Goodwill in Accounting: Definition, Formula & Impairment Testing

Goodwill is the extra value a business pays when it buys another company for more than the fair value of its identifiable assets. That extra amount reflects things like brand reputation, loyal customers, strong relationships, and other advantages that help generate future income.

In this guide, we’ll define goodwill in accounting, break down how it’s calculated, explain how impairment works, and show why this intangible asset plays such an important role in acquisitions and financial reporting.

What is Goodwill?

In accounting, goodwill is an intangible asset that shows up on a company’s balance sheet after it buys another business. In other words, goodwill is the extra amount paid beyond the fair value of the company’s identifiable assets and liabilities. Goodwill can also be looked at as the value representing all the hard work a seller has put into a business over the years. 

So why would a buyer pay more than what the numbers say a business is worth? Because not everything that makes a company valuable can be easily measured.

Goodwill reflects things that help a business earn money over time but don’t appear as separate line items, such as a well-known brand and solid reputation, loyal customers and long-term relationships, an experienced management team or skilled employees, unique processes or know-how, and a strong market position or strategic location.

Together, these factors give a business an edge over competitors and increase its future earning potential, which is why buyers are often willing to pay a premium for them. 

What Goodwill Means in a Business Acquisition

Goodwill only comes into play when one company buys another. In mergers and acquisitions, goodwill represents the extra amount a buyer is willing to pay above the fair market value of the business’s identifiable assets and liabilities.

For example, if Company A pays more for Company B than what its assets and liabilities are worth on paper, the difference is recorded as goodwill. That premium reflects things like brand reputation, loyal customers, experienced management, or a strong market position—factors that add real value but aren’t easy to measure individually.

Companies can’t record goodwill they build on their own over time. Accounting rules only allow goodwill to be recognized when it’s purchased as part of an acquisition, which helps keep financial reporting consistent and prevents businesses from overstating their asset values.

How Goodwill Appears on a Balance Sheet

What is goodwill on a balance sheet? Goodwill is listed as an intangible, non-current asset in the assets section.

You’ll usually find it grouped like this:

Assets

• Current assets
• Property, plant, and equipment
• Intangible assets (Patents, Trademarks, Goodwill)

This format clearly distinguishes goodwill from tangible assets and other identifiable intangible assets. Unlike depreciation for physical assets or amortization for intangible assets, goodwill is not systematically amortized under current standards. Instead, it remains at historical cost unless impairment testing reveals a decrease in value.

How to Calculate Goodwill

How is goodwill calculated? The formula itself is simple. The real work comes from proper bookkeeping practices and accurately valuing the assets and liabilities involved in the deal.

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Goodwill Formula

Goodwill = Purchase Price − Fair Value of Net Identifiable Assets

Put another way:

Goodwill = Purchase Price − (Fair Value of Assets − Fair Value of Liabilities)

Step-by-Step: How to Calculate Goodwill

1. Determine the purchase price – Start with the total amount paid for the business, including cash, stock, and any liabilities the buyer agrees to take on.
2. Identify all assets – List everything the business owns, such as property, equipment, inventory, patents, trademarks, and customer-related assets.
3. Assign fair market values – Use current market values to estimate what each asset is worth in an open market.
4. Identify all liabilities – Include debts, accounts payable, deferred revenue, and other obligations.
5. Calculate net identifiable assets – Subtract the fair value of liabilities from the fair value of assets.
6. Calculate goodwill – Subtract the net identifiable assets from the purchase price. The remaining amount is goodwill.

Step-by-Step Goodwill Calculation Example

Let’s work through a practical example:

Scenario: Tech Solutions Inc. buys Digital Innovations LLC for $5,000,000.

1. Purchase price Total paid: $5,000,000

2. Fair value of assets

• Property & equipment: $800,000
• Inventory: $200,000
• Accounts receivable: $150,000
• Patents: $500,000
• Customer database: $300,000
• Total assets: $1,950,000

3. Fair value of liabilities

• Accounts payable: $100,000
• Long-term debt: $250,000
• Deferred revenue: $50,000
• Total liabilities: $400,000

4. Net identifiable assets $1,950,000 − $400,000 = $1,550,000

5. Goodwill $5,000,000 − $1,550,000 = $3,450,000

Tech Solutions records $3,450,000 in goodwill, reflecting the value of the brand, customer relationships, employees, and growth potential that don’t appear as separate assets. 

