Practical guide to IFRS Joint arrangements: guidance for the Oil & Gas sector 1

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Practical guide to IFRS
New guidance on accounting for joint
arrangements a significant issue for
the Oil & Gas sector

A new standard on accounting for
joint arrangements was issued in
May 2011. It is mandatory from
1 January 2013 but it can be early
adopted now provided IFRS 10,
IFRS 12, IAS 27 (revised) and
IAS 28 (revised) are also adopted.

PwCs practical guide Joint
arrangements: a new approach
to an age-old business issue
provides a comprehensive analysis
of the new standard. This document
considers issues specific to the Oil &
Gas industry.

What is the issue?

The Oil & Gas industry is
distinguished by being high risk,
with most costs incurred before
there are proven quantities of
natural resources. The value
extracted from the resources is
vulnerable to broader economic,
political and regulatory forces: it is
exposed to commodity and currency
prices, the insatiable desire of
governments for tax revenues and
increasingly punitive taxes designed
to reduce carbon footprints, among
other influences. It is therefore no
surprise to find otherwise fierce
competitors engaged in a variety of
joint working arrangements
designed to reduce risk, share
capital-intensive infrastructure and
reach otherwise protected markets.

The industry will be significantly
impacted by IFRS 11, Joint
arrangements. This is the first
significant overhaul of accounting
for joint activities under IFRS since
IAS 31, Interests in joint ventures,
was published in 1990. Much of the
practice around accounting for joint
arrangements under predecessor
GAAPs and then on transition to
IFRS was driven by practice under
US GAAP or the UK SORP.

Venture partners accounted for an
undivided working interest in
upstream activities by reflecting
their direct interest in assets and
liabilities and their share of revenue
and costs. The increasing risks and
complexity of upstream operations
has resulted in more joint
arrangements being structured
through legal entities. Midstream
and downstream joint working
arrangements are also often
separate legal entities, particularly
where the venture partners were
seeking to limit their potential
liability to prospective creditors and
other obligations such as
decommissioning. Venturers
frequently accounted for their
interest in incorporated joint
ventures using equity accounting.
IAS 31 allowed a policy choice for
accounting for incorporated
entities. Most Oil & Gas entities on
transition to IFRS continued their
existing practices, following a form
of proportionate consolidation for
upstream activities and equity
accounting for midstream and
downstream incorporated entities.

Determination of the type of joint
arrangement is the complex
decision under IFRS 11; from that
point, there are no accounting
options available. There are two
What is the issue 1

Contents
What is the
issue?
1
Which entities in
the Oil & Gas
sector might be
most impacted?
4
Three key areas
of focus under
the new standard
4
Examples: an
illustration of the
key impacts in
the Oil & Gas
sector
6
What are the
potential
business impacts
for the Oil & Gas
sector?
7
August 2011




Practical guide to IFRS Joint arrangements: guidance for the Oil & Gas sector 2
types of joint arrangement under
IFRS 11: joint operations and joint
ventures. A venturer accounts for its
interest in a joint operation as its
share of assets, liabilities, revenue
and costs. A joint venture is
accounted for under IAS 28, Equity
accounting.

Legal form remains relevant for
determining the type of joint
arrangement but is less important
than under the previous standard.
A joint arrangement that is not
structured through a separate
vehicle is a joint operation.
However, all joint arrangements in
separate vehicles are not
automatically joint ventures. A joint
arrangement in a separate vehicle
can still be a joint operation; it
depends on the rights and
obligations of the venturers arising
from the arrangement in the normal
course of business and is further
influenced by the economic purpose
of the joint arrangement.

The flowchart below illustrates the
decision-making process and what
needs to be considered to properly
classify joint arrangements as
operations or ventures.


