International GAAP® 2019: Generally Accepted Accounting Practice under International Financial Reporting Standards

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  customer (e.g. acting as an agent of another party – see 5.4 below);

  • granting rights to goods or services to be provided in the future that a customer can

  resell or provide to its customer (e.g. an entity selling a product to a retailer

  promises to transfer an additional good or service to an individual who purchases

  the product from the retailer);

  • constructing, manufacturing or developing an asset on behalf of a customer;

  • granting licences (see 9 below); and

  • granting options to purchase additional goods or services when those options

  provide a customer with a material right (see 5.6 below).

  In order for an entity to identify the promised goods or services in a contract,

  paragraph 24 of IFRS 15 indicates that an entity would consider whether there is a valid

  expectation on the part of the customer that the entity will provide a good or service.

  [IFRS 15.24]. If the customer has a valid expectation that it will receive certain goods or

  services, it would likely view those promises as part of the negotiated exchange. This

  expectation is most commonly created from an entity’s explicit promises in a contract

  to transfer a good(s) or service(s) to the customer.

  However, in other cases, promises to provide goods or services might be implied by the

  entity’s customary business practices or standard industry norms (i.e. outside of the

  written contract). As discussed at 4 above, the Board clarified that, while the contract must

  be legally enforceable to be within the scope of the revenue model, not all of the promises

  (explicit or implicit) have to be legally enforceable to be considered when determining the

  entity’s performance obligations. [IFRS 15.BC32, BC87]. That is, a performance obligation can

  be based on a customer’s valid expectations (e.g. due to the entity’s business practice of

  providing an additional good or service that is not specified in the contract).

  In addition, some items commonly considered to be marketing incentives have to be

  evaluated under IFRS 15 to determine whether they represent promised goods or

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  services in the contract. Such items may include ‘free’ handsets provided by

  telecommunication entities, ‘free’ maintenance provided by automotive manufacturers

  and customer loyalty points awarded by supermarkets, airlines, and hotels. [IFRS 15.BC88].

  Although an entity may not consider those goods or services to be the ‘main’ items that

  the customer contracts to receive, the Board concluded that they are goods or services

  for which the customer pays and to which the entity would allocate consideration for

  the purpose of recognising revenue. [IFRS 15.BC89].

  Paragraph 25 of IFRS 15 states that promised goods or services do not include activities

  that an entity must undertake to fulfil a contract unless those activities transfer control

  of a good or service to a customer. [IFRS 15.25]. For example, internal administrative

  activities that an entity must perform to satisfy its obligation to deliver the promised

  goods or services, but do not transfer control of a good or service to a customer, would

  not be promised goods or services.

  An entity may have to apply judgement when determining whether an activity it will

  perform is a promised good or service that will be transferred to a customer. The following

  questions may be relevant for an entity to consider when making this judgement:

  • Is the activity identified as a good or service to be provided in the contractual

  arrangement with the customer? Activities that are not specifically identified could

  relate to an internal process of the entity, but they could also relate to implicit

  promises to the customer.

  • Does the activity relate to the entity establishing processes and procedures or

  training its employees, so that it can render the contracted goods or services to the

  customer (e.g. set-up activities)?

  • Is the activity administrative in nature (e.g. establishing the customer’s account,

  invoicing the customer)?

  • Is the customer aware of when the activity will be performed?

  Paragraph 26 of IFRS 15 provides examples of promised goods or services that may be

  included in a contract with a customer. Several of them were considered deliverables

  under legacy IFRS, including a good produced by an entity or a contractually agreed-

  upon task (or service) performed for a customer. However, the IASB also included other

  examples that may not have been considered deliverables in the past. For example,

  paragraph 26(e) of IFRS 15 describes a stand-ready obligation as a promised service that

  consists of standing ready to provide goods or services or making goods or services

  available for a customer to use as and when it decides to use it. [IFRS 15.26(e)]. That is, a

  stand-ready obligation is the promise that the customer has access to a good or service,

  rather than a promise to transfer the underlying good or service itself. Stand-ready

  obligations are common in the software industry (e.g. unspecified updates to software

  on a when-and-if-available basis) and may be present in other industries. See 5.1.2.B

  and 5.1.2.C below for further discussion on stand-ready obligations.

  Paragraph 26(g) of IFRS 15 notes that a promise to a customer may include granting

  rights to goods or services to be provided in the future that the customer can resell or

  provide to its own customers. [IFRS 15.26(g)]. Such a right may represent promises to the

  customer if it existed at the time that the parties agreed to the contract. As noted in the

  Basis for Conclusions, the Board thought it was important to clarify that a performance

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  obligation may exist for a promise to provide a good or service in the future (e.g. when

  an entity makes a promise to provide goods or services to its customer’s customer).

  [IFRS 15.BC92]. These types of promises exist in distribution networks in various industries

  and are common in the automotive industry.

  After identifying the promised goods or services in the contract, an entity then

  determines which of these promised goods or services (or bundle of goods or services)

  represent separate performance obligations. The standard includes the following

  example to illustrate how an entity would identify the promised goods or services in a

  contract (including both explicit and implicit promises). [IFRS 15.IE59-IE65A]. The example

  also evaluates whether the identified promises are performance obligations, which we

  discuss at 5.2 below.

  Example 28.15: Explicit and implicit promises in a contract

  An entity, a manufacturer, sells a product to a distributor (i.e. its customer) who will then resell it to an end customer.

  Case A – Explicit promise of service

  In the contract with the distributor, the entity promises to provide maintenance services for no additional

  consideration (i.e. ‘free’) to any party (i.e. the end customer) that purchases the product from the distributor.

  The entity outsources the performance of the maintenance services to the distributor and pays the distributor

  an agreed-upon amount for providing those services on the entity’s behalf. If the end customer does not use

  the maintenance services, the entity is not obliged to pay the distributor.

  The contr
act with the customer includes two promised goods or services – (a) the product and (b) the

  maintenance services. The promise of maintenance services is a promise to transfer goods or services in the

  future and is part of the negotiated exchange between the entity and the distributor. The entity assesses

  whether each good or service is distinct in accordance with paragraph 27 of IFRS 15. The entity determines

  that both the product and the maintenance services meet the criterion in paragraph 27(a) of IFRS 15. The

  entity regularly sells the product on a stand-alone basis, which indicates that the customer can benefit from

  the product on its own. The customer can benefit from the maintenance services together with a resource the

  customer already has obtained from the entity (i.e. the product).

  The entity further determines that its promises to transfer the product and to provide the maintenance services

  are separately identifiable (in accordance with paragraph 27(b) of IFRS 15) on the basis of the principle and

  the factors in paragraph 29 of IFRS 15. The product and the maintenance services are not inputs to a combined

  item in the contract. The entity is not providing a significant integration service because the presence of the

  product and the services together in this contract do not result in any additional or combined functionality. In

  addition, neither the product nor the services modify or customise the other. Lastly, the product and the

  maintenance services are not highly interdependent or highly interrelated because the entity would be able to

  fulfil each of the promises in the contract independently of its efforts to fulfil the other (i.e. the entity would

  be able to transfer the product even if the customer declined maintenance services and would be able to

  provide maintenance services in relation to products sold previously through other distributors). The entity

  also observes, in applying the principle in paragraph 29 of IFRS 15, that the entity’s promise to provide

  maintenance is not necessary for the product to continue to