Transactions in the insurance industry may take various legal forms. In addition to the purchase of the equity shares of an insurance entity, it is not uncommon for a transaction to include one or more indemnification or novation reinsurance transactions along with the acquisition of renewal rights, the purchase of certain legal entities, the purchase of assets, or various combinations thereof. In many cases, the acquired items taken as a whole, including the reinsurance components, may meet the definition of a business (as discussed in BCG 1) and, therefore, will be accounted for as a business combination under ASC 805. Factors to consider in making that determination include whether the rights and obligations of the in-force block of insurance and investment contracts have been transferred, and whether various other components of the business have been transferred, such as the employees and staff, the policy administration function, or distribution systems.

If the transaction does not qualify as a business combination, the accounting for assuming reinsurance and asset acquisitions is applied based on the fair value determined at the acquisition date. No goodwill is recognized, and assumed reinsurance of in-force blocks of insurance/investment contracts is assessed for contract classification in accordance with reinsurance risk transfer guidance. See IG 8.10 for short-duration assumed reinsurance accounting and IG 9.7 for long-duration assumed reinsurance accounting. The difference between the consideration received and the assumed reinsurance liabilities recognized is often presented as an intangible asset (or other liability), similar to the accounting for business combinations. Asset acquisitions include the purchase of identifiable intangible assets and other assets, which are subject to the guidance in ASC 350 and ASC 360, respectively.

Following business combination accounting, insurance and reinsurance contracts acquired are considered new contracts for measurement and accounting purposes (i.e., a fresh start basis applies). However, as discussed in ASC 805-20-25-8 and ASC 944-805-25-2, there is no reassessment of the classification of contracts as insurance, reinsurance, or deposit contracts on the acquisition date (i.e., no reassessment of whether the contracts transfer significant insurance risk), unless the contracts were modified substantively in the business combination. Identification of embedded derivatives and market risk benefit (MRB) features are required to be reassessed at the acquisition date. Consistent with the general notion of acquisition accounting and fair value, deferred acquisition costs, deferred retroactive reinsurance gains, and unearned premiums that do not represent future cash flows are not considered acquired assets and liabilities as discussed in ASC 944-805-30-1.

Consistent with business combination accounting for non-insurance assets and liabilities acquired, insurance and reinsurance contracts are recognized at fair value as defined in ASC 820. The fair value of acquired insurance and reinsurance contracts is required to be attributed between two financial statement lines items representing: (1) assets and liabilities measured in accordance with the acquirer’s accounting policies for insurance and reinsurance contracts that it issues or holds, and (2) the insurance contract intangible asset (or other liability) recognized for the difference between the fair value of the insurance and reinsurance contracts and the amount recognized in accordance with the acquirer’s existing accounting. Under ASC 944-805-30-1, the recognition of the insurance contract intangible asset may be an additional liability (rather than an asset) on those occasions when the fair value of the insurance or reinsurance contract exceeds the value of the insurance contract liability measured in accordance with the acquirer’s accounting policies. The insurance contract intangible asset (or other liability) is typically called “value of business acquired” (VOBA) or “present value of future profits” (PVFP).

See FV 4 for a discussion of valuation techniques and approaches.