The filing of the bankruptcy petition by one or more companies within a consolidated group gives rise to consolidation issues depending on which companies are included in the filing. It is important to understand the legal entities and subsidiaries that are included in a Chapter 11 filing. In some cases, only certain subsidiaries, but not the parent, are included in the filing. In other cases, some subsidiaries are excluded from a parent's Chapter 11 filing. The specific provisions of ASC 852 apply only to bankrupt entities. Some of the more common scenarios are presented below.

Bankrupt subsidiary and nonbankrupt parent—Under ASC 810, Consolidation, specifically ASC 810-10-15, consolidation of a majority-owned subsidiary is precluded where control does not rest with the majority owners—for instance, where the subsidiary is in legal reorganization or bankruptcy. Accordingly, when a subsidiary files for bankruptcy, it is usually appropriate for a solvent parent to deconsolidate the subsidiary. Under ASC 810, this loss of control would likely trigger a gain or loss for the parent as the parent would remeasure its retained noncontrolling investment at fair value. The parent should consider whether it needs to separately recognize any obligations related to its ownership of the subsidiary, which may reduce the gain or increase the loss upon deconsolidation. Examples of such obligations might include the parent's guarantees of subsidiary debt or other obligations for which the Court might hold the parent responsible. A parent that has lost control and deconsolidated a bankrupt subsidiary for which the parents provides a guarantee of the subsidiary's debt should recognize a liability under the guidance in ASC 460 for the fair value of the guarantee. In the unusual circumstance when a parent has not lost control of its bankrupt subsidiary, the recognition of a guarantee liability would not be appropriate.

Question BLG 3-8 illustrates when a nonbankrupt parent should deconsolidate a subsidiary that has filed for bankruptcy.

Question BLG 3-9 discusses the accounting treatment when a nonbankrupt parent company derecognizes its negative investment in a subsidiary upon the subsidiary’s filing for bankruptcy.

We are aware that in rare instances, the SEC staff has accepted the continued consolidation of a subsidiary in bankruptcy. For example, there could be a scenario where a parent that had a negative investment in the bankrupt subsidiary, and was the majority shareholder, a priority debt holder, and the subsidiary's single largest creditor. Because of its position as a significant creditor, the parent was able to negotiate a prepackaged bankruptcy with the other creditors. The terms of the bankruptcy, which was expected to be concluded in less than a year, included the majority shareholder retaining majority voting control after the bankruptcy. Under this scenario, the continued consolidation of the subsidiary during the bankruptcy may be more meaningful to investors.

Upon deconsolidation, the equity method usually should not be used to account for a majority-owned subsidiary that is not consolidated because, as a result of bankruptcy, the parent usually does not have significant influence over the investee. Some of the factors to consider in determining if the parent should apply the equity method include whether (1) the parent company operates the subsidiary as debtor-in-possession, (2) other factors indicate that the creditors and other beneficiaries (e.g., litigants) will be made whole in the bankruptcy proceeding (i.e., there are no substantive adverse parties), (3) the facts indicate that the subsidiary will be in bankruptcy for a relatively short period of time, and (4) the bankruptcy filing is being used by the parent company to accomplish certain narrow objectives (such as the rejection of selected leases).

A reporting entity should account for its equity investments that are not consolidated or accounted for under the equity method at fair value, with changes to fair value recorded in current earnings. However, entities are able to elect a measurement alternative if the equity investment does not have a readily determinable fair value and would not qualify for the NAV practical expedient in ASC 820. The measurement alternative measures a reporting entity's investments at cost, less any impairment, with any changes in fair value from observable price changes for the identical or a similar investment of the issuer. Under the measurement alternative, a one-step impairment model is provided under which a reporting entity computes fair value if it has reason to believe the fair value is below the carrying value of the equity investment based on an assessment of impairment indicators. If fair value is below the carrying value of the equity investment, the reporting entity should record an impairment. When an impairment is recorded, the investment should be recorded at fair value determined in accordance with ASC 820.

In situations where a nonbankrupt parent deconsolidates a bankrupt subsidiary, a parent should consider whether the historical operating results of that subsidiary should be reported as discontinued operations following the criteria in ASC 205 and ASC 360. If the parent entity concludes at the time of deconsolidation that the former subsidiary does not qualify for discontinued operations, the subsequent disposition of a cost method investment would not be eligible for discontinued operations treatment.

Refer to Question BLG 3-10 for discussion regarding the appropriateness of a nonbankrupt parent’s continued consolidation of a variable interest entity which has filed for bankruptcy.

Bankrupt parent and nonbankrupt subsidiary—A bankrupt parent should continue to consolidate its nonbankrupt subsidiary because the parent continues to control the subsidiary, notwithstanding the fact that the parent is controlled by the Court.

Bankrupt parent and bankrupt subsidiary—The treatment when both the parent and any subsidiaries are in bankruptcy depends on how the bankruptcy case is treated by the Court. In some cases, a bankrupt parent effectively retains control of a bankrupt subsidiary because they are under the same Court jurisdiction and will be viewed as a group during the bankruptcy process (the group's assets will be used to settle the group's creditors). Therefore, in the eyes of the Court and the creditors, the bankrupt parent and subsidiary are viewed as one entity and continued consolidation may be appropriate.

In other situations, even though both the parent and subsidiary are under the jurisdiction of the same Court which will administer the bankruptcy on a joint basis, the Court may respect the individual entity claims and assets available to satisfy those claims. In these instances, the parent and subsidiary would be described more accurately as under the supervision of the Court. In this situation, the presentation of combined, as opposed to consolidated, financial statements may be more appropriate.

Finally, if the bankrupt parent and bankrupt subsidiary are in different legal jurisdictions, continued consolidation or combined presentation would generally not be appropriate.