noncontrolling interest fair value

Broad Transactions2

1. 805-20Identifiable Assets and Liabilities, and Any Noncontrolling Interest805 Business Combinations

   ASC 805-20 governs one piece of the acquisition method: recognizing and measuring the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest (NCI) in the acquiree. The core rules are that at the acquisition date the acquirer recognizes these items separately from goodwill (if they meet the asset/liability definitions and are part of the exchange, not a separate transaction) and measures them at acquisition-date fair value, subject to a closed list of recognition and measurement exceptions (income taxes, employee benefits, indemnification assets, reacquired rights, share-based payments, held-for-sale assets, certain contingencies, leases, PCD assets, contract assets/liabilities). Private companies and NFPs may elect an accounting alternative that subsumes most customer-related intangibles and all noncompetition agreements into goodwill.

2. 805-30Goodwill or Gain from Bargain Purchase, Including Consideration Transferred805 Business Combinations

   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.