1. McGraw-Hill/Irwin© 2008 The McGraw-Hill Companies, Inc. All rights reserved. 4 Consolidation of Wholly Owned Subsidiaries

2. 1-2 Consolidation Procedures The starting point for preparing consolidated financial statements is the books of the separate consolidating companies. The consolidated entity has no books of its own. The consolidation workpaper provides a mechanism for combining accounts of the separate companies and for adjusting the combined balances to the amounts that would be reported if all consolidating companies were actually a single company.

3. 1-3 Nature of Eliminating Entries Eliminating entries are used in the consolidation workpaper to adjust the totals of the individual account balances of the separate consolidating companies to reflect the amounts that would appear if all the legally separate companies were actually a single company. They do not affect the books of the separate companies. Some eliminating entries are required at the end of one period but not at the end of subsequent periods.

4. 1-4 Full Ownership Purchased at Book Value The purchase price of $300,000 is equal to the book value of the shares acquired. This ownership situation can be characterized as follows: Investment cost $300,000 Book value 1/1/X1 Common stock $200,000 100% Retained earnings 100,000 Peerless’ s share 100% (300,000) Difference between cost and book value $ -0-

5. 1-5 Entry to record the purchase on Parents books Parent records the stock acquisition on its books with the following entry: Investment in Subsidiary300,000 Cash 300,000

6. 1-6 Investment Elimination Entry An eliminating entry in the workpaper is one needed to eliminate the Investment account and the subsidiary’s stockholders’ equity accounts. (You cannot own yourself) Common Stock—Subsidary 200,000 Retained Earnings 100,000 Investment in Subsidiary 300,000

7. 4-7 Example: 80% Owned @ Book Value Assume all of the same facts in the previous example except that Parent purchases 80% of Sub for $240,000. NOTE: $240,000 is 80% of the $300,000 total book value of Sub. The remaining 20% of the total book value of Sub, that is $60,000, will be referred to as the noncontrolling interest.

8. 4-8 Example: 80% Owned @ Book Value _______________________________________________________________________________________________________________________________________________________________ Investment Cost $240,000 Book Value: Common Stock-Sub $200,000 Retained Earnings-Sub 100,000 $300,000 Parent’s share 100% x 0.80 (240,000) Differential $ -0- ==============

9. 4-9 Example: 80% Owned @ Book Value Parent records the stock acquisition as follows: Investment in Subsidiary $240,000 Cash $240,000 There is no entry by Sub with respect to the acquisition.

10. 4-10 Example: 80% Owned @ Book Value The following elimination entry is needed: Common Stock—Sub $200,000 Retained Earnings—Sub 100,000 Investment in Sub Stock $240,000 Noncontrolling Interest *60,000 *60,000 = (200,000 + 100,000)(1.00 - 0.80)

11. 4-11 Example: Debit Differential Assume all of the same facts in the previous example except that Parent purchases 80% of Sub for $250,000. NOTE: $250,000 is greater than $240,000 by $10,000. Unless stated or implied otherwise, this $10,000 represents goodwill. Since there are no differences between fair and book value at the individual account level, the $10,000 debit differential “must be” goodwill.

12. 4-12 Example: Debit Differential _______________________________________________________________________________________________________________________________________________________________ Investment Cost $250,000 Book Value: Common Stock-Sub $200,000 Retained Earnings-Sub 100,000 $300,000 Parent’s share 100% x 0.80 (240,000) Debit Differential $10,000 ==============

13. 4-13 Example: Debit Differential Parent records the stock acquisition as follows: Investment in Sub Stock $250,000 Cash $250,000

14. 4-14 Example: Debit Difference The following elimination entry is needed: Common Stock—Sub $200,000 Retained Earnings—Sub 100,000 Goodwill 10,000 Investment in Sub Stock $250,000 Noncontrolling Interest *60,000 *60,000 = (200,000 + 100,000)(1.00 - 0.80)

15. 4-15 Example: Debit Differential In the previous example, the debit differential was solely attributed to goodwill. In other cases, the debit differential could have been attributed to multiple items. For example, the net debit differential could be allocated as follows: goodwill $9,000; land $4,000; and, equipment ($3,000).

16. 4-16 Example: Debit Differential For “audit trail” purposes, two elimination entries are used when multiple differential items exist. The first elimination is the same as the previous example except that the term differential is used in lieu of the term goodwill. The second elimination entry allocates the differential to the various items giving rise to the differential—in this example: goodwill $9,000; land $4,000; and, equipment ($3,000).

17. 4-17 Debit Differential—Elimination Entries Common Stock—Sub $200,000 Retained Earnings—Sub 100,000 Differential 10,000 Investment in Sub Stock $250,000 Noncontrolling Interest 60,000 Land $4,000 Goodwill 9,000 Equipment $3,000 Differential 10,000

18. 4-18 Credit Differential A negative differential occurs when one company acquires the stock of another company for less than book value. This “negative goodwill,” indicates that the net assets of the subsidiary are worth less together than if they were sold individually.

19. 4-19 Unallocated Credit Differential Whenever an unallocated credit differential exists, the FASB requires that this negative goodwill be allocated proportionately against non-current assets. If non-current assets are exhausted and negative goodwill remains, an extraordinary gain would be recognized.