Classification of joint arrangements

Identify all joint arrangements
Is the arrangement in a vehicle?
(see note 1 below)
Does the vehicle create
separation?
(see note 2 below)
Does the investor have
direct rights to assets and
obligations for liabilities in normal
course of business?
(see note 3 below)
Is the venture partner required to
consume its share of output or
capacity in the venture?
(see note 4 below)
Joint operation
Joint venture
Yes
Yes
No
Yes
Yes
No
No
No

Practical guide to IFRS Joint arrangements: guidance for the Oil & Gas sector 3
Notes to flowchart
1. There are many different types of vehicle used for joint arrangements in the
Oil & Gas sector, including partnerships, unincorporated entities, limited
companies and unlimited liability companies. Venturers will have to assess
all their joint arrangements and identify those that are operated through
vehicles. Joint arrangements that are not operated through a separate
vehicle are joint operations.

2. The legal structure of the vehicle or the contractual terms between the
venturers may not provide for legal separation of the venture from the
venture partners that is, the venturers remain exposed to direct interest in
the assets and liabilities of the venture. General partnerships, for example,
may not create separation from the partners because the contractual terms
provide direct rights to assets and expose the partners to direct obligations
for liabilities of the partnership in the normal course of business. Similarly,
unlimited liability entities provide direct rights and obligations to the
venture partners. Joint arrangements conducted in vehicles that do not
create separation are joint operations.

3. The parties rights and obligations arising from the arrangement are
assessed as they exist in the normal course of business (IFRS 11 para B14).
Legal rights and obligations arising in circumstances that are other than in
the normal course of business, such as liquidation and bankruptcy, are
therefore much less relevant. A separate vehicle may give the venture
partners rights to assets and obligations to liabilities as per the terms of their
agreement. However, in case of liquidation of the vehicle, secured creditors
have the first right to the assets and the venture partners only have rights in
the net assets remaining after settling all third-party obligations. The vehicle
could still be classified as a joint operation as, in the normal course of
business, the venture partners have direct interest in assets and liabilities.
The impact of the concept of normal course of business is not fully
understood yet. For example, if the ratchet terms form part of the
contractual agreement and the parties share of the output of assets varies
over the period of the arrangement, it is not clear how the venturers would
account for this. Separate vehicles that give venture partners direct rights to
assets and obligation for liabilities of the vehicle are joint operations.

4. Separate vehicles structured such that all of their outputs must be purchased
or used by the venture partners may also be joint operations. However, the
contractual terms and legal structure of the vehicle need to be carefully
assessed. There must be a contractual agreement or commitment between
the venture parties that requires the parties to purchase or use their share of
the output or capacity in the venture. If the venture can sell the output to
third parties at market prices, this criteria is unlikely to be met.


The views expressed above are as a result
of our initial reading of the new standard.
Practice may evolve and change as
the standard is applied and
accounting regulators make their
views known.





Practical guide to IFRS Joint arrangements: guidance for the Oil & Gas sector 4
Which entities in the Oil &
Gas sector might be most
impacted?
Entities in the Oil & Gas sector that are
likely to be most significantly impacted
include those that:
participate in a significant number of
joint arrangements;
enter into new joint arrangements;
currently apply proportionate
consolidation for jointly controlled
entities;
currently apply the equity method to
jointly controlled entities that are
assessed to be joint operations under
IFRS 11; and
have old joint arrangements with
limited documentation detailing the
terms of the arrangement.

Three key areas of focus under the new standard

1. Classification
Key change (snapshot) Impact on IFRS financial statement
The accounting will no longer be driven solely
by the legal form of the arrangement. Instead,
entities have to assess their rights and
obligations under the joint arrangement to
determine the appropriate classification as
either a joint operation or joint venture.
Classification now determines the accounting.

A joint operation gives parties to the
arrangement direct rights to benefit from the
assets and obligations for the liabilities. A joint
operator will recognise its interest based on its
involvement in the joint operation (that is,
based on its direct rights and obligations)
rather than on the participation interest it has in
the joint arrangement.

