Inventory valuation in asset acquisitions.

• Author: Heitritter, Wilfred H.

When trade or business assets are acquired in an asset acquisition, Sec. 1060 requires an allocation of the purchase price among the acquired assets, based on their respective fair market values (FMVs). Sec. 338(b)(5) requires a similar purchase price allocation when an election is made to treat a stock purchase as an asset acquisition under Sec. 338.

If inventory is acquired in an asset acquisition or a Sec. 338 transaction, the acquired inventory's FMV must be determined. Because the inventory basis is deducted when inventory is sold, a taxpayer using FIFO can generally minimize his taxable income in the acquisition year by maximizing the acquired inventory's valuation.

Rev. Proc. 77-12 provides three different methods for...