20. 1-20 Full Ownership Purchased at More than Book Value When one company purchases another, there is no reason to expect that the purchase price necessarily will be equal to the acquired stock’s book value. The process used to prepare the consolidated balance sheet is complicated only slightly when 100 percent of a company’s stock is purchased at a price different from its book value.

21. 1-21 Reason for a differential: Excess of Fair Value over Book Value of Net Assets In many cases, the fair value of an acquired company’s net assets exceeds the book value. Revaluing the assets and liabilities on the subsidiary’s books generally is the simplest approach if all of the subsidiary’s common stock is acquired.

22. 1-22 Reason for a differential: Existence of Goodwill If a company purchases a subsidiary at a price in excess of the total of the fair values of the subsidiary’s net identifiable assets, the additional amount generally is considered to be a payment for the excess earning power of the acquired company, referred to as goodwill.

23. 1-23 Reason for a differential: Bargain Purchase Numerous cases of companies with common stock trading in the market at prices less than book value. Often the companies are singled out as prime acquisition targets. The existence of “negative goodwill,” indicating that the subsidiary’s net assets are worth less as a going concern than if they were sold individually.

24. 1-24 CONSOLIDATION SUBSEQUENT TO ACQUISITION A full set of Consolidated financials is needed to provide a complete picture of the consolidated entities activities after acquisition. Consolidated financial statements are prepared in the same order as for the parent or the subsidiary.

25. 1-25 Consolidated Net Income All revenues and expenses of the individual consolidating companies arising from transactions with nonaffiliated companies are included in the consolidated income statement. The amount reported as consolidated net income is that part of the total enterprise’s income that is assigned to the parent company’s shareholders.

26. 1-26 Consolidated Net Income Consolidated net income is computed by adding the parent’s proportionate share of the income of all subsidiaries, adjusted for any differential write-off or goodwill impairment, to the parent’s income from its own separate operations (parent’s net income less investment income from the subsidiaries under either the cost or equity method).

27. 1-27 Consolidated Retained Earnings Consolidated retained earnings must be measured on a basis consistent with that used in determining consolidated net income. Consolidated retained earnings is that portion of the consolidated enterprise’s undistributed earnings accruing to the parent company shareholders.

28. 1-28 CONSOLIDATION SUBSEQUENT TO ACQUISITION— 100 PERCENT OWNERSHIP PURCHASED AT BOOK VALUE Each of the consolidated financial statements is prepared as if it is taken from a single set of books that is being used to account for the overall consolidated entity. As in the preparation of the consolidated balance sheet, the consolidation process starts with the data recorded on the books of the individual consolidating companies.

29. 1-29 Consolidation Workpaper—Year of Combination After all appropriate entries, including year-end adjustments, have been made on the books a consolidation workpaper is prepared. Then all amounts that reflect intercorporate transactions or ownership are eliminated in the consolidation process.

30. 1-30 Consolidation Workpaper—Year of Combination Book entries affect balances on the books and the amounts that are carried to the consolidation workpaper; workpaper eliminating entries affect only those balances carried to the consolidated financial statements in the period.

31. 1-31 Second and Subsequent Years of Ownership The consolidation procedures employed at the end of the second and subsequent years are basically the same as those used at the end of the first year. Adjusted trial balance data of the individual companies are used as the starting point each time consolidated statements are prepared because no separate books are kept for the consolidated entity.

32. 1-32 Second and Subsequent Years of Ownership An additional check is needed in each period following acquisition to ensure that the beginning balance of consolidated retained earnings shown in the completed workpaper equals the balance reported at the end of the prior period.

33. 1-33 100 PERCENT OWNERSHIP PURCHASED AT MORE THAN BOOK VALUE The excess of the purchase price over the book value of the net identifiable assets purchased must be allocated to those assets and liabilities acquired, including any purchased goodwill.

34. 1-34 100 PERCENT OWNERSHIP PURCHASED AT MORE THAN BOOK VALUE In consolidation, the purchase differential is assigned to the appropriate asset and liability balances, and consolidated income is adjusted for the amounts expiring during the period by assigning them to the related expense items (e.g., depreciation expense).

35. 1-35 INTERCOMPANY RECEIVABLES AND PAYABLES All forms of intercompany receivables and payables need to be eliminated when consolidated financial statements are prepared. From a single-company viewpoint, a company cannot owe itself money.

36. 1-36 INTERCOMPANY RECEIVABLES AND PAYABLES When consolidated financial statements are prepared, the following elimination entry is needed in the consolidation workpaper: Accounts Payable 1,000 Accounts Receivable 1,000 Eliminate intercompany receivable/payable. If no eliminating entry is made, both the consolidated assets and liabilities are overstated by an equal amount.

37. 4-37 Push-Down Accounting The term Push-Down Accounting refers to the practice of revaluing the assets and liabilities of a purchased subsidiary directly on the books of that subsidiary at the date of acquisition. If this practice is followed, the revaluations are recorded once on the books of the purchased subsidiary at the date of acquisition and, therefore, are not made in the consolidation workpapers each time consolidated statements are prepared.