A joint venture, in contrast, gives the parties
rights to the net assets or outcome of the
arrangement. A joint venturer does not have
rights to individual assets or obligations for
individual liabilities of the joint venture. Joint
ventures are accounted for using the equity
method in accordance with IAS 28,
Investments in associates and joint ventures.
Industry impact
Upstream joint working arrangements use both forms of joint arrangement but do not commonly
operate through separate vehicles. Such arrangements are generally classified as jointly
controlled assets or jointly controlled operations under the current IAS 31 and would be joint
operations under IFRS 11. In most cases, investors would continue to account for their share of
assets and liabilities and would not be impacted by IFRS 11. Midstream and downstream joint
working arrangements generally operate through separate vehicles and incorporated entities.
Assessing whether such arrangements are joint ventures or joint operations will pose challenges
to the venturers. This challenge will also be true for those upstream joint arrangements that
operate through separate vehicles.
2. No proportionate consolidation
Key change (snapshot) Impact on IFRS financial statement
The standard requires joint ventures to be
accounted for using the equity method.

Previously, a venturer could choose to
proportionately consolidate their ownership
interest in the joint controlled entity.
Equity accounting will apply to all joint
ventures. A single line item will be shown in the
consolidated income statement to reflect the
share of profit or loss in the joint venture; a
single line item would be shown in the
consolidated balance sheet to reflect the share
of net assets in the joint venture.
Industry impact
Arrangements that were previously jointly controlled assets or jointly controlled operations and are
now classified as joint operations will not be impacted by this change. Many upstream joint
arrangements are unlikely to see a major change in their accounting. However, midstream and
downstream activities conducted through a jointly controlled entity where the participants chose

Practical guide to IFRS Joint arrangements: guidance for the Oil & Gas sector 5
proportionate consolidation under IAS 31 will see a major change if the arrangement is assessed
as a joint venture under IFRS 11. As assets, liabilities, income and expenses would no longer be
proportionately consolidated, it will have a fundamental impact on the landscape of each partys
financial statements and may even impact loan covenants such as those based on asset ratios
and EBITDA, depending on how they are defined by the party. Staff of the IFRS Foundation have
issued an effect analysis which commented energy is one of the industries where we found
more examples of arrangements structured in separate vehicles that can be considered in their
own right that will, however, be classified as joint operations.
3. Transition may not be easy
Key change (snapshot) Impact on IFRS financial statement
Entities should re-evaluate the terms of their
existing contractual arrangement to ensure that
their involvements in joint arrangements are
correctly accounted for under the new
standard.

Joint arrangements that were previously
accounted for as joint operations may need to
be treated as joint ventures, or vice versa, on
transition to the new standard.
When transitioning from the proportionate
consolidation method to the equity method,
entities should recognise their initial investment
in the joint venture as the aggregate of the
carrying amounts that were previously
proportionately consolidated.

To transition from the equity method to
proportionate consolidation, entities will
derecognise their investment in the jointly
controlled entity and recognise their rights and
obligations to the assets and liabilities of the
joint operation. Their interest in those assets
and liabilities may be different from their equity
method investment.

These transition provisions would be applied as
at the beginning of the earliest period
presented.
Industry impact
Moving from the equity method to share of assets and liabilities will not always be a simple
process. For example, parties may have contributed specific assets to a joint arrangement. When
evaluating interest based on share of assets and liabilities, parties will account for their interest in
the arrangement based on the share of assets contributed by them. The interest calculated based
on assets contributed will not necessarily result in the same interest that the party may have in the
equity of that entity. For example, the party may have a 30% interest in the equity of an entity but
may have a right to 100% of a particular asset. On transition, any difference arising between the
net amount of assets and liabilities (including goodwill) recognised and the investment previously
equity accounted is adjusted against the retained earnings at the beginning of the earliest period
presented. Where the net amount of assets and liabilities are higher than the investment value,
the difference is first offset against any goodwill relating to the investment, and any remaining
difference is adjusted against retained earnings.

