# ASC 805-30-35: Business Combinations — Goodwill or Gain from Bargain Purchase, Including Consideration Transferred — 35 Subsequent Measurement

Source: FASB Accounting Standards Codification, Basic View

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## ASC 805-30-35: 35 Subsequent Measurement

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#### Contingent Consideration

##### [805-30-35-1](https://asc.understandingaccounting.org/asc/805/30/#805-30-35-1)

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Some changes in the [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](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.") that 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.") recognizes after the [acquisition date](https://asc.understandingaccounting.org/glossary/a/#acquisition-date "The date on which the acquirer obtains control of the acquiree.") may be the result of additional information about facts and circumstances that existed at the acquisition date that the acquirer obtained after that date. Such changes are measurement period adjustments in accordance with paragraphs

[805-10-25-13 through 25-18](https://asc.understandingaccounting.org/asc/805/10/#805-10-25-13)

and Section 805-10-30. However, changes resulting from events after the acquisition date, such as meeting an earnings target, reaching a specified share price, or reaching a milestone on a research and development project, are not measurement period adjustments. The acquirer shall account for changes in the fair value of contingent consideration that are not measurement period adjustments as follows:

1.  a
    
    Contingent consideration classified as equity shall not be remeasured and its subsequent settlement shall be accounted for within equity.
    
2.  b
    
    Contingent consideration classified as an asset or a liability shall be remeasured to fair value at each reporting date until the contingency is resolved. The changes in fair value shall be recognized in earnings unless the arrangement is a hedging instrument for which Topic 815 requires the changes to be initially recognized in other comprehensive income.

##### [805-30-35-1A](https://asc.understandingaccounting.org/asc/805/30/#805-30-35-1A)

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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 the preceding paragraph.

#### Goodwill

##### [805-30-35-2](https://asc.understandingaccounting.org/asc/805/30/#805-30-35-2)

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The subsequent measurement of [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.") is addressed in Subtopic 350-20.

#### Replacement Share-Based Payment Awards

##### [805-30-35-3](https://asc.understandingaccounting.org/asc/805/30/#805-30-35-3)

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Topic 718 provides guidance on subsequent measurement and accounting for the portion of replacement share-based payment awards issued by an acquirer that is attributable to future goods or services.
