A Roadmap to Impairments and Disposals of Long-Lived Assets and Discontinued Operations
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A Roadmap to Impairments and Disposals of Long-Lived Assets and Discontinued Operations October 2020 The FASB Accounting Standards Codification® material is copyrighted by the Financial Accounting Foundation, 401 Merritt 7, PO Box 5116, Norwalk, CT 06856-5116, and is reproduced with permission. This publication contains general information only and Deloitte is not, by means of this publication, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified professional advisor. Deloitte shall not be responsible for any loss sustained by any person who relies on this publication. 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Publications in Deloitte’s Roadmap Series Business Combinations Business Combinations — SEC Reporting Considerations Carve-Out Transactions Comparing IFRS Standards and U.S. GAAP Consolidation — Identifying a Controlling Financial Interest Contingencies, Loss Recoveries, and Guarantees Contracts on an Entity’s Own Equity Convertible Debt Current Expected Credit Losses Distinguishing Liabilities From Equity Earnings per Share Environmental Obligations and Asset Retirement Obligations Equity Method Investments and Joint Ventures Equity Method Investees — SEC Reporting Considerations Fair Value Measurements and Disclosures (Including the Fair Value Option) Foreign Currency Transactions and Translations Guarantees and Collateralizations — SEC Reporting Considerations Impairments and Disposals of Long-Lived Assets and Discontinued Operations Income Taxes Initial Public Offerings Leases Noncontrolling Interests Non-GAAP Financial Measures and Metrics Revenue Recognition SEC Comment Letter Considerations, Including Industry Insights Segment Reporting Share-Based Payment Awards Statement of Cash Flows iii Contents Preface ix Contacts x Chapter 1 — Overview and Scope 1 1.1 Overview 1 1.2 OverviewoftheAccountingandReportingforLong-LivedAssetsandDiscontinuedOperations 1 1.2.1 Long-Lived Assets Classified as Held and Used 3 1.2.2 Long-Lived Assets to Be Disposed of by Sale 3 1.2.3 Long-Lived Assets to Be Disposed of Other Than by Sale 3 1.2.4 Discontinued Operations 4 1.2.5 Presentation and Disclosure Requirements for Disposals That Are Not Discontinued Operations 4 1.2.6 Presentation and Disclosure Requirements for Disposals That Are Discontinued Operations 4 1.2.7 Reporting Considerations for SEC Registrants 5 1.3 ScopeofASC360-10—ImpairmentorDisposalofLong-LivedAssets 5 1.4 ScopeofASC205-20—PresentingDiscontinuedOperations 9 Chapter2—Long-LivedAssetsClassifiedasHeldandUsed 11 2.1 Overview 11 2.2 WhentoTestaLong-LivedAsset(AssetGroup)forRecoverability 12 2.3 GroupingLong-LivedAssetsClassifiedasHeldandUsed 13 2.3.1 Entity-Wide Assets 16 2.3.2 Goodwill in Asset Groups 17 2.3.3 Debt and Other Liabilities in Asset Groups 18 2.3.4 Right-of-Use Assets and Lease Liabilities in Asset Groups 18 2.3.4.1 Entity Is a Lessee in a Finance Lease 19 2.3.4.2 Entity Is a Lessee in an Operating Lease 19 2.3.5 Deferred Taxes in Asset Groups 21 2.3.6 Foreign Currency Translation in Asset Groups 21 2.3.7 Order of Impairment Testing When an Asset Group Is Held and Used 22 2.3.8 Changes in Asset-Group Determinations 24 iv Contents 2.4 TestingLong-LivedAssetsforRecoverability 24 2.4.1 Estimates of Future Cash Flows Used to Test Long-Lived Assets for Recoverability 25 2.4.1.1 Estimates of Future Cash Flows Are Undiscounted and Based on the Entity’s Expected Use of the Asset Group 25 2.4.1.2 Estimates of Future Cash Flows Arising From the Eventual Disposition of the Asset Group 26 2.4.1.3 Estimates of Future Cash Flows Should Be Reasonable 26 2.4.1.4 Interest Charges 28 2.4.2 Cash Flow Estimates Based on Facts and Circumstances That Exist as of the Testing Date 28 2.4.3 Probability-Weighted and Best-Estimate Cash Flow Approaches 29 2.4.4 Primary Asset and the Cash Flow Estimation Period 33 2.4.5 Expenditures for Assets That Are in Use 34 2.4.6 Expenditures for Assets That Are Under Development 35 2.4.7 Certain Site Restoration and Environmental Exit Costs 37 2.4.8 Assets Subject to Asset Retirement Obligations 40 2.5 MeasurementofanImpairmentLoss 41 2.5.1 Determining the Fair Value of an Asset Group 41 2.5.1.1 Exit Price 42 2.5.1.2 Unit of Valuation Versus Unit of Account 42 