# ASC 805-20-35: Business Combinations — Identifiable Assets and Liabilities, and Any Noncontrolling Interest — 35 Subsequent Measurement

Source: FASB Accounting Standards Codification, Basic View

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## ASC 805-20-35: 35 Subsequent Measurement

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#### Guidance on Specific Business-Combination-Related Items

##### [805-20-35-1](https://asc.understandingaccounting.org/asc/805/20/#805-20-35-1)

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This Topic directly establishes generally accepted accounting principles (GAAP) for [business combinations](https://asc.understandingaccounting.org/glossary/b/#business-combination "A transaction or other event in which an acquirer obtains control of one or more businesses. Transactions sometimes referred to as true mergers or mergers of equals also are business combinations. See also Acquisition by a Not-for-Profit Entity.") related to recognition and initial measurement. Paragraph [805-10-35-1](https://asc.understandingaccounting.org/asc/805/10/#805-10-35-1) cites the general requirement for an [acquirer](https://asc.understandingaccounting.org/glossary/a/#acquirer "The entity that obtains control of the acquiree. However, in a business combination in which a variable interest entity (VIE) is acquired, the primary beneficiary of that entity always is the acquirer. (P) December 16, 2026; (N) December 16, 2026805-10-65-5The entity that obtains control of the acquiree.See paragraphs 805-10-25-4805-10-25-5 for guidance on determining the acquirer.") to subsequently measure and account for assets acquired, liabilities assumed or incurred, and equity instruments issued in a [business combination](https://asc.understandingaccounting.org/glossary/b/#business-combination "A transaction or other event in which an acquirer obtains control of one or more businesses. Transactions sometimes referred to as true mergers or mergers of equals also are business combinations. See also Acquisition by a Not-for-Profit Entity.") in accordance with other applicable generally accepted accounting principles (GAAP). However, that paragraph also identifies specific items for which this Topic provides guidance. This Subtopic provides guidance on several of those specific items as follows.

##### [805-20-35-2](https://asc.understandingaccounting.org/asc/805/20/#805-20-35-2)

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A reacquired right recognized as an [intangible asset](https://asc.understandingaccounting.org/glossary/i/#intangible-assets "Assets (not including financial assets) that lack physical substance. (The term intangible assets is used to refer to intangible assets other than goodwill.)") in accordance with paragraph [805-20-25-14](https://asc.understandingaccounting.org/asc/805/20/#805-20-25-14) shall be amortized over the remaining contractual period of the contract in which the right was granted. An acquirer that subsequently sells a reacquired right to a third party shall include the carrying amount of the intangible asset in determining the gain or loss on the sale.

##### [805-20-35-3](https://asc.understandingaccounting.org/asc/805/20/#805-20-35-3)

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An acquirer shall develop a systematic and rational basis for subsequently measuring and accounting for assets and liabilities arising from [contingencies](https://asc.understandingaccounting.org/glossary/c/#contingency "An existing condition, situation, or set of circumstances involving uncertainty as to possible gain (gain contingency) or loss (loss contingency) to an entity that will ultimately be resolved when one or more future events occur or fail to occur.") depending on their nature.

##### [805-20-35-4](https://asc.understandingaccounting.org/asc/805/20/#805-20-35-4)

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At each subsequent reporting date, the acquirer shall measure an indemnification asset that was recognized in accordance with paragraphs

[805-20-25-27 through 25-28](https://asc.understandingaccounting.org/asc/805/20/#805-20-25-27)

at the [acquisition date](https://asc.understandingaccounting.org/glossary/a/#acquisition-date "The date on which the acquirer obtains control of the acquiree.") on the same basis as the indemnified liability or asset, subject to any contractual limitations on its amount, except as noted in paragraph [805-20-35-4B](https://asc.understandingaccounting.org/asc/805/20/#805-20-35-4B), and, for an indemnification asset that is not subsequently measured at its fair value, management's assessment of the collectibility of the indemnification asset.

##### [805-20-35-4A](https://asc.understandingaccounting.org/asc/805/20/#805-20-35-4A)

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[Paragraph superseded by Accounting Standards Update No. 2012-06](https://asc.understandingaccounting.org/updates/asu-2012-06/).

