED FINANCIAL STATEMENTS
OVERVIEW OF CHAPTER 3
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Chapter 03 - THE REPORTING ENTITY AND CONSOLIDATED FINANCIAL STATEMENTS
LEARNING OBJECTIVES
When students finish studying this chapter, they should be able to:
LO 3-1 Understand and explain the usefulness and limitations of consolidated financial
statements.
LO 3-2 Understand and explain how direct and indirect control influence the
consolidation of a subsidiary.
LO 3-3 Understand and explain differences in the consolidation process when the
subsidiary is not wholly owned.
LO 3-4 Make calculations for the consolidation of a less-than-wholly-owned subsidiary.
LO 3-5 Prepare a consolidation worksheet for a less-than-wholly-owned subsidiary.
LO 3-6 Understand and explain the purpose of combined financial statements and how
they differ from consolidated financial statements.
LO 3-7 Understand and explain rules related to the consolidation of variable interest
entities.
LO 3-8 Understand and explain differences in consolidation rules under U.S. GAAP and
IFRS.
SYNOPSIS OF CHAPTER 3
LO 3-1 Understand and explain the usefulness and limitations of consolidated financial
statements.
LO 3-2 Understand and explain how direct and indirect control influence the
consolidation of a subsidiary.
LO 3-3 Understand and explain differences in the consolidation process when the
subsidiary is not wholly owned.
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Chapter 03 - THE REPORTING ENTITY AND CONSOLIDATED FINANCIAL STATEMENTS
Noncontrolling Interest
Computation and Presentation of Noncontrolling Interest
LO 3-6 Understand and explain the purpose of combined financial statements and how
they differ from consolidated financial statements.
LO 3-7 Understand and explain rules related to the consolidation of variable interest
entities.
LO 3-8 Understand and explain differences in consolidation rules under U.S. GAAP and
IFRS.
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Chapter 03 - THE REPORTING ENTITY AND CONSOLIDATED FINANCIAL STATEMENTS
We have attempted to provide PowerPoint slides that will be useful to a broad set of users. Since
instructors often have different styles and preferences, we have attempted to include slides that
will accommodate different approaches and that can be adapted to classes with different levels of
preparation. For example, some instructors prefer to introduce the material before students have
read the chapter. We have tried to facilitate these types of introductory discussions by including
slides that replicate key points from the chapter. Other instructors expect students to have read
the chapter and attempted homework problems before coming to class. As a result, they may not
find it useful to review all of the topics in the chapter or to include slides that simply review
many of the details they expect students to study before class. However, instructors following
this approach often like to use sample exercises and problems built into the slides that allow
them to have extended discussions or to facilitate group interaction in class.
If instructors elect to spend two class periods on the same subject, they might find a combination
of both styles to be useful by first introducing foundational material before students have read
the chapter and studied the topic, followed by an extended discussion the next class period after
students have read the chapter and attempted homework problems.
We have tried to develop slides that can facilitate a flexible approach to allow instructors to
select the slides that best match their objectives and style for class discussions. This is the reason
we are including over 100 slides for some chapters in the text. We do not expect all instructors to
use all slides, but the slide files should help support different teaching approaches and allow
instructors to select the subset of slides that best matches their specific discussion objectives.
The slides are organized by learning objective. We have included a slide at the beginning of each
learning objective to show where the new material begins. Instructors may or may not want to
use these learning objective slides in class. We provide them primarily as a way of organizing
the material. We also include short multiple choice questions at the end of most learning
objectives. Some instructors find it useful to pause periodically during class to assess students’
level of understanding. For this reason, we include several “practice quiz questions” that can be
used throughout class discussions to engage students, help them focus on key points, or to
facilitate group interaction. Finally, we provide longer exercises and problems that many
instructors find useful in assessing understanding and encouraging group learning.
LO 3-1 Understand and explain the usefulness and limitations of consolidated financial
statements.
Slides 3-8 summarize basic concepts related to LO 3-1.
Instructors should choose slides from this LO that they deem most important to
emphasize to their students.
LO 3-2 Understand and explain how direct and indirect control influence the consolidation of
a subsidiary.
Slides 12-20 summarize basic concepts related to LO 3-2.
Instructors should choose slides from this LO that they deem most important to
emphasize to their students.
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Chapter 03 - THE REPORTING ENTITY AND CONSOLIDATED FINANCIAL STATEMENTS
LO 3-3 Understand and explain differences in the consolidation process when the subsidiary
is not wholly owned.
Slides 24-29 emphasize the need for full (as opposed to proportional) consolidation
and where the noncontrolling interest should be reported in the financial statements.
Instructors should choose slides from this LO that they deem most important to
emphasize to their students.
LO 3-6 Understand and explain the purpose of combined financial statements and how they
differ from consolidated financial statements.
Slides 80-81 summarize basic concepts related to LO 3-6.
Instructors should choose slides from this LO that they deem most important to
emphasize to their students.
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Chapter 03 - THE REPORTING ENTITY AND CONSOLIDATED FINANCIAL STATEMENTS
LO 3-7 Understand and explain rules related to the consolidation of variable interest entities.
