Business Glossary

What is Goodwill?

The term goodwill has a number of definitions in business. For instance, a company may offer a valued customer a discount on future purchases if the customer has had a poor experience with the brand. This is often referred to as a goodwill gesture or discount.

In accounting and investment terms, however, goodwill has a different meaning. Under international financial reporting standards (IFRS), goodwill is described as an intangible asset that is used to explain the excess purchase price of one company by another.

The value of a company is not just measured in its fixed and current assets, or even the contents of its current financial statement. It is also measured in more ephemeral terms not reported on a balance sheet. This can include the goodwill a brand has built with its consumer base, the intellectual property or proprietary technology it leverages, or the good relations it has with its employees.

As such, an acquiring company may pay a price that’s greater than the net fair value of all of the acquiring company’s assets and assumed liabilities. This extra portion is referred to as goodwill.

Examples of goodwill

After deducting liabilities from assets, Company X determines that Company Y’s net assets are worth $8 billion. However, Company X purchases Company Y for $10 billion. Why? Because Company Y has developed a product that’s a big hit with consumers and has a strong base of loyal brand advocates. Goodwill accounts for this extra $2 billion being added to the purchase price.

A good recent example is the acquisition of Time Warner by Discovery that was approved in 2022. When Discovery purchased the moviemaking giant, it also purchased intellectual properties like DC comics and Wizarding World/Harry Potter characters that command a great deal of goodwill from loyal fanbases. Although the licences to these franchises (also intangible assets) can be bought and sold, the devotion of their fans falls under the definition of goodwill.

However, goodwill is about more than just intellectual properties. It’s anything that makes up the brand identity to which customers have a personal attachment. There are innumerable factors at play here, from the quality of customer service you offer to how easy and flexible you make it for customers to pay you.

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How does goodwill differ from other intangible assets?

Goodwill is not the only asset a company may have that is intangible. However, goodwill differs slightly from other intangible assets such as licences, trademarks or patents.

Unlike these intangible assets, goodwill does not have a defined useful life. Goodwill is also not subject to depreciation. It is indefinite, and can last as long as a brand does.

Frequently asked questions about goodwill

What does goodwill tell you about a company?

Goodwill supplements the net value of a company’s assets to provide a more balanced valuation. Once the fair value of all net assets has been deducted, what remains is goodwill. Likewise, when a company acquires a failing company in a distressed sale, it will likely have negative goodwill.

What are goodwill impairments?

A goodwill impairment is anything that results in a decrease in the goodwill account on a company’s balance sheet. Increased competition, economic downturns, or decreases in cash flow can all cause a company’s intangible assets to be impaired.

Under international financial reporting standards, companies must evaluate the value of their goodwill annually on their financial statements, and record any impairments.

This article is for informational purposes only and does not constitute legal, employment, tax or professional advice. For specific advice applicable to your business, please contact a professional.

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