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Selected: acquired entity ×intangible assets ×

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1.Exploring the Concept of Push Down Accounting[Original Blog]

Push down accounting is a method of accounting that allocates the cost of an acquisition to the acquired entity's assets and liabilities. This means that the acquirer's basis in the acquired entity is reflected in the separate financial statements of the acquired entity, as if the acquired entity had purchased itself. Push down accounting can have significant implications for the valuation of the acquired entity, as it affects the book value of its net assets, the amount of goodwill recognized, and the future earnings and cash flows. In this section, we will explore the concept of push down accounting from different perspectives, such as the acquirer, the acquired entity, and the investors. We will also discuss the advantages and disadvantages of push down accounting, and provide some examples of how it works in practice.

Some of the points that we will cover in this section are:

1. The rationale behind push down accounting. Push down accounting is based on the premise that the fair value of the acquired entity at the acquisition date is more relevant than its historical cost. By applying push down accounting, the acquired entity's assets and liabilities are adjusted to reflect their fair values, which may differ significantly from their carrying amounts. This provides a more realistic representation of the acquired entity's financial position and performance, and aligns it with the acquirer's perspective.

2. The impact of push down accounting on the acquired entity's financial statements. Push down accounting can have a significant impact on the acquired entity's balance sheet, income statement, and cash flow statement. Some of the effects are:

- The acquired entity's net assets are increased or decreased by the difference between the fair value and the carrying amount of its assets and liabilities. This may result in a change in the acquired entity's equity, as well as the recognition of goodwill or a gain on bargain purchase.

- The acquired entity's depreciation and amortization expenses are based on the fair values of its depreciable and intangible assets, rather than their historical costs. This may affect the acquired entity's earnings and profitability.

- The acquired entity's interest expense and income tax expense are based on the fair values of its debt and deferred tax liabilities, rather than their carrying amounts. This may affect the acquired entity's cash flows and tax obligations.

3. The advantages and disadvantages of push down accounting. Push down accounting has some benefits and drawbacks for the acquirer, the acquired entity, and the investors. Some of them are:

- Push down accounting can simplify the consolidation process, as the acquirer and the acquired entity have the same basis in the net assets. This can reduce the need for eliminating entries and adjustments in the consolidated financial statements.

- Push down accounting can provide more transparent and comparable information for the users of the acquired entity's financial statements, as they can see the effects of the acquisition on the acquired entity's assets and liabilities, and how they are valued by the acquirer.

- Push down accounting can also affect the acquired entity's financial ratios and performance indicators, such as return on assets, return on equity, debt-to-equity ratio, and earnings per share. This can have implications for the acquired entity's contractual obligations, such as debt covenants, dividend policies, and compensation plans, as well as its market valuation and credit rating.

4. The examples of push down accounting in practice. Push down accounting is not mandatory under the International financial Reporting standards (IFRS) or the US Generally accepted Accounting principles (US GAAP), but it is allowed under certain circumstances. Some of the examples of push down accounting in practice are:

- In 2018, Microsoft acquired GitHub, a leading software development platform, for $7.5 billion. Microsoft applied push down accounting to GitHub's separate financial statements, and recognized $6.5 billion of goodwill and $1 billion of intangible assets, such as customer relationships and technology. This increased GitHub's net assets by $7.5 billion, and its annual amortization expense by $100 million.

- In 2019, Disney acquired 21st Century Fox, a global media and entertainment company, for $71.3 billion. Disney did not apply push down accounting to Fox's separate financial statements, and retained Fox's historical cost basis in its assets and liabilities. This resulted in a lower book value of Fox's net assets, and a higher amount of goodwill and intangible assets recognized by Disney.

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