Tip: Understanding profitability ratios helps evaluate whether this goodwill investment will generate adequate returns.

Understanding Goodwill Impairment

Goodwill impairment happens when the value of goodwill on the books is higher than what the business is actually worth today. This usually occurs when the acquired company doesn’t perform as expected or when market conditions worsen, leading to cash flow problems.

When goodwill is impaired, the reduction is permanent. Once it’s written down, it can’t be reversed—even if the business improves later. The impairment loss is recorded on the income statement, which can significantly impact reported profits.

How Goodwill Impairment Tests Are Performed

Companies are required to test goodwill for impairment at least once a year, or sooner if warning signs appear.

Common triggering events include a sharp drop in business performance, major changes in the industry or market, increased competition, economic downturns, or loss of key customers or leadership.

To perform the test, companies identify the reporting units that include goodwill, estimate the fair value of each reporting unit, compare that value to its carrying amount including goodwill, and record an impairment loss if the carrying amount is higher.

According to the Federal Acquisition Regulation (FAR), goodwill impairment losses are generally unallowable costs for government contracting purposes.

Accounting Treatment of Goodwill

The accounting treatment of goodwill follows specific recognition and measurement rules affecting your business structure and financial reporting.

Initial Recognition: Record goodwill using proper journal entries:

• Debit: Net Identifiable Assets
• Debit: Goodwill
• Credit: Cash/Stock/Liabilities

Subsequent Measurement: Under current U.S. GAAP, goodwill is not amortized for public companies and is instead tested annually for impairment. However, private companies may elect a simplified accounting option that allows goodwill to be amortized over up to 10 years, with impairment testing required only when triggering events occur.

Impairment Recognition: When impairment is identified:

• Debit: Goodwill Impairment Loss (Income Statement)
• Credit: Goodwill (Balance Sheet)

This charge reduces both goodwill and net income, affecting overall performance. Understanding proper journal entry accounting ensures accurate goodwill recording across your chart of accounts.

Types of Goodwill: Purchased vs Internally Generated

Purchased Goodwill

Purchased goodwill arises from business combinations where one company acquires another. This type is the only goodwill recognized on financial statements because it has an objective transaction price, is verifiable through purchase documentation, and represents actual cash or consideration paid.

Companies record purchased goodwill as an asset and subject it to annual impairment testing through regular audit procedures.

Internally Generated Goodwill

Self-generated goodwill develops through a company’s own operations—building brand reputation, developing customer relationships, creating operational excellence, and establishing market leadership.

While real and valuable, accounting standards prohibit recording internally generated goodwill because it’s subjective, difficult to measure reliably, not verifiable through transactions, and recording it would allow manipulation of financial statements.

This inherent goodwill exists but remains off the balance sheet unless another company pays a premium to acquire the business.

Goodwill vs Other Intangible Assets

Goodwill differs from other intangible assets in key ways:

Understanding these factors helps distinguish goodwill from other assets when preparing financial projections.

Why Goodwill Matters to Investors and Business Owners

Goodwill provides important insights for financial analysis and business valuation.

For Investors: High goodwill relative to total assets suggests aggressive acquisition strategy. Excessive goodwill may indicate overpayment, similar to paying above-market rates that hurt your profit margin. Large goodwill balances create potential for significant future write-downs that reduce reported earnings.

For Business Owners: Knowing how buyers calculate goodwill helps in business sale negotiations. Understanding goodwill factors helps maximize sale price by demonstrating intangible value, and properly calculating goodwill ensures sound acquisition pricing.

Real-World Examples of Goodwill in Mergers & Acquisitions

Large acquisitions offer clear examples of how goodwill shows up in real life. 

These deals highlight how intangible assets now drive the majority of company value in the modern economy, showing why goodwill plays such a central role in mergers and acquisitions.

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Conclusion

In accounting, goodwill captures the extra value that makes a business worth more than just its physical assets. Knowing how goodwill is calculated, when it can be impaired, and how it appears on financial statements helps investors, business owners, and finance teams make smarter decisions.
Whether you’re considering an acquisition, reviewing a company’s financials, or preparing to sell your business, goodwill plays an important role in how value is measured. When handled correctly under accrual basis accounting, goodwill helps ensure financial statements reflect what a business is truly worth—not just what shows up on paper.