characterise one of these bases as determining its operating segments. [IFRS 8.10].
Similarly, the entity will have to allocate its goodwill to CGUs or groups of CGUs no
larger than operating segments even if this means an allocation of goodwill between
segments on a basis that does not correspond with the way it is monitored for internal
management purposes.
8.1.4.A
Changes to operating segments
Changes to the way in which an entity manages its activities may result in changes to its
operating segments. An entity may have to reallocate goodwill if it changes its operating
segments, particularly if the entity has previously allocated goodwill at or close to
segment level. Such a reallocation of goodwill is due to a change in circumstances and
therefore will not be a change in accounting policy under IAS 8. [IAS 8.34]. This means
that the previous impairment test will not need to be re-performed retrospectively.
1494 Chapter 20
In two situations, the disposal of an operation within a CGU and a change in the
composition of CGUs due to a reorganisation, which are described at 8.5 below, IAS 36
proposes a reallocation based on relative values, unless another basis is more
appropriate. A reallocation of goodwill driven by the identification of new operating
segments is another form of reorganisation of the reporting structure, so the same
methodology is appropriate. The entity should use a relative value approach, unless it
can demonstrate that some other method better reflects the goodwill associated with
the reorganised units (see 8.5.1 below). [IAS 36.87].
This means a method based on the activities in their current state; e.g. an entity should
not attempt to revert to the historical goodwill as it arose on the various acquisitions.
Generally an impairment review would be performed prior to the reallocation of goodwill.
An important issue in practice is the date from which the revised goodwill allocation
applies. The goodwill allocation must be based on the way in which management is
actually monitoring activities and cannot be based on management intentions. Under
IFRS 8, operating segments are identified on the basis of internal reports that are
regularly reviewed by the entity’s chief operating decision maker in order to allocate
resources to the segment and assess its performance. [IFRS 8.5]. Therefore, goodwill
cannot be allocated to the revised operating segments until it can be demonstrated that
the chief operating decision maker is receiving the relevant internal reports for the
revised segments.
8.1.4.B
Aggregation of operating segments for disclosure purposes
IFRS 8 allows an entity to aggregate two or more operating segments into a single
reporting segment if this is ‘consistent with the core principles’ and, in particular, if the
segments have similar economic characteristics. [IFRS 8.12]. Whilst this is specifically in
the context of segmental reporting, it might also, in isolation, have suggested that
individual operating segments could also be aggregated to form one operating segment
that would also apply for impairment purposes. The ‘unit of accounting’ for goodwill
impairment is before any aggregation. [IAS 36.80(b)].
8.1.5 Goodwill
initially
unallocated to cash-generating units
IFRS 3 allows a ‘measurement period’ after a business combination to provide the
acquirer with a reasonable time to obtain the information necessary to identify and
measure all of the various components of the business combination as of the acquisition
date in accordance with the standard. [IFRS 3.46]. The measurement period ends as soon
as the acquirer receives the information it is seeking and cannot exceed one year from
the acquisition date. [IFRS 3.45].
IAS 36 recognises that in such circumstances, it might also not be possible to complete the
initial allocation of the goodwill to a CGU or group of CGUs for impairment purposes
before the end of the annual period in which the combination is effected. [IAS 36.85]. Where
this is the case the goodwill (or part of it) is left unallocated for that period. Goodwill must
then be allocated before the end of the first annual period beginning after the acquisition
date. [IAS 36.84]. The standard requires disclosure of the amount of the unallocated goodwill
together with an explanation as to why that is the case (see 13.3 below).
Impairment of fixed assets and goodwill 1495
The question arises as to whether the entity ought to test in such circumstances the
goodwill acquired during the current annual period before the end of the current annual
period or in the following year if the annual impairment testing date is before the
allocation of goodwill is completed.
In our view, it will depend on whether an entity is able during the ‘measurement period’
and until the initial allocation of goodwill is completed to quantify goodwill with sufficient
accuracy and allocate goodwill on a provisional basis to CGUs or group of CGUs.
If the entity is able to quantify goodwill with sufficient accuracy, a provisional allocation
of goodwill could be made in the following circumstances:
(a) the entity might know that all goodwill relates to a single CGU or to a group of
CGUs no larger than a single operating segment; or
(b) the entity may know that the initial accounting for the combination is complete in
all material respects, although some details remain to be finalised.
In circumstances where a provisional allocation of goodwill could be made, an entity
should, in our view, tests this provisional goodwill for impairment in accordance with
IAS 36 during the annual period in which the acquisition occurred and in the following
years annual impairment test, even if this is before the allocation of goodwill is completed.
