Accounting for Business Combinations, Goodwill, and Other Intangible Assets (2010)

Section I: Interpretations of Topic 850, Business Combinations

• Business Combinations—Overall (805-10)
• Paragraphs 805-10-05-01 Through 05-6: Overview And Background—General
• Paragraph 805-10-10-1: Objectives—General
• Paragraphs 805-10-15-1 Through 15-4: Scope And Scope Exceptions—General
• Combinations Of Entities Under Common Control
• Not-For-Profit Entities
• Acquisitions Using A “Newco”

Section 805-10-20: Glossary

• Paragraphs 805-10-25-1 Through 25-3: Recognition—General
• Accounting For Asset Acquisitions: General Concepts
• Applicability To Development Stage Entities
• Paragraphs 805-10-25-4 And 25-5: Recognition—General
• Identifying The Acquiring Entity
• Determining The Acquirer: Control Over The Governing Body
• Determining The Acquirer In A Business Combination Of More Than Two Entities
• Variable Interest Entities
• Paragraphs 805-10-25-6 And 25-7: Recognition—General
• Acquisition Date
• Paragraphs 805-10-25-8 Through 25-12: Recognition—General
• A Business Combination Achieved In Stages
• Paragraphs 805-10-25-13 Through 25-19: Recognition—General
• The Measurement Period
• Measurement Period Adjustments
• Paragraphs 805-10-25-20 Through 25-22: Recognition—General
• Transactions Apart From The Business Combination
• Bonus Payments To Seller/Owners And Seller/Managers
• Employee Compensation Arrangements
• Paragraph 805-10-25-23: Recognition—General
• Acquisition-Related Costs
• Accounting For Acquisition-Related Costs Incurred Before The Effective Date Of Fasb Statement No. 141R, Business Combinations, As Codified In Topic 805
• Paragraphs 805-10-30-1 Through 30-3: Initial Measurement—General
• Paragraphs 805-10-35-1 And 35-2: Subsequent Measurement—General
• Paragraphs 805-10-50-1 Through 50-4: Disclosure—General
• Mid-Year Business Combinations-Consolidation Of Subsidiary Revenues And Expenses
• Preparation Of The Statement Of Cash Flows In The Year Of Acquisition
• Presentation Of Supplemental Pro Forma Information
• Interim Pro Forma Disclosure For Sec Registrants
• Paragraphs 805-10-50-5 Through 50-8: Disclosure—General
• Paragraphs 805-10-55-1 Through 55-3: Implementation Guidance And Illustrations—General
• Application Of Topic 805 To Physician Practice Management Entities And Other Consolidation-By-Contract Arrangements
• Arrangements To Operate Entities As A Single Entity Without A Purchase Or Exchange Of Shares
• Joint Ventures, Combinations Of Entities Under Common Control, And Mutual Entities
• Majority Owner's Accounting For A Transaction In The Shares Of A Consolidated Subsidiary And A Derivative Instrument Indexed To The Noncontrolling Interest In That Subsidiary
• Accounting For An Instrument (Or An Embedded Feature) With A Settlement Amount That Is Based On The Stock Of An Entity's Consolidated Subsidiary
• Early Extinguishment Of A Subsidiary's Mandatorily Redeemable Preferred Stock
• Business Combination Achieved Through Acquiree Share Repurchase
• Paragraphs 805-10-55-4 Through 55-9: Implementation Guidance And Illustrations—General
• Definition Of A Business
• Acquisition Of An Entity Owning Only A Portfolio Of Loans Or Leases
• Distinguishing Between A Business Combination And An Asset Acquisition
• Paragraphs 805-10-55-10 Through 55-49: Implementation Guidance And Illustrations—General
• Paragraph 805-10-65-1: Transition And Open Effective Date Information—General Business Combinations—Identifiable Assets And Liabilities, And Any Noncontrolling Interest (805-20)
• Paragraphs 805-20-05-1 And 05-2: Overview And Background—General
• Paragraph 805-20-15-1: Scope And Scope Exceptions—General

