一家公司收购另一家公司时，所支付的代价超过被收购公司账面资产净值的部分，称之为商誉，是收购后集团资产负债表上资产方的一个项目。 若支付的代价低于账面资产净值，差额则称为负商誉(negative goodwill)。 收购方之所以会愿意付出较账面净值为高的收购代价，即之所以会有商誉，是因为收购方认为被收购公司的价值高于财务报表所反映的资产净值，这基本上有两种原因： (1)会计上的局限使财务报表无法完全反映公司有形资产的合理价值，如公司拥有的土地已大幅增值但尚未反映在报表上； (2)受会计标准所限，公司的无形资产(??例如受欢迎的品牌、优秀的员工及公司所建立的信誉等)，无法反映在资产负债表上。会计标准会要求公司以合理的方式将商誉分期摊销至损益表(即将商誉作为非现金费用分期注销)，或者是不用分期摊销，但要定期评估商誉是否还能反映收购回来的公司的价值，必要时减值或一次性注销。
In the accounting sense, Goodwill can be thought of as a "premium" for buying a business. When one company buys another, the amount it pays is called the purchase price. Accountants take the purchase price and subtract it by a company's book value. The difference is called Goodwill. For decades, when a company bought another company, it could use one of two accounting methods: pooling of interest or purchase. When the pooling of interest method is used, the balance sheets of the two businesses are combined and no goodwill is created. When the purchase method is used, the acquiring company will put the premium they paid for the other company on their balance sheet under the "Goodwill" category. Accounting rules require the goodwill be amortized over the course of 40 years.
An Example of Balance Sheet GoodwillWhat does that mean? Let's use McDonald's and Wendy's as an example since most people are familiar with them. McDonald's Earnings: $1,977,300,000 Shares Outstanding: 1.29 Billion (You don't need McDonald's other information for this example) Wendy's Book Value: $1,082,424,000 Book Value per Share: $10.3482 Shares Outstanding: 104.6 Million Earnings: $169,648,000 Say McDonald's decided to buy all of Wendy's stock using the purchase method. Wendy's has a book value of $10.3482 per share, yet is trading at $32 per share. If McDonald's were to pay the current market price, they would spend a total of $3,347,200,000 (104.6 million shares x $36 per share). To keep this example simple, we are going to assume the shareholders of Wendy's approved the merger for cash. McDonald's would mail a check to the Wendy's shareholders, paying them $32 for each share they owned. Since the book value of Wendy's is only $1,082,424,000, and McDonald's paid $3,347,200,000, McDonald's paid a premium of $2,264,776,000. This is going to go onto their balance sheet as Goodwill. It is required to be amortized against earnings for up to 40 years. This means that each year, 1/40 of the goodwill amount must be subtracted from McDonald's earnings so that by the 40th year, there is no goodwill left on the balance sheet. Now that McDonald's and Wendy's are one company, their earnings will be combined. Assuming next year's results were identical, the company would earn $2,146,948,000, or $1.66 per share1. Remember that goodwill must be amortized, meaning 1/40 the amount must be deducted from next year's earnings. McDonald's must deduct $56,619,400 from earnings next year as a charge against goodwill2. Now, McDonald's can only report earnings of $2,090,328,600, or $1.62 per share (compared to the $1.66 they would have been able to report before the goodwill charge). Goodwill reduced earnings by 4¢ per share. If the pooling of interest method had been used, no goodwill would have been created, and McDonald's would have reported EPS (earnings per share) of $1.66. Meaning that depending on how the accounting was handled, the exact same transaction could have two vastly different impacts on earnings per share.
Goodwill on the Balance Sheet Receives New Accounting RulesIt is no wonder that managements, in order to avoid this reduction in reportable earnings, frequently opted to use the pooling of interest method when they complete a merger. Since no goodwill is created, over-eager managers are able to pay outrageous prices for acquisitions with little or no accountability on the balance sheet. Since it makes no sense to have two different ways for accounting for a merger, the FASB (the folks in charge of coming up with these accounting rules) decided they should eliminate the pooling of interest method and force all transactions to be done via the purchase method. Executives and politicians claimed this will significantly reduce the number of mergers since the new standards would cause reportable earnings to drop as soon as a company had completed an acquisition. As a concession, the FASB will no longer require goodwill to be written off unless the assets became impaired (which means it becomes clear that the goodwill isn't worth what the company paid for it). Pay careful attention to the mergers a company has made in the past few years. Once you are able to value a business, you will want to look at recent acquisitions to determine if they were too expensive. If you find this to be the case, you will probably want to avoid the stock (why would you want to invest in a company that was throwing your money around?).取自整体来说，goodwill真的太抽象了，很难去衡量他的确实价钱。但这只是我的个人看法，可能是我太肤浅了。欢迎大家分享自己的看法。