Definitions of Terms

Accounting consolidation

The process of combining the financial statements of a parent company and one or more legally separate and distinct subsidiaries.

Acquisition

A business combination in which one entity (the acquirer) obtains control over the net assets and operations of another (the acquiree) in exchange for the transfer of assets, incurrence of liability, or issuance of equity.

Business combination

The bringing together of separate enterprises into one economic entity as a result of one enterprise uniting with or obtaining control over the net assets and operations of another.

Combination

Any transaction whereby one enterprise obtains control over the assets and properties of another enterprise, regardless of the resulting form of the enterprise emerging from the combination transaction.

Combined financial statements

Financial statements 83presenting the financial position and/or results of operations of legally separate entities, related by common ownership, as if they were a single entity.

Consolidated financial statements

The financial statements of a group presented as those of a single enterprise.

Consolidation

A new enterprise is formed to acquire two or more other enterprises through an exchange of voting stock. The acquired enterprises then cease to exist as separate legal entities.

Control

The power to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities.

Date of acquisition

The date on which control of the net assets and operations of the acquiree is effectively transferred to the acquirer.

Fair value

The amount for which an asset could be exchanged or a liability settled between knowledgeable, willing parties in an arm's-length transaction.

Goodwill

The excess of the cost of a business acquisition accounted for as an acquisition (i.e., by the purchase method) over the fair value of the net assets thereof; it will generally be amortized over a useful life of no more than twenty years, although amortization over a longer period can be used under defined limited circumstances, if coupled with regular impairment reviews.

Group

A parent and all its subsidiaries.

Merger

One enterprise acquires all of the net assets of one or more other enterprises through an exchange of stock, payment of cash or other property, or the issue of debt instruments.

Minority interest

That part of the net results of operations and net assets of a subsidiary attributable to interests that are not owned, directly or indirectly through subsidiaries, by the parent.

Negative goodwill

This amount represents the net excess of fair value of the net assets of a business acquisition accounted for as a purchase, either determined after offsetting the maximum amount against the fair value of all nonmonetary assets acquired (the benchmark treatment) or without so offsetting (the alternative treatment).

Parent

An enterprise that has one or more subsidiaries.

Pooling-of-interests method

An accounting method used for a business combination that is predicated on a mutual exchange and continuation of ownership interests in the combining entities. It does not result in the establishing of a new basis of accountability. The pooling method is to be used for unitings of interests.

Purchase method

An accounting method used for a business combination that recognizes that one combining entity was acquired by another. It establishes a new basis of accountability for the acquiree. The purchase method is to be used for acquisitions.

Purchased preacquisition earnings

An account used to report the earnings of a subsidiary attributable to percentage ownership acquired at the interim date in the current reporting period.

Subsidiary

An enterprise that is controlled directly or indirectly by another enterprise.

Uniting of interests

A business combination in which the shareholders of the combining enterprises combine control over the whole, or effectively the whole, of their respective net assets and operations to achieve a continuing mutual sharing in the risks and benefits attaching to the combined entity such that neither party can be identified as the acquirer.

Unrealized intercompany profit

The excess of the transaction price over the carrying value of an item (usually inventory or plant assets) transferred from (or to) a parent to (or from) the subsidiary (or among subsidiaries) and not sold to an outside entity. For purposes of consolidated financial statements, recognition must be deferred until subsequent realization through a transaction with an unrelated party.