In addition, we believe an entity should carry out an impairment test where there are
indicators of impairment. This is the case even if the fair values have not been finalised
and the goodwill amount is only provisional or goodwill has not necessarily been
allocated to the relevant CGUs or CGU groups and the test therefore has to be carried
out at a higher, potentially even at the reporting entity, level.
In our view, an entity would not need to test the goodwill for impairment until the
allocation of goodwill has been finalised, if a provisional allocation of goodwill could
not be made and there are no indications of impairment.
When the allocation of goodwill is finalised, in the first annual period after the
acquisition date, the entity must consider appropriate actions.
In our view, the acquirer should test in some circumstances the final allocated goodwill
for impairment retrospectively, on the basis that the test on provisional goodwill was in
fact the first impairment test applying IAS 36. In the following cases an entity should
update the prior year’s impairment test retrospectively:
• if the entity allocated provisional goodwill to CGUs, although it had not completed
its fair value exercise, and tested provisional goodwill of impairment in accordance
with IAS 36 (see above); or
• if the entity did not allocate provisional goodwill to the related CGUs but there
were indicators of impairment and th
e entity tested the provisional goodwill
potentially at a different level to the ultimate allocation and the impairment test
resulted in an impairment (see above).
If the entity did not allocate provisional goodwill to CGUs, there were indicators that
the provisional goodwill may have been impaired and the impairment test at a higher,
potentially entity, level, did not result in an impairment, the entity can choose whether
to update the prior year’s impairment test retrospectively, but is not required to do so.
1496 Chapter 20
In all other scenarios, the acquirer performs only a current year impairment test (i.e.
after the allocation has been completed) on a prospective basis.
If the acquirer updates the prior year’s impairment test as outlined above, this update
could decrease the original goodwill impairment recognised. Such a decrease is an
adjustment to the original goodwill impairment. This will not qualify as a reversal and
does not violate the prohibition on reversing any goodwill impairments in paragraph 124
of IAS 36. See 11.3 below.
If an entity were to change its annual reporting date, it could mean that it has a shorter
period in which to allocate goodwill as IAS 36 requires that allocation of goodwill for
impairment purposes is completed by the end of the first annual period after the
acquisition and not within 12 months as required by IFRS 3. [IAS 36.84].
Example 20.21: Impact of shortened accounting period
Entity A prepares its financial statements for annual periods ending on 31 December. It acquired Entity B on
30 September 20X0. In accounting for this business combination in its financial statements for the year ended
31 December 20X0, Entity A has only been able to determine the fair values to be assigned to Entity B’s
assets, liabilities and contingent liabilities on a provisional basis and has not allocated the resulting provisional
amount of goodwill arising on the acquisition to any CGU (or group of CGUs). During 20X1, Entity A
changes its annual reporting date to June and is preparing its financial statements as at its new period end of
30 June 20X1. IFRS 3 does not require the fair values assigned to Entity B’s net assets (and therefore the
initial amount of goodwill) to be finalised by that period end, since Entity A has until 30 September 20X1 to
finalise the values. However, IAS 36 would appear to require the allocation of the goodwill to CGUs for
impairment purposes be completed by the date of the 30 June 20X1 financial statements since these are for
the first annual period beginning after the acquisition date, despite the fact that the initial accounting under
IFRS 3 is not yet complete. The entity would therefore need to test goodwill for impairment for the financial
reporting period ending 30 June 20X1.
8.2
When to test cash-generating units with goodwill for
impairment
IAS 36 requires a CGU or group of CGUs to which goodwill has been allocated to be
tested for impairment annually by comparing the carrying amount of the CGU or
group of CGUs, including the goodwill, with its recoverable amount. [IAS 36.90]. The
requirements of the standard in relation to the timing of such an annual impairment
test (which need not be at the period end) are discussed below. This annual
impairment test is not a substitute for management being aware of events occurring
or circumstances changing between annual tests that might suggest that goodwill is
impaired. [IAS 36.BC162]. IAS 36 requires an entity to assess at each reporting date
whether there is an indication that a CGU may be impaired. [IAS 36.9]. So, whenever
there is an indication that a CGU or group of CGUs may be impaired it is to be tested
for impairment by comparing the carrying amount, including the goodwill, with its
recoverable amount. [IAS 36.90].
If the carrying amount of the CGU (or group of CGUs), including the goodwill, exceeds
the recoverable amount of the CGU (or group of CGUs), then an impairment loss has to
be recognised in accordance with paragraph 104 of the standard (see 11.2 below).