2.5.1.3 Highest and Best Use 42 2.5.1.4 Market Participants 43 2.5.1.5 Principal (or Most Advantageous) Market 43 2.5.1.6 Valuation Techniques 43 2.5.2 Assets Subject to Nonrecourse Debt 43 2.5.3 Allocating an Impairment Loss to the Assets in the Asset Group 44 2.6 AdjustedCarryingAmountBecomesNewCostBasis 46 2.7 DepreciationandAmortizationEstimates 48 2.8 AssetsThatProvideNoFutureBenefit 50 2.9 PresentationofanImpairmentLoss 50 2.10 DisclosuresRelatedtoRecognitionofanImpairmentLoss 51 2.11 Early-WarningDisclosuresWhenFutureImpairmentsAreReasonablyPossible 52 Chapter3—Long-LivedAssetstoBeSold 54 3.1 Overview 54 3.2 GroupingAssetstoBeSold 54 3.3 Held-for-SaleCriteria 55 3.3.1 Management, Having the Authority to Approve the Action, Commits to a Plan 55 3.3.2 Available for Immediate Sale in Its Present Condition 56 3.3.3 An Active Program to Locate a Buyer and Other Actions Required to Complete the Plan Have Been Initiated 58 3.3.4 The Sale Is Probable and Is Expected to Be Complete Within One Year 58 3.3.5 Actively Marketed at a Reasonable Price 61 3.3.6 Unlikely That Significant Changes Will Be Made to the Plan or the Plan Will Be Withdrawn 61 v Deloitte | A Roadmap to Impairments and Disposals of Long-Lived Assets and Discontinued Operations (2020) 3.4 IncludingSpecificItemsinaDisposalGroup 62 3.4.1 Goodwill 62 3.4.2 Cumulative Translation Adjustment and Other Items of Accumulated Other Comprehensive Income 64 3.5 MeasuringtheCarryingValueofaDisposalGroupUponClassificationasHeldforSale 64 3.5.1 Order of Impairment Testing When a Disposal Group Is Held for Sale 66 3.5.2 Measuring the Fair Value of a Disposal Group 67 3.5.3 Costs to Sell 68 3.5.4 Loss That Exceeds the Carrying Amount of Long-Lived Assets Within the Disposal Group 68 3.5.5 Newly Acquired Long-Lived Assets 69 3.6 SubsequentMeasurementWhileaDisposalGroupIsClassifiedasHeldforSale 70 3.6.1 Depreciation and Amortization 70 3.7 Long-LivedAssetstoBeDisposedofinExchangeforNoncashAssetsinaTransaction AccountedforatFairValue 71 3.8 RecognitionofaGainorLossUponSaleoftheDisposalGroup 71 3.9 ChangestoaPlanofSale 74 3.10 ConsiderationofSubsequentEventsforAssessingHeld-for-SaleClassification 75 Chapter4—Long-LivedAssetstoBeDisposedofOtherThanbySale 77 4.1 Overview 77 4.2 AssetstoBeAbandoned 77 4.3 ANonmonetaryExchangeMeasuredontheBasisoftheRecordedAmountofthe AssetsRelinquished 79 4.4 AssetstoBeDistributedtoOwnersinaSpin-Off 79 Chapter5—DiscontinuedOperations 83 5.1 Overview 83 5.2 CriteriaforReportingaDiscontinuedOperation 83 5.2.1 Component of an Entity 84 5.2.2 Strategic Shift That Has (or Will Have) a Major Effect 85 5.3 DisposalsThatOccurOverMultipleReportingPeriods 89 5.4 NormallyOccurringDisposals 89 5.5 ContinuingInvolvement 90 5.6 ABusinessorNonprofitActivityClassifiedasHeldforSaleUponAcquisition 91 5.7 ConsiderationofSubsequentEventsforAssessingDiscontinued-OperationsPresentation 91 Chapter6—PresentationandDisclosureRequirementsforDisposalsThatAreNot ReportedasDiscontinuedOperations 92 6.1 Overview 92 6.2 BalanceSheetPresentationforAssets(DisposalGroups)ClassifiedasHeldforSaleThatAreNot DiscontinuedOperations 92 6.3 IncomeStatementPresentationforDisposalsThatAreNotDiscontinuedOperations 93 6.3.1 Income Statement Presentation for Real Estate Investment Trusts 93 vi Contents 6.4 DisclosuresforDisposalsThatAreNotDiscontinuedOperations 94 6.5 DisclosuresforIndividuallySignificantAssets(DisposalGroups)ThatAreNot DiscontinuedOperations 95 6.6 FlowchartIllustratingtheRequiredDisclosuresforAssets(DisposalGroups)ThatAre NotDiscontinuedOperations 96 Chapter7—PresentationandDisclosureRequirementsforDisposalsThat AreReportedasDiscontinuedOperations 98 7.1 Overview 98 7.2 BalanceSheetPresentationofDiscontinuedOperations 98 7.3 IncomeStatementPresentationofDiscontinuedOperations 102 7.4 PresentationofIncomeStatementItemsinDiscontinuedOperations 104 7.4.1 Asset Impairment Charges 104 7.4.2 Adjustments to Amounts Previously Reported in Discontinued Operations 104 7.4.2.1 Classification and Disclosure of Contingencies 104 7.4.2.2 Settlement of Employee Benefit Plan Obligations 106 7.4.3 Allocation of Interest to Discontinued Operations 107 7.4.4 Allocating Direct Expenses (but Not Indirect Expenses) to Discontinued Operations 107 7.4.5 Allocating the Cost of Shared Assets to Discontinued Operations 108 7.4.6 Intercompany Sales Between an Entity and a Discontinued