date. This is consistent with the requirements in IFRS 3 for the allocation of the cost of
a group of asset acquired to individual identifiable assets and liabilities based on their
relative fair values at the date of purchase. [IFRS 3.2(b)].
IFRS 17 requires an entity to treat the consideration received or paid for insurance
contracts acquired in a transfer of business or a business combination, including
contracts in their settlement period, as a proxy for the premiums received. This means
that the entity determines the contractual service margin in accordance with all other
requirements of IFRS 17 in a way that reflects the premium paid for the contracts. In a
business combination the consideration received or paid is the fair value of the contracts
at that date but IFRS 17 states that the entity does not apply the requirement in IFRS 13
Insurance contracts (IFRS 17) 4561
and that the fair value of a financial liability with a demand feature cannot be less than
the amount payable on demand, discounted from the first date that the amount could
be required to be paid. [IFRS 17.B94].
The consideration received or paid for the contracts excludes the consideration
received or paid for any other assets or liabilities acquired in the same transaction.
Therefore, an acquirer will have to allocate the consideration received or paid between
contracts within the scope of IFRS 17, other assets and liabilities outside the scope of
IFRS 17 and goodwill, if any. [IFRS 17.B94].
For insurance contracts measured using the general model, on initial recognition (i.e.
acquisition) the contractual service margin is calculated: [IFRS 17.B95]
• for acquired insurance contracts issued based on the requirements of the general
model (see 8.5 above); and
• for acquired reinsurance contracts held based on the requirements of the general
model as modified (see 10.3 above) using the consideration received or paid for the
contracts as a proxy for the premiums received or paid at the date of initial recognition.
If the acquired insurance contracts issued are onerous:
• for contracts acquired in a business combination the excess of the fulfilment cash
flows over the consideration paid or received should be recognised as part of
goodwill or the gain on a bargain purchase; or
• for contracts acquired in a transfer the excess of the fulfilment cash flows over the
consideration paid or received is recognised as a loss in profit or loss. The entity
should establish a loss component of the liability for remaining coverage for that
excess (i.e. the onerous group) and apply the guidance discussed at 8.8 above to
allocate subsequent changes in fulfilment cash flows to that loss component.
If the premium allocation approach applies to insurance contracts acquired in a transfer
or business combination then the premium received is the initial carrying amount of the
liability for remaining coverage and the liability for incurred claims. If facts and
circumstances indicate that the contract is onerous, the difference between the carrying
amount of the liability for remaining coverage and the fulfilment cash flows that relate
to the remaining coverage should be treated the same way as a contract under the
general model (i.e. recognised within goodwill or the gain on bargain purchase in a
business combination or recognised as a loss in profit or loss on a transfer).
Investment contracts within the scope of IFRS 9 are required to be measured at fair
value when acquired in a business combination.
The following two examples, based on Illustrative Examples 13 and 14 of IFRS 17
demonstrate the measurement on initial recognition for insurance contracts acquired.
[IFRS 17.IE139-151].
Example 52.47: Measurement on initial recognition of insurance contracts acquired
in a transfer (that is not a business combination) from another entity
An entity acquires insurance contracts in a transfer from another entity. The seller pays €30 to the entity to
take on those insurance contracts. The entity determines that the acquired contracts form a group, as if it had
entered into the contracts on the date of the transaction. The entity applies the general model to the
measurement of the insurance contracts.
4562 Chapter 52
On initial recognition the entity estimates the fulfilment cash flows to be:
• in Example A – net outflow (or liability) of €20; and
• in Example B – net outflow (or liability) of €45.
For simplicity, this example ignores all other amounts.
The consideration of €30 received from the seller is a proxy for the premium received. Consequently, on
initial recognition, the entity measures the insurance contract liability as follows:
Example A
Example B
€
€
Fulfilment cash flows
20
45
Contractual service margin (CSM)
10
–
Insurance contract liability on initial recognition
30
45
The effect on profit or loss will be:
Profit/(loss) on initial recognition
–
15
For contracts that are not onerous the contractual service margin is the difference between the premium and
the fulfilment cash flows (i.e. 30 less 20 resulting in a contractual service margin of 10 in Example A).
Consequently, in Example A the total insurance contract liability is equal to the premium received.
In Example B, the premium received (30) is less than the fulfilment cash flows (45) and therefore the entity
concludes that the contract is onerous. Consequently the difference between 30 and 45 (15) is an expense in
profit or loss and the insurance contract liability is equal to the fulfilment cash flows.
Example 52.48: Measurement on initial recognition of insurance contracts
acquired in a business combination [IFRS 17.IE146-151]
An entity acquires insurance contracts as part of a business combination and estimates that the transaction
results in goodwill applying IFRS 3. The entity determines that the acquired contracts form a group, as if it
had entered into the contracts on the date of the transaction. The entity applies the general model to the
measurement of the insurance contracts.
On initial recognition the entity estimates that the fair value (i.e. deemed premium) of the group of insurance
contracts is €30 and the fulfilment cash flows are as follows:
• in Example A – outflow (or liability) of €20; and
• in Example B – outflow (or liability) of €45.
For simplicity, this example ignores all other amounts.
The consideration of €30 received from the seller is a proxy for the fair value of the group of contracts.
Consequently, on initial recognition, the entity measures the liability for the group of contracts as follows:
Example A
Example B
€
€
Fulfilment cash flows
20
45
Contractual service margin (CSM)
10
–
Insurance contract liability on initial recognition
30
45
The effect on profit or loss will be:
Profit/(loss) on initial recognition
–
&n
bsp; –
Insurance contracts (IFRS 17) 4563
In Example A, the entity measures the contractual service margin as the difference between the deemed
premium (30) and the fulfilment cash flows (20). Consequently, in Example A the contractual service margin
is 10 and the total insurance contract liability is equal to the deemed premium.
In Example B, the fulfilment cash flows exceed the deemed premium. Consequently, the contractual service
margin is zero and the excess of the fulfilment cash flows (45) over the deemed premium (30) is an adjustment
against goodwill since there cannot be a ‘loss’ on initial recognition of a business combination.
13.1 Subsequent treatment of contracts acquired in their settlement
period
For retroactive insurance contracts which cover events that have already occurred, but
for which the financial effect is uncertain, IFRS 17 states that the insured event is the
determination of the ultimate costs of the claim. [IFRS 17.B5]. As the claim has occurred
already, the question arises as to how insurance revenue and insurance service expense
should be presented for these insurance contracts when they are acquired in a business
combination or similar acquisition in their settlement period. More specifically, whether
insurance revenue should reflect the entire expected claims or not. In February 2018,
this question was submitted to the TRG and the IASB staff stated that acquiring
contracts in their settlement period is essentially providing coverage for the adverse
development of claims. Therefore, the settlement period for the entity that issued the
original contract becomes the coverage period for the entity that acquires the contracts.
Therefore, contracts acquired in their settlement period will be considered part of the
liability for remaining coverage for the entity that acquired the contract and not part of
the liability for incurred claims. Accordingly, insurance revenue would reflect the entire
expected claims as the liability for remaining coverage reduces because of services
provided. If some cash flows meet the definition of an investment component, those
cash flows will not be reflected in insurance revenue or insurance service expenses.39
This results in entities accounting differently for similar contracts, depending on whether
those contracts are issued by the entity or whether the entity acquired those contracts in
their settlement period. The most notable outcomes of this distinction include:
• an entity applies the general model for contracts acquired in their settlement
period because the period over which claims could develop is longer than one year
whilst entities expect to apply the premium allocation approach for similar
contracts that they issue; and
• an entity recognises revenue for the contracts acquired in their settlement period
over the period the claims can develop, while revenue is no longer recognised over
this period for similar contracts issued.
In May 2018, in response to a TRG submission, the IASB staff further clarified that, for
contracts acquired in their settlement period, claims are incurred (and, hence, the
liability for remaining coverage) is reduced when the financial effect becomes certain.
This is not when the entity has a reliable estimate if there is still uncertainty involved.
Conversely, this is not necessarily when the claims are paid if certainty has been
achieved prior to the actual payment. Additionally, for contracts acquired in their
settlement period where the liability for remaining coverage is determined to have nil
contractual service margin at initial recognition (i.e. insurance contracts are measured
at zero with nil contractual service margin) and estimates of future cash flows decrease
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subsequently (i.e. ‘positive fulfilment cash flows), the IASB staff stated that a contractual
service margin larger than zero may be recognised post acquisition.40
The TRG members had no specific comments on the IASB staff observations although
the TRG members had previously observed that the requirements reflects a significant
change from existing practice and this change results in implementation complexities
and costs. In May 2018, the IASB staff prepared an outreach report which included
implementation concerns regarding the subsequent treatment of insurance contracts
acquired in their settlement period. The outreach report has been provided to the IASB.
At the time of writing this chapter, it is not clear what further steps, if any, the Board
will take to address the concerns voiced by some TRG members.41
13.2 Business combinations under common control
IFRS 3 does not apply to a combination of entities or businesses under common control
(i.e. a common control business combination). [IFRS 3.2(c)]. IFRS 17 is also silent on the
accounting for these transactions. This raises the question as to whether insurance
contracts acquired in a common control business combination should be recognised and
measured by the acquirer based on the terms and conditions at the date of acquisition
(as for a business combination within the scope of IFRS 3 discussed at 13 above) or
whether some form of predecessor accounting (also referred to as pooling of interests
or merger accounting) can be used. In June 2018, the IASB discussed and tentatively
agreed an amendment to exclude common control business combinations from the
scope of the requirements for business combinations in IFRS 17.42 At the time of writing
this chapter, the proposed IASB amendments have not been published.
The impact of the proposed amendment is that an entity will need to develop an appropriate
accounting policy for business combinations under common control. Accounting for
business combinations under common control is discussed in Chapter 10 at 3 and the
application and use of the pooling of interests method is discussed in Chapter 10 at 3.3.1.
13.3 Practical
issues
13.3.1
The difference between a business combination and a transfer
When an entity acquires a portfolio of insurance contracts the main accounting
consideration is to determine whether that acquisition meets the definition of a
business. IFRS 3 defines a business as ‘an integrated set of activities and assets that is
capable of being conducted and managed for the purpose of providing a return in the
form of dividends, lower costs or other economic benefits directly to investors, or other
owners, members or participants’. [IFRS 3 Appendix A]. The application guidance to IFRS 3
notes that a business consists of inputs and processes applied to those inputs that have
the ability to create outputs. Although businesses usually have outputs they do not need
to be present for an integrated set of assets and activities to be a business. [IFRS 3.B7].
Where it is considered that a business is acquired, goodwill may need to be recognised,
as may deferred tax liabilities, in respect of any acquired intangibles. For an isolated
transfer, neither goodwill nor deferred tax should be recognised.
The determination of whether a portfolio of contracts or a business has been acquired
will be a matter of judgement based on the facts and circumstances. Acquisitions of
Insurance contracts (IFRS 17) 4565
contracts that also include
the acquisition of underwriting systems and/or the related
organised workforce are more likely to meet the definition of a business than merely
the acquisition of individual or multiple contracts.
Rights to issue or renew contracts in the future (as opposed to existing insurance
contracts) are separate intangible assets and the accounting for the acquisition of such
rights is discussed at 13.2.3 below.
13.3.2 Deferred
taxation
IAS 12 requires deferred tax to be recognised in respect of temporary differences arising
in business combinations, for example if the tax base of the asset or liability remains at
cost when the carrying amount is fair value. IFRS 17 contains no exemption from these
requirements. Therefore, deferred tax will often arise on temporary differences created
by the recognition of insurance contracts at a value different from that applied
previously by the acquiree (e.g. because the fulfilment cash flows at the date of
acquisition for the insurance contracts acquired, calculated on the basis of the
contractual terms at the date of the acquisition, is different from the carrying value of
the fulfilment cash flows calculated by the acquiree on the basis of contractual terms on
initial recognition of the insurance contract). The deferred tax adjusts the amount of
goodwill recognised as discussed in Chapter 29 at 12.
13.3.3
Customer lists and relationships not connected to contractual
insurance contracts
The requirements discussed at 13 above apply only to recognised insurance contracts
that exist at the date of a business combination or transfer.
Therefore, they do not apply to customer lists and customer relationships reflecting the
expectation of future contracts that do not meet the IFRS 17 recognition criteria. IAS 36
and IAS 38 apply to such transactions as they apply to other intangible assets.
The following example deals with customer relationships acquired together with a
portfolio of one-year motor insurance contracts.
International GAAP® 2019: Generally Accepted Accounting Practice under International Financial Reporting Standards Page 902