Slides 85-100 summarize the concepts related to LO 3-7.
Slides 85-90 introduce the reason for changes in the traditional “voting control”
requirements for consolidation and define SPEs and VIEs. Specifically, these slides
use the Enron example to introduce the reason for the change in accounting standards
to capture previously unconsolidated entities. Slide 85 notes the decline in stock price
at the time Arthur Andersen announced the restatement in October of 2001. We note
that the diagram in slide 89 is too complex to describe in detail. We merely use it to
illustrate that many of the transactions in which Enron was engaged were very
complex. We also note that one of the problems was that some of these entities were
not “arm’s length” to Enron because they had officers who were also officers of
Enron. We use the table in slide 90 to illustrate how significant the raptor transactions
were to Enron (approximately 1/3 of reported earnings).
Slides 91-92 provide a more detailed definition of VIEs.
Slide 93 is highly animated. Instructors should avoid going too deep into details. We
use this example to illustrate that considering lease characteristics is not enough. A
company must also determine whether it has an unusual investment relationship with
the leasing company that might indicate that ABC Corp. (in this example) has an
ownership interest based on residual risks and benefits. A primary beneficiary
according to ASC 810 is a variable interest that absorbs a majority of the expected
loss or receives a majority of the expected residual return of the VIE. If ABC were to
guarantee the building’s value or they were to receive (by contract) any value of the
building over the $100k, they would be the primary beneficiary, and would have to
consolidate Leasing Corp. Interestingly, before ASC 810, ABC Corp. probably would
not have had to consolidate this arrangement.
Slides 94-96 provide additional details about VIEs and requirements for the primary
beneficiary to consolidate a VIE.
Slides 97-100 can be used as an individual or group exercise. This is a good example
to illustrate relationships that could result in a company being named the primary
beneficiary of a VIE. We usually diagram the facts on the board as we read through
them with students and ask if there is anything here that would raise a red flag for the
students.
LO 3-8 Understand and explain differences in consolidation rules under U.S. GAAP and
IFRS.
Slides 106-109 summarize basic concepts related to LO 3-8. We usually do not go
into a lot of detail here. We merely point out the differences mentioned here and
quickly point them out on the three summary slides (107-109) without pausing for
discussion.
Instructors should choose slides from this LO that they deem most important to
emphasize to their students.
TEACHING IDEAS
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Chapter 03 - THE REPORTING ENTITY AND CONSOLIDATED FINANCIAL STATEMENTS
1. Students may be asked to explain why companies do not consolidate all subsidiaries.
Then, they could be asked to choose a large company with many subsidiaries and
investments and to find examples of investments that are not consolidated. (For example,
large insurance groups often have many consolidated subsidiaries. In addition, some have
affiliated but non-consolidated mutual companies.)
2. Students may be asked to prepare a written memo on how a company could have de facto
(in fact) control over another company without having de jure (majority of voting stock)
control. Students could discuss alternative financing arrangements with very restrictive
covenants, purchase of virtually all of another company's productive output, leasing
arrangements, and other related affiliations. The FASB continues to have a consolidations
project on its agenda. Some countries allow for consolidation based on de facto control.
Students could be asked to evaluate the potential difficulties of deciding which
controlling company should consolidate the controlled company in a case in which an
investing company (X) has a majority ownership of the voting stock of the controlled
company (Z), but a third party (Y) has de facto control of the controlled company (Z).
Can company Z be consolidated by both companies X and Y?
3. Students could be asked to choose a large consolidated entity that holds an interest in a
special purpose entity or variable interest entity. Students can choose a company or
conduct a keyword web search. Students should then describe how the company accounts
for the entity and what disclosures it makes regarding the investment.
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Chapter 03 - THE REPORTING ENTITY AND CONSOLIDATED FINANCIAL STATEMENTS
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Chapter 03 - THE REPORTING ENTITY AND CONSOLIDATED FINANCIAL STATEMENTS
P3-29 Consolidated Worksheet and Balance Sheet on the Acquisition Date (Equity
25 min. Method)
LO 3-4, Students are asked to prepare journal entries on a parent company’s books at the
LO 3-5 time of an acquisition and then to prepare a consolidation worksheet and balance
M sheet on the acquisition date.
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Chapter 03 - THE REPORTING ENTITY AND CONSOLIDATED FINANCIAL STATEMENTS
OTHER RESOURCES
Chapter 3
Comparison of Various Theories of Consolidation
On January 1, 20X9, Pat Company acquired 75 percent of the common stock of Small Company
for $330,000. At that date, Small Company reported the balance shown below. During 20X9,
Small reported sales of $100,000. Building and equipment is depreciated over 20 years and
goodwill is amortized over 5 years.
Small Company
Balance Sheet
January 1, 20X9
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Chapter 03 - THE REPORTING ENTITY AND CONSOLIDATED FINANCIAL STATEMENTS
The dollar amounts reported in the consolidated financial statements following the acquisition will be:
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