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Explain how goodwill is accounted for and disclosed

CFA® Level I · Financial Statement Analysis · Analyzing Balance Sheets · FSA.3.f

The idea

Goodwill arises only in a business combination: in the simple case of buying all of a company, it is the consideration paid less the fair value of the identifiable net assets acquired (with a non-controlling interest or a previously held stake, those are added to the consideration), so it captures what cannot be separately identified, such as expected synergies and an assembled workforce. Internally generated goodwill is never recognised, which is why an acquisitive company and an organic grower with the same economics can show very different balance sheets. Goodwill is not amortised under IFRS or, for public companies, US GAAP; it is tested for impairment at least annually, at the cash-generating unit under IFRS and the reporting unit under US GAAP. Under IFRS a single-step test compares the unit's carrying amount with its recoverable amount (the higher of fair value less costs of disposal and value in use); the loss is charged first to goodwill and any excess is spread pro rata over the unit's other assets. Under US GAAP the loss is the excess of the reporting unit's carrying amount over its fair value, capped at the goodwill. Under both IFRS and US GAAP, goodwill impairments are never reversed. Disclosures include a reconciliation of the balance, its allocation to units and the key assumptions behind the impairment test. Analysts often strip goodwill out when comparing firms.

A practice question

From the question bank, with the reason each wrong option is wrong.

A company acquires 100% of a target for 500. At acquisition the target's identifiable assets have a fair value of 620 (book value 520) and its liabilities a fair value of 220 (book value 190). The goodwill recognised is:

  1. 170Why not: Uses book values (520 - 190 = 330). Goodwill is measured against the fair value of identifiable net assets.
  2. 100 — correct
  3. 0, with a gain of 120Why not: Ignores the liabilities assumed. 500 - 620 would suggest a bargain purchase, but net assets are 620 - 220 = 400.

Goodwill = consideration - fair value of identifiable net assets = 500 - (620 - 220) = 500 - 400 = 100.

A harder one

Company A has grown by acquisition and reports large goodwill; Company B has built an equally valuable brand internally and reports none. The difference exists mainly because:

  1. internal goodwill is never recognised — correct
  2. B must amortise its brand to zeroWhy not: B has recognised no brand asset to amortise. The spending that built it was expensed as incurred.
  3. goodwill is recognised only under IFRSWhy not: US GAAP also recognises acquired goodwill. The asymmetry exists under both standards.

Only purchased goodwill appears on the balance sheet. B's brand-building costs went through the income statement, so analysts often exclude goodwill to put the two on a comparable footing.

The hardest tier

Under US GAAP, a reporting unit has a carrying amount of 800, including goodwill of 150, and a fair value of 600. The goodwill impairment loss recognised is:

  1. 200Why not: Books the whole 200 shortfall against goodwill. The US GAAP goodwill loss is capped at the goodwill of 150.
  2. 50Why not: Deducts the goodwill from the shortfall (200 - 150). The loss is the shortfall itself, limited to the goodwill.
  3. 150 — correct

The shortfall is 800 - 600 = 200. Under US GAAP the goodwill impairment equals the shortfall but cannot exceed the goodwill of 150, so 150 is recognised. Under IFRS the remaining 50 would reduce the unit's other assets.

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