[IAS 36.90].
Impairment of fixed assets and goodwill 1497
8.2.1
Timing of impairment tests
IAS 36 requires an annual impairment test of CGUs or groups of CGUs to which goodwill
has been allocated. The impairment test does not have to be carried out at the end of
the reporting period. The standard permits the annual impairment test to be performed
at any time during an annual period, provided the test is performed at the same time
every year. Different CGUs may be tested for impairment at different times.
However, if some or all of the goodwill allocated to a CGU or group of CGUs was
acquired in a business combination during the current annual period, that unit must be
tested for impairment before the end of the current annual period. [IAS 36.96].
The IASB observed that acquirers can sometimes ‘overpay’ for an acquiree, so that the
amount initially recognised for the business combination and the resulting goodwill
exceeds the recoverable amount of the investment. The Board was concerned that
without this requirement it might be possible for entities to delay recognising such an
impairment loss until the annual period after the business combination. [IAS 36.BC173].
It has to be said that the wording of the requirement may not achieve that result, as the
goodwill may not have been allocated to a CGU in the period in which the business
combination occurs. The time allowed for entities to allocate goodwill may mean that
this is not completed until the period following the business combination. [IAS 36.84]. The
potential consequences of this are discussed at 8.1.5 above.
Consider also the following example.
Example 20.22: Testing for impairment of goodwill allocated in the period after
acquisition after the annual impairment testing date
Entity A prepares its financial statements for annual reporting periods ending on 31 December. It performs its
annual impairment test for all cash-generating units (CGUs) to which it has allocated goodwill at 30 September.
On 31 October 20X0, Entity A acquires Entity B. Entity A completes the initial allocation of goodwill to
CGUs at 31 October 20X1, before the end of the annual reporting period on 31 December 20X1. Therefore,
Entity A does not allocate the goodwill until after its annual date for testing goodwill, 30 September 20X1.
There are no indicators of impairment of goodwill at 31 December 20X0. If there is any such indicator, Entity A
is required to test goodwill for impairment at that date, regardless of the date of its annual impairment test. At
31 December 20X0, the entity had not yet allocated its goodwill and did not test it for impairment, because there
were no impairment indications at that time. During 20X1, Entity A receives the information it was seeking about
facts and circumstances that existed as of the acquisition date, but it does not finalise the fair values assigned to
Entity B’s net assets (and therefore the initial amount of goodwill) until 31 October 20X1. IAS 36 requires
Entity A to allocate the goodwill to CGUs by the end of the financial year. It does this by December 20X1.
In this case, at the time of carrying out its annual impairment tests at 30 September 20X1, Entity A has not yet
allocated the goodwill relating to Entity B; th
erefore no impairment test of that goodwill needs to be carried out at
that time, provided there are no indicators of impairment. When it does allocate the goodwill by December 20X1,
the requirement to perform an impairment test for the CGUs to which this goodwill is allocated does not seem to
be applicable since the goodwill does not relate to a business combination during the current annual period. It
actually relates to a business combination in the previous period; it is just that it has only been allocated for
impairment purposes in the current period. Nevertheless Entity A should perform an updated impairment test for
the CGUs to which this goodwill is allocated for the purposes of its financial statements for the year ended
31 December 20X1 since this would seem to be the intention of the IASB. Not to do so, would mean that the
goodwill would not be tested for impairment until September 20X2, nearly 2 years after the business combination.
1498 Chapter 20
IAS 36 requires the annual impairment test for a CGU to which goodwill has been
allocated to be performed at the same time every year but is silent on whether an entity
can change the timing of the impairment test. We believe a change in timing of the
annual impairment test is acceptable if there are valid reasons for the change, the period
between impairment tests does not exceed 12 months and the change is not made to
avoid an impairment charge. The requirement that the period between impairment tests
should not exceed 12 months could mean that an entity would need to test a CGU twice
in a year if, for example, it wanted to change the date of the test from October to
December. In our view it would in general not be appropriate to change the date of the
impairment test again in consecutive years.
8.2.2
Sequence of impairment tests for goodwill and other assets
When a CGU to which goodwill has been allocated is tested for impairment, there may
also be an indication of impairment of an asset within the unit. IAS 36 requires the entity
to test the asset for impairment first and recognise any impairment loss on it before
carrying out the impairment test for the goodwill, although this is unlikely to have any
practical impact as the assets within the CGU by definition will not generate separate
cash flows. An entity will have to go through the same process if there is an indication
International GAAP® 2019: Generally Accepted Accounting Practice under International Financial Reporting Standards Page 295