goodwill

ASC 350-10 is the Overall subtopic that sets the scope and structure for the Intangibles—Goodwill and Other Topic. It governs the subsequent measurement, presentation, and disclosure of goodwill and other intangible assets (through Subtopics 350-20, 350-30, 350-40, 350-50, and 350-60), but expressly excludes accounting at acquisition for goodwill and intangibles acquired in a business combination, an NFP acquisition, or recognized by a joint venture upon formation. It also directs that derecognition of nonfinancial assets within the Topic follow Subtopic 610-20 or Topic 606, as applicable.

ASC 350-20 governs the accounting for goodwill after its initial recognition (initial recognition/measurement is in 805-30, 805-60, or 958-805) and prohibits capitalizing internally developed goodwill. Under the general model, goodwill is not amortized but is tested for impairment at least annually at the reporting unit level, with an optional qualitative "more likely than not" screen; if the quantitative test shows the reporting unit's carrying amount exceeds its fair value, a loss is recognized for that excess, capped at the goodwill allocated to the unit. Private companies and not-for-profit entities may elect accounting alternatives to amortize goodwill over 10 years or less and to test only upon a triggering event, and/or to evaluate triggering events only as of the end of each reporting period.

This subtopic applies Topic 350's goodwill and intangibles guidance to entities with regulated operations. Its core rule is that goodwill is not amortized and is tested for impairment under Topic 350 unless a regulator permits amortization of goodwill as an allowable cost for rate-making purposes, in which case the regulator's action provides reasonable assurance of a regulatory asset that is amortized over the period allowed for rate-making. It also addresses long-term power sales contracts acquired in a business combination and the need to review such contracts for loss-contract status.

ASC 805-30 covers the piece of the acquisition method that produces goodwill or a bargain purchase gain. Goodwill equals the excess of (a) consideration transferred at acquisition-date fair value plus the fair value of any noncontrolling interest plus the acquisition-date fair value of any previously held equity interest, over (b) the net of the acquisition-date amounts of identifiable assets acquired and liabilities assumed (805-30-30-1); if (b) exceeds (a), the acquirer must first reassess its identification and measurement of all items and then recognize the remaining excess as a gain in earnings. It also governs measurement of consideration transferred, including contingent consideration and share-based payment replacement awards.

ASC 805-60 governs how a newly formed joint venture (or corporate joint venture) accounts for its own formation in its separate financial statements. The joint venture must establish a new basis of accounting at the formation date, recognizing and measuring identifiable assets, liabilities, and any noncontrolling interest under Subtopic 805-20, but without identifying an acquirer. Goodwill, if any, is the excess of the formation-date fair value of the joint venture as a whole over the net of the identifiable assets and liabilities recognized; any excess of net assets over that fair value is credited to additional paid-in capital rather than recognized as a bargain purchase gain.