##### [805-20-35-4B](https://asc.understandingaccounting.org/asc/805/20/#805-20-35-4B)

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An indemnification asset recognized at the acquisition date in accordance with paragraphs

[805-20-25-27 through 25-28](https://asc.understandingaccounting.org/asc/805/20/#805-20-25-27)

as a result of a government-assisted acquisition of a financial institution involving an indemnification agreement shall be subsequently measured on the same basis as the indemnified item. For example, if the expected cash flows on indemnified assets increase such that a previously recorded valuation allowance is reversed, an entity shall account for the associated decrease in the indemnification assets immediately in earnings.

##### [805-20-35-4C](https://asc.understandingaccounting.org/asc/805/20/#805-20-35-4C)

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Contingent consideration arrangements of an acquiree assumed by the acquirer in a business combination shall be measured subsequently in accordance with the guidance for contingent consideration arrangements in paragraph [805-30-35-1](https://asc.understandingaccounting.org/asc/805/30/#805-30-35-1).

#### Additional Guidance on Subsequent Measurement of Assets Acquired, Liabilities Assumed or Incurred, and Any Noncontrolling Interests in a Business Combination

##### [805-20-35-5](https://asc.understandingaccounting.org/asc/805/20/#805-20-35-5)

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Additional guidance on subsequently measuring and accounting for assets acquired in a business combination is addressed in Subtopic 350-30, which prescribes the accounting for [identifiable](https://asc.understandingaccounting.org/glossary/i/#identifiable "An asset is identifiable if it meets either of the following criteria: It is separable, that is, capable of being separated or divided from the entity and sold, transferred, licensed, rented, or exchanged, either individually or together with a related contract, identifiable asset, or liability, regardless of whether the entity intends to do so. It arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from the entity or from other rights and obligations.")[intangible assets](https://asc.understandingaccounting.org/glossary/i/#intangible-assets "Assets (not including financial assets) that lack physical substance. (The term intangible assets is used to refer to intangible assets other than goodwill.)") acquired in a business combination, including recognition of intangible assets used in research and development activities, regardless of whether those assets have an alternative future use, and their classification as indefinite-lived until the completion or abandonment of the associated research and development efforts.

##### [805-20-35-6](https://asc.understandingaccounting.org/asc/805/20/#805-20-35-6)

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Leasehold improvements acquired in a business combination shall be amortized over the shorter of the useful life of the assets and the remaining [lease term](https://asc.understandingaccounting.org/glossary/l/#lease-term "The noncancellable period for which a lessee has the right to use an underlying asset, together with all of the following: Periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option Periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option Periods covered by an option to extend (or not to terminate) the lease in which exercise of the option is controlled by the lessor.") at the date of acquisition. However, if the lease transfers ownership of the underlying asset to the lessee, or the lessee is reasonably certain to exercise an option to purchase the underlying asset, the lessee shall amortize the leasehold improvements to the end of their useful life.

##### [805-20-35-7](https://asc.understandingaccounting.org/asc/805/20/#805-20-35-7)

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Topic 944on insurance provides guidance on the subsequent accounting for an insurance or [reinsurance](https://asc.understandingaccounting.org/glossary/r/#reinsurance "A transaction in which a reinsurer (assuming entity), for a consideration (premium), assumes all or part of a risk undertaken originally by another insurer (ceding entity). For indemnity reinsurance, the legal rights of the insured are not affected by the reinsurance transaction and the insurance entity issuing the insurance contract remains liable to the insured for payment of policy benefits. Assumption or novation reinsurance contracts that are legal replacements of one insurer by another extinguish the ceding entity's liability to the policyholder.") contract acquired in a business combination.

##### [805-20-35-8](https://asc.understandingaccounting.org/asc/805/20/#805-20-35-8)

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Additional guidance on accounting for changes in a parent's ownership interest in a subsidiary after [control](https://asc.understandingaccounting.org/glossary/c/#control "The same as the meaning of controlling financial interest in paragraph 810-10-15-8.") is obtained is provided in paragraphs

[810-10-45-22 through 45-24](https://asc.understandingaccounting.org/asc/810/10/#810-10-45-22)

and Example 1 (see paragraph [810-10-55-4B](https://asc.understandingaccounting.org/asc/810/10/#810-10-55-4B)).