Section 805-20-20: Glossary

• Paragraphs 805-20-25-1 Through 25-5: Recognition—General
• Accounting For Restructuring And Exit Costs
• Paragraphs 805-20-25-6 Through 25-8: Recognition—General
• Effect Of Acquisition On Securities Held By Acquiree
• Items Hedged By Acquiree
• Exceptions To Paragraph 805-20-25-6
• Paragraphs 805-20-25-9 And 25-10: Recognition—General
• Recognition Of Intangible Assets Separately From Goodwill
• The Contractual-Legal Criterion
• The Separability Criterion
• Paragraphs 805-20-25-11 Through 25-13: Recognition—General
• Recognizing Particular Assets Acquired And Liabilities Assumed: Operating Leases
• Acquisition Of Operating Leases With Nonlevel Rents
• Paragraphs 805-20-25-14 Through 25-15A: Recognition—General
• Reacquired Rights
• Paragraphs 805-20-25-16 Through 25-28: Recognition—General
• Initial Recognition For Contingencies
• Indemnification Assets
• Paragraphs 805-20-30-1 Through 30-6: Initial Measurement—General
• Fair Value Measurements For Assets Acquired And Liabilities Assumed
• Deferred Revenue In A Business Combination
• Fair Value Guidance For Specific Assets And Noncontrolling Interest
• First Post-Acquisition Income Statement May Not Be Reflective Of Normal Earnings: A Case Report
• LIFO Basis For Books And FIFO For Tax
• LIFO Inventories And The IRS Conformity Rules
• Reporting Plant Asset Accumulated Depreciation
• Mineral Rights
• Useful Lives Of Leasehold Improvements
• Assets To Be Sold
• Paragraphs 805-20-30-7 And 30-8: Initial Measurement—General
• The Acquisition Method And Noncontrolling Interest (Formerly Minority Interest)
• Presentation Of Noncontrolling Interest In The Consolidated Financial Statements
• Paragraphs 805-20-30-9 Through 30-12: Initial Measurement—General
• Exceptions To The Measurement Principle
• Paragraph 805-20-30-13: Initial Measurement—General
• Income Taxes And Business Combinations
• Consideration Paid Allocation: Income Taxes
• Reduction Of Acquiring Entity's Tax Asset Valuation Allowance
• Uncertain Income Tax Positions In Business Combinations
• Deferred Income Taxes For Research And Development Activities
• Deferred Income Taxes For Goodwill
• Deferred Income Taxes For Acquisition Costs
• Paragraphs 805-20-30-14 Through 30-16: Initial Measurement—General
• Assets And Liabilities Of An Acquired Entity's Pension Plan
• Other Post-Retirement Benefits Of An Acquired Entity
• Paragraph 805-20-30-17: Initial Measurement—General
• Exit, Employee Relocation, And Involuntary Termination Costs
• Paragraphs 805-20-30-18 Through 30-20: Initial Measurement—General
• Recognition Of Reacquired Rights
• Paragraph 805-20-30-21: Initial Measurement—General
• Replacement Share-Based Payment Awards
• Accounting Procedures For Replacement Share-Based Payment Awards
• Paragraphs 805-20-30-22 And 30-23: Initial Measurement—General
• Assets Held For Sale
• Paragraphs 805-20-35-1 Through 35-3: Subsequent Measurement—General
• Subsequent Measurement And Accounting For Contingent Assets And Liabilities
• Paragraphs 805-20-35-4 And 35-4A: Subsequent Measurement—General
• Measurement Of Indemnification Assets
• Paragraphs 805-20-35-5 Through 35-8: Subsequent Measurement—General
• Paragraphs 805-20-40-1 Through 40-3: Derecognition—General
• Paragraphs 805-20-50-1 Through 50-5: Disclosure—General
• Paragraphs 805-20-55-1 Through 55-60: Implementation Guidance And Illustrations—General Business Combinations—Goodwill Or Gain From Bargain Purchase, Including Consideration Transferred (805-30)
• Paragraphs 805-30-05-1 And 05-2: Overview And Background—General
• Paragraph 805-30-15-1: Scope And Scope Exceptions—General