Similarly, moving from proportionate consolidation to equity method could pose challenges. For
example, the liabilities of a joint arrangement assessed to be a joint venture may exceed the
assets. Netting these may result in the venturers investment becoming negative. The venturers
will then have to assess whether they need to record a liability in respect of that negative balance.
This will depend on whether the venturer has an obligation to fund the liabilities of the joint
arrangement. If it does, it might raise a question on whether the arrangement was correctly
assessed to be a joint venture instead of a joint operation.

Transition provisions on adoption of IFRS 11 are not expected to have any impact on the income
statement of entities.

Following transition, if there is a change in the contractual terms or any other facts and
circumstances between venturers, the venture partners should reassess whether the type of joint
arrangement in which they are involved has changed.


Practical guide to IFRS Joint arrangements: guidance for the Oil & Gas sector 6
Examples: an illustration of
the key impacts in the Oil &
Gas sector

Example 1 Joint control
Two companies, A and B, set up a
partnership and sign a joint operating
agreement. The board contains three
directors from each company and is the
main decision-making body of the
company. Decisions are made by simple
majority. Each party has a 50% interest
in the net profit generated. Is there joint
control?

Preliminary conclusion: More
information and analysis needed.
It may appear that A and B have joint
control because each party has a 50%
interest in net profit and both have a
right to appoint three directors, but this
cannot be automatically assumed. As
decision-making is by simple majority, it
is possible that one director of
shareholder A agrees with three directors
of shareholder B and takes a decision that
is against the interest of shareholder A.
In such a case, there would not be joint
control, as decisions are made without
unanimous consent. However, if the
three directors representing a single
shareholder are required to vote as a
group per the directions of the
shareholder, unanimous consent would
be required for decision-making this
would represent joint control. All
relevant facts and circumstances have to
be considered before reaching a
conclusion.

Example 2 Classification
Two parties, A and B, form a limited
company to build and use a pipeline to
transport gas. Each party holds a 50%
interest in the company. As per their
contractual terms, A must use 45% of the
pipeline capacity, and B must use the
remaining pipeline capacity of 55%.
Neither A or B can sell their share of the
capacity to a third party without prior
consent of other party. The price paid by
A or B for the gas transport is determined
in a manner to ensure recovery of all
costs incurred by the company. Is the
limited company a joint operation or a
joint venture?
Preliminary conclusion: Joint operation.
The joint arrangement is structured
through a separate vehicle, and both
parties have a 50% interest in the
company. However, the contractual
terms require a specific level of usage by
each party, and because of the pricing
structure, the entities have a deemed
obligation for the companys liabilities.
The entity may be a joint operation
despite the legal form of the
arrangement.

Secured and other creditors will have the
first right on the assets of the company in
case of liquidation or bankruptcy. A and
B will only have a share in the residual
net assets remaining after all claims have
been settled. However, as this will not
arise in the ordinary course of business,
this aspect is less relevant when
determining the classification of the joint
arrangement.

Example 3 Classification
Entities A and B form a partnership
vehicle to own and operate a crude oil
refinery. The output of the refinery is sold
to third parties at market prices. Neither
party has an obligation to buy the output
from the refinery. Each party has a 50%
interest in the net profits of the
partnership. Is this a joint operation or a
joint venture?

Preliminary conclusion: More
information and analysis needed.
The joint arrangement is structured
through a vehicle, and the venture parties
have 50% interest in the net profits of the
partnership; so this appears to be a joint
venture. However, an evaluation is
required as to whether the partnership
creates separation. Sometimes general
partnerships do not create separation;
that is, parties to the partnership may
have a direct interest in the assets and
liabilities of the partnership. The terms of
the partnership agreement must
therefore be evaluated to assess the rights
and obligations of each party.

If there is separation, it is likely that this
will be a joint venture. There is no
obligation for the parties to take the
output of the refinery and they do not

Practical guide to IFRS Joint arrangements: guidance for the Oil & Gas sector 7
have an obligation to fund the settlement
for its liabilities.

