IASB® abandons reintroducing amortization of goodwill in favor of retaining impairment-only model and new disclosures.
The International Accounting Standards Board (IASB) voted in November 2022 to retain the impairment-only model for the subsequent measurement of goodwill and not introduce an amortization approach. This decision aligns with the FASB’s conclusion that currently there is no clear case to change the accounting for goodwill. It also ends several years of heated public debate on the matter. The attention now turns to the IASB‘s project to improve disclosures about business combinations and the effectiveness of the goodwill impairment test.
In 2004, the IASB issued IFRS 31 and revised IAS 362 to adopt the impairment-only model and require goodwill to be tested for impairment at least annually. Previously3, goodwill was amortized over its useful life with a rebuttable presumption that its useful life did not exceed 20 years.
In 2013, the IASB started a post-implementation review4 of IFRS 3, and many participants in the review suggested reintroducing goodwill amortization, arguing the impairment test does not work as intended. In response to the feedback, the IASB then investigated whether it could improve the impairment test at a reasonable cost, and also whether it should reintroduce goodwill amortization.
In a Discussion Paper published in 2020, the IASB proposed to retain the impairment-only model but feedback was mixed, for conceptual and practical reasons. Those in favor of reintroducing amortization of goodwill reiterated that the impairment test does not work as intended. They also argued, among other things, that goodwill is a wasting asset, balances are too high, and amortization is simpler and would take the pressure off the impairment test. Those against amortization argued, for example, that goodwill is not a wasting asset with a determinable useful life, and that an impairment-only model makes management more accountable.
Eventually, the IASB concluded in November 2022 that there is not a compelling case to justify potentially reintroducing amortization of goodwill either to improve the information provided to financial statement users or to reduce costs and complexity.
The IASB is now working on an Exposure Draft5 exploring how new disclosures would help financial statements users understand the benefits an entity’s management expects from a business combination and the extent to which management’s objectives for business combinations are being met. The IASB is also considering possible improvements to the effectiveness of the impairment testing of cash-generating units containing goodwill.
Disclosure proposals discussed to date include the following.5
| New possible disclosures | For all material business combinations | Only for ‘strategically important’ business combinations (A) |
|---|---|---|
| Subject to a possible exemption (B) | In the year of acquisition, quantitative information about expected synergies disaggregated by category (e.g. total revenue or cost synergies), when the synergistic benefits are expected to start, and how long they are expected to last. This would expand the requirement to disclose qualitative information about factors making up goodwill. | In the year of acquisition, information about management’s:
|
| No disclosure exemption proposed at this stage | In the year of acquisition, the strategic rationale for undertaking the business combination. This would replace the requirement to disclose the ‘primary reasons for the business combination’. | In subsequent periods, information about the extent to which management’s objectives are being met, using the above metrics. |
(A) ‘Strategically important’ business combinations would be those for which not meeting the objectives would seriously jeopardize the company’s achievement of its overall business strategy. These business combinations would be identified using quantitative and qualitative thresholds. For example, the quantitative threshold would be met if the acquired business represents more than 10% of the reporting entity’s revenue, operating profit or total assets. The qualitative threshold would be met if the business combination results in the acquirer entering a new geographical area or a new major line of business.
(B) A proposed disclosure exemption would be made available as illustrated in the above table to address certain practical concerns around commercial sensitivity and litigation risk. This exemption would be allowed if disclosing a particular item of information can be expected to seriously prejudice any of the entity’s objectives for the business combination.
The US GAAP business combinations guidance was developed in a joint project with the IASB and is converged in many respects with IFRS Accounting Standards. For example, the two goodwill accounting models are both impairment-only, although they are not identical (see KPMG article Goodwill impairment: IFRS® Accounting Standards vs. US GAAP to understand differences).
The FASB received similar feedback from its stakeholders about the costs and benefits of the existing guidance on the subsequent accounting for goodwill and, over the last decade, has made several attempts at simplifying and improving this guidance.
There is no equivalent under US GAAP to the new business combination disclosures currently being discussed by the IASB.
Both Boards have decided not to reintroduce goodwill amortization at this time. Future decisions are expected from the IASB on the impairment testing for cash-generating units with goodwill and on business combinations to provide investors with more useful information at a reasonable cost. These changes could lead to potential divergence between US GAAP and IFRS Accounting Standards.
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