Section 805-30-20: Glossary

• Paragraphs 805-30-25-1 Through 25-4: Recognition—General
• Bargain Purchases
• Paragraphs 805-30-25-5 Through 25-7: Recognition—General
• Contingent Consideration
• Classification Of Contingent Consideration
• Paragraphs 805-30-30-1 Through 30-6: Initial Measurement—General
• Recognizing And Measuring Goodwill In A Business Combination
• Recognizing And Measuring Goodwill In An Acquisition Of Less Than A Wholly Owned Subsidiary (Partial Acquisition That Results In A Controlling Interest)
• Preexisting Goodwill On Acquiree Financial Statements
• Measuring Goodwill Without Transferring Consideration
• Paragraph 805-30-30-7: Initial Measurement—General
• Consideration Transferred
• Sample Calculation Of Consideration Exchanged In A Business Combination
• Paragraph 805-30-30-8: Initial Measurement—General
• Nonmonetary Exchange Can Result In A Business Combination
• Paragraphs 805-30-30-9 Through 30-13: Initial Measurement—General
• Paragraphs 805-30-35-1 And 35-1A: Subsequent Measurement—General
• Subsequent Accounting For Contingent Consideration
• Paragraphs 805-30-35-2 And 35-3: Subsequent Measurement—General
• Replacement Of Share-Based Payment Awards
• Paragraphs 805-30-50-1 Through 50-4: Disclosure—General
• Paragraphs 805-30-55-1 Through 55-24: Implementation Guidance And Illustrations—General Business Combinations—Reverse Acquisitions (805-40)
• Paragraphs 805-40-05-1 And 05-2: Overview And Background—General
• Paragraphs 805-40-15-1 And 15-2: Scope And Scope Exceptions—General

Section 805-40-20: Glossary

• Paragraph 805-40-25-1: Recognition—General
• Reverse Acquisitions
• Measurement Of Noncontrolling Interest In A Reverse Acquisition
• Determining The Acquirer In A Reverse Acquisition Involving Three Entities: A Case Report
• Merger Of A Private Entity Into A Public Shell Corporation
• Paragraph 805-40-25-2: Recognition—General
• Paragraphs 805-40-30-1 Through 30-4: Initial Measurement—General
• Paragraphs 805-40-45-1 Through 45-5: Other Presentation Matters—General
• Paragraphs 805-40-55-1 Through 55-23: Implementation Guidance And Illustrations—General Business Combinations—Related Issues (805-50)
• Paragraphs 805-50-05-1 And 05-2: Overview And Background—General
• Paragraph 805-50-05-3: Overview And Background—Acquisition Of Assets Rather Than A Business
• Paragraphs 805-50-05-4 And 05-5: Overview And Background—Transactions Between Entities Under Common Control
• Paragraphs 805-50-05-6 Through 05-8: Overview And Background—New Basis Of Accounting (Pushdown)
• Paragraph 805-50-15-1: Scope And Scope Exceptions—General
• Paragraphs 805-50-15-2 Through 15-4: Scope And Scope Exceptions—Acquisition Of Assets Rather Than A Business
• Paragraphs 805-50-15-5 Through 15-6A: Scope And Scope Exceptions—Transactions Between Entities Under Common Control
• Paragraphs 805-50-15-7 Through 15-9: Scope And Scope Exceptions—New Basis Of Accounting (Pushdown)

Section 805-50-20: Glossary

• Paragraph 805-50-25-1: Recognition—Acquisition Of Assets Rather Than A Business
• Paragraph 805-50-25-2: Recognition—Transactions Between Entities Under Common Control
• Transfers Between Entities Under Common Control: Basis Of Transfer
• Combinations Of Entities Under Common Control Or Common Ownership: Some Additional Observations
• Paragraph 805-50-25-3: Recognition—New Basis Of Accounting (Pushdown)
• Pushdown Basis Of Accounting
• Pushdown Basis Of Accounting: Some Additional Observations
• Pushdown Accounting And Collaborative Groups
• Mechanics Of Pushdown Accounting
• Pushdown Of Debt
• Paragraphs 805-50-30-1 Through 30-4: Initial Measurement—Acquisition Of Assets Rather Than A Business
• Accounting For Asset Acquisitions
• Paragraphs 805-50-30-5 And 30-6: Initial Measurement—Transactions Between Entities Under Common Control
• Paragraphs 805-50-30-7 Through 30-9: Initial Measurement—New Basis Of Accounting (Pushdown)
• Paragraph 805-50-35-1: Subsequent Measurement—Acquisition Of Assets Rather Than A Business
• Paragraphs 805-50-45-1 Through 45-5: Other Presentation Matters—Transactions Between Entities Under Common Control
• Capital Contribution Of A Sister Subsidiary From A Common Parent After The Balance-Sheet Date But Before Issuance Of The Financial Statements
• Paragraphs 805-50-50-1 Through 50-4: Disclosure—Transactions Between Entities Under Common Control

SECTION II: Iterpretations of TOPIC 350,

• Intangibles––Goodwill And Other
• Intangibles—Goodwill And Other—Overall (350-10)
• Paragraphs 350-10-05-1 Through 05-7: Overview And Background—General
• Paragraphs 350-10-15-1 Through 15-4: Scope And Scope Exceptions—General

Section 350-10-20: Glossary

• Intangibles—Goodwill And Other—Goodwill (350-20)
• Paragraphs 350-20-05-1 Through 05-3: Overview And Background—General
• Paragraphs 350-20-15-1 Through 15-3: Scope And Scope Exceptions—General

Section 350-20-20: Glossary

• Paragraphs 350-20-25-1 Through 25-3: Recognition—General
• Paragraphs 350-20-35-1 Through 35-21: Subsequent Measurement—General
• Components, Operating Segments, Reporting Segments, And Reporting Units
• Determining The Fair Value Of A Reporting Unit In Goodwill Impairment Testing
• Electing To Perform The Second Step Of The Goodwill Impairment Test
• Overview And Example Of Goodwill Impairment Testing
• Considering Income Taxes In The Goodwill Impairment Test
• Goodwill Impairment Testing And Noncontrolling Interest
• Impact On Step One Of The Goodwill Impairment Test When The Reporting Unit Has A Negative Carrying Amount
• Immediate Impairment Of Goodwill In An Acquired Business
• Allocating The Fair Value Of A Reporting Unit To Unrecognized Intangible Assets In The Second Step Of The Goodwill Impairment Test
• Paragraphs 350-20-35-22 Through 35-27: Subsequent Measurement—General
• Measuring The Fair Value Of A Reporting Unit That Has Publicly Traded Equity Securities
• Measuring The Fair Value Of A Reporting Unit To Be Sold
• Measuring The Fair Value Of A Reporting Unit To Be Partially Sold
• Measuring The Fair Value Of A Reporting Unit To Be Disposed Of In A Spin-Off To Shareholders
• Quoted Market Price Available For The Entity As A Whole But Not For An Individual Reporting Unit
• Changing Method To Estimate Reporting Unit's Fair Value From Period To Period
• Paragraphs 350-20-35-28 Through 35-32: Subsequent Measurement—General
• Selecting The Annual Date
• Discretionary Change In Date Of Annual Test
• Considering The Long-Lived Asset Impairment Test When Performing The Goodwill Impairment Test
• Paragraphs 350-20-35-33 Through 35-38: Subsequent Measurement—General
• Identifying Reporting Units
• Aggregation Of Reporting Units
• Paragraphs 350-20-35-39 And 35-40: Subsequent Measurement—General
• Assigning Assets And Liabilities To Reporting Units
• Determining The Carrying Amount Of A Reporting Unit That Includes Foreign Entities With A Different Functional Currency Than The Parent Entity
• Determining The Carrying Amount Of A Reporting Unit When The Reporting Unit Is The Entity As A Whole
• Paragraphs 350-20-35-41 Through 35-44: Subsequent Measurement—General
• Adjusting Subsidiary Goodwill For Amounts Assigned By A Parent To The Subsidiary Reporting Unit
• Paragraphs 350-20-35-45 Through 35-61: Subsequent Measurement—General
• Paragraphs350-20-45-1 Through 45-3: Other Presentation Matters—General
• Paragraphs 350-20-50-1 And 50-2: Disclosure—General
• Paragraphs 350-20-55-1 Through 55-24: Implementation Guidance And Illustrations—General Intangibles—Goodwill And Other—General Intangibles Other Than Goodwill (350-30)
• Paragraph 350-30-05-1: Overview And Background—General
• Paragraphs 350-30-15-1 Through 15-5: Scope And Scope Exceptions—General

Section 350-30-20: Glossary

• Paragraphs 350-30-25-1 Through 25-4: Recognition—General
• Paragraphs 350-30-30-1 And 30-2: Initial Measurement—General
• Paragraphs 350-30-35-1 Through 35-5B: Subsequent Measurement—General
• Determining The Useful Life Of Intangible Assets
• Evaluating The Cost Of Renewing An Intangible Asset
• Determining The Useful Life Of A Customer Relationship Intangible Asset
• Sec Staff Views On Indefinite-Lived Intangible Assets
• Useful Life Of Reacquired Rights
• Intangible Assets For Product Lines Being Phased Out
• Long-Term Power Sales Contracts
• Acquisition Of Insurance Contracts In Connection With The Acquisition Of A Life Insurance Entity
• Write-Offs Of Intangible Assets Shortly After The Acquisition Date: Sec Staff Views
• Determining The Useful Life Of Defensive Intangible Assets
• Paragraphs 350-30-35-6 Through 35-13: Subsequent Measurement—General
• Amortization Of Intangibles: Sec Staff Views
• Amortization Method For Customer Relationship-Related Intangible Assets
• Amortization Of Premium Paid For Purchased Credit Card Portfolio
• Paragraphs 350-30-35-14 Through 35-28: Subsequent Measurement—General
• Determining The Unit Of Measure For Evaluating Impairment Of Intangible Assets That Have Indefinite Lives
• Paragraphs 350-30-45-1 Through 45-3: Other Presentation Matters—General
• Paragraphs 350-30-50-1 Through 50-5: Disclosure—General
• Paragraphs 350-30-55-1 Through 55-40: Implementation Guidance And Illustrations—General
• Paragraph 350-30-65-1 And 65-2: Transition And Open Effective Date Information—General Intangibles—Goodwill And Other—Internal-Use Software (350-40)
• Paragraphs 350-40-05-1 Through 05-9: Overview And Background—General
• Paragraphs 350-40-15-1 Through 15-7: Scope And Scope Exceptions—General

Section 350-40-20: Glossary

• Paragraphs 350-40-25-1 Through 25-16: Recognition—General
• Paragraphs 350-40-30-1 Through 30-4: Initial Measurement—General
• Paragraphs 350-40-35-1 And 35-10: Subsequent Measurement—General
• Paragraph 350-40-50-1: Disclosure—General
• Paragraphs 350-40-55-1 And 55-4: Implementation Guidance And Illustrations—General Intangibles—Goodwill And Other—Website Development Costs (350-50)
• Paragraph 350-50-05-1: Overview And Background—General
• Paragraphs 350-50-15-1 Through 15-3: Scope And Scope Exceptions—General
• Paragraphs 350-50-25-1 Through 25-17: Recognition—General
• Paragraphs 350-50-55-1 Through 55-9: Implementation Guidance And Illustrations—General

SECTIONIII: INTERNATIONAL FINANCIAL REPORTING STANDARD 3, BUSINESS COMBINATIONS

• Paragraphs 1 Through 3
• Definition Of A Business
• Reorganization Of Entities Under Common Control
• No Scope Exception For Not-For-Profit Entities
• Paragraphs 4 Through 7
• Identifying The Acquirer
• Reverse Acquisitions
• Paragraphs 8 And 9
• Determining The Acquisition Date
• Paragraphs 10 Through 17
• Recognition Of Identifiable Assets And Liabilities Such As Restructuring And Exit Costs
• Recognizing Particular Assets Acquired And Liabilities Assumed: Operating Leases
• Recognition Of Intangible Assets Separately From Goodwill
• Paragraphs 18 Through 20