# ASC 805-30-25: Business Combinations — Goodwill or Gain from Bargain Purchase, Including Consideration Transferred — 25 Recognition

Source: FASB Accounting Standards Codification, Basic View

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## ASC 805-30-25: 25 Recognition

[Read section](https://asc.understandingaccounting.org/asc/805/30/#25-recognition)

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#### Goodwill Recognition

##### [805-30-25-1](https://asc.understandingaccounting.org/asc/805/30/#805-30-25-1)

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The [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.") shall recognize [goodwill](https://asc.understandingaccounting.org/glossary/g/#goodwill "An asset representing the future economic benefits arising from other assets acquired in a business combination, acquired in an acquisition by a not-for-profit entity, or recognized by a joint venture upon formation that are not individually identified and separately recognized. For ease of reference, this term also includes the immediate charge recognized by not-for-profit entities in accordance with paragraph 958-805-25-29.") as of the [acquisition date](https://asc.understandingaccounting.org/glossary/a/#acquisition-date "The date on which the acquirer obtains control of the acquiree."), measured as described in paragraph [805-30-30-1](https://asc.understandingaccounting.org/asc/805/30/#805-30-30-1).

#### Gain from Bargain Purchase

##### [805-30-25-2](https://asc.understandingaccounting.org/asc/805/30/#805-30-25-2)

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Occasionally, an acquirer will make a bargain purchase, which is 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 which the amount in paragraph [805-30-30-1(b)](https://asc.understandingaccounting.org/asc/805/30/#805-30-30-1) exceeds the aggregate of the amounts specified in (a) in that paragraph. If that excess remains after applying the requirements in paragraph [805-30-25-4](https://asc.understandingaccounting.org/asc/805/30/#805-30-25-4), the acquirer shall recognize the resulting gain in earnings on the acquisition date. The gain shall be attributed to the acquirer. Example 1 (see paragraph [805-30-55-14](https://asc.understandingaccounting.org/asc/805/30/#805-30-55-14)) provides an illustration of this guidance.

##### [805-30-25-3](https://asc.understandingaccounting.org/asc/805/30/#805-30-25-3)

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A bargain purchase might happen, for example, in a business combination that is a forced sale in which the seller is acting under compulsion. However, the recognition or measurement exceptions for particular items identified in paragraphs [805-20-25-16](https://asc.understandingaccounting.org/asc/805/20/#805-20-25-16), and [805-20-30-10](https://asc.understandingaccounting.org/asc/805/20/#805-20-30-10) also may result in recognizing a gain (or change the amount of a recognized gain) on a bargain purchase.

##### [805-30-25-4](https://asc.understandingaccounting.org/asc/805/30/#805-30-25-4)

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Before recognizing a gain on a bargain purchase, the acquirer shall reassess whether it has correctly identified all of the assets acquired and all of the liabilities assumed and shall recognize any additional assets or liabilities that are identified in that review. See paragraphs

[805-30-30-4 through 30-6](https://asc.understandingaccounting.org/asc/805/30/#805-30-30-4)

for guidance on the review of measurement procedures in connection with a reassessment required by this paragraph.

#### Contingent Consideration

##### [805-30-25-5](https://asc.understandingaccounting.org/asc/805/30/#805-30-25-5)

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The consideration the acquirer transfers in exchange for the [acquiree](https://asc.understandingaccounting.org/glossary/a/#acquiree "The business or businesses that the acquirer obtains control of in a business combination. This term also includes a nonprofit activity or business that a not-for-profit acquirer obtains control of in an acquisition by a not-for-profit entity.") includes any asset or liability resulting from a [contingent consideration](https://asc.understandingaccounting.org/glossary/c/#contingent-consideration "Usually an obligation of the acquirer to transfer additional assets or equity interests to the former owners of an acquiree as part of the exchange for control of the acquiree if specified future events occur or conditions are met. However, contingent consideration also may give the acquirer the right to the return of previously transferred consideration if specified conditions are met.") arrangement. The acquirer shall recognize the acquisition-date [fair value](https://asc.understandingaccounting.org/glossary/f/#fair-value "The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.") of contingent consideration as part of the consideration transferred in exchange for the acquiree.

##### [805-30-25-6](https://asc.understandingaccounting.org/asc/805/30/#805-30-25-6)

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The acquirer shall classify an obligation to pay contingent consideration as a liability or as equity in accordance with Subtopics 480-10 and 815-40 or other applicable generally accepted accounting principles (GAAP). For example, Subtopic 480-10 provides guidance on whether to classify as a liability a contingent consideration arrangement that is, in substance, a put option written by the acquirer on the market price of the acquirer's shares issued in the business combination.

##### [805-30-25-7](https://asc.understandingaccounting.org/asc/805/30/#805-30-25-7)

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The acquirer shall classify as an asset a right to the return of previously transferred consideration if specified conditions are met.