Example 4 Presentation
Entities A and B formed a jointly
controlled entity. This represents a
significant portion of As business. Under
IAS 31, entity A adopted a policy of
proportionate consolidation.
Approximately 70% of As revenue arises
from the joint arrangement. The
arrangement is concluded to be a joint
venture under IFRS 11. Entity A will have
to apply equity accounting. Can A include
its share of profit/loss of the joint
venture under equity accounting within
its operating profit?

Preliminary conclusion: Yes, in
circumstances where a significant part of
the investors business is performed
through a joint venture, it can present the
share of profit/loss from joint venture
before the operating profit.

IAS 1, Presentation of financial
statements, specifies the line items that,
as a minimum, should be presented in
the income statement. In this list,
investors share of profits or losses from
joint ventures comes after the line item
for finance costs but before the line item
for tax expense. The share of
profits/losses of a joint venture is
therefore usually presented between
finance costs and income tax expense.

However, where joint ventures are so
significant that they are regarded as a
primary vehicle for the conduct of the
groups operations, it may be appropriate
in some circumstances to include the
share of profits/losses in arriving at
operating profit.


What are the potential
business impacts for the Oil
& Gas sector?

Changes to the classification of joint
arrangements may result in
significant financial changes. This
could impact the recognised amounts
in profit and loss (for example,
revenues and expenses), the balance
sheet presentation and the
supplemental information presented
in the financial statements (for
example, disclosure of reserves).
Leverage, capital ratios, management
incentives, covenants and financing
agreements may be affected as a result
of these changes. Many entities in the
Oil & Gas sector focus on EBITDA
measures and revenue. The changes
will impact these measures, and some
entities may choose to adjust their
reporting.

Entities should consider how to
communicate the impacts of the
accounting changes to their
shareholders and other stakeholders.
There could be important changes to
the manner in which the entitys
interest in the joint arrangement is
reported and understood by users of
the financial statements.

Structuring of future deals should be
considered with the new rules in
mind. For example, a joint
arrangement involving the
establishment of a new entity would
not necessarily give rise to a joint
venture, but the specific terms of the
arrangement would still need to be
analysed in order to understand the
entitys rights and obligations under
the agreement.

Entities may need to request more
detailed financial reporting
information from an operator of a
joint operation if they move from
equity accounting to the share of
assets and liabilities approach.
Similarly, they may need to provide
more detailed information to other
parties if they are the operator of a
joint operation. For example, an
operator may need to provide
information concerning the maturity
profile of financial liabilities to allow
appropriate classification on the
balance sheet of the venturer or to
understand the assumptions utilised
in measuring decommissioning cost
estimates. Operators may also be
required to provide this information
at numerous points during a reporting
cycle, as venturers may have different
reporting dates. Entities that operate
significant business through joint

Practical guide to IFRS Joint arrangements: guidance for the Oil & Gas sector 8
arrangements may consider
renegotiating the existing
arrangements and restructuring the
operations to be able to meet the
definition of a joint operation. This
will allow them to account for a share
of assets, liabilities, income and
expenses rather than a share of
profit/loss.

In some countries, non-domestic
operators are obliged to have a local
partner. It can be challenging to
obtain detailed financial information
on a timely basis from these
businesses, and moving from equity
accounting to share of
assets/liabilities could be difficult.
Similarly, entities may have
production-sharing agreements with
governments. If these are assessed as
joint operations and the entities have
to record their share of production,
assets and liabilities, it may be a
challenge to access all the financial
information from the government
agencies on a timely basis.
The standard does not contain the
guidance on specific industry issues
such as farm-outs and unitisation that
was published in the exposure draft.
Entities therefore need to consider the
requirements of other applicable
standards and the Framework when
developing accounting policies for
these transactions.

Initial transition requirements and
annual reassessment of arrangement
terms may require changes to existing
processes and internal controls.
Gathering and analysing the
information could take considerable
time and effort depending on the
number of arrangements in place, the
inception dates and the records
available. Early assessment and
management of all the potential
implementation and ongoing
business impacts of IFRS 11 will
help reduce unexpected business
and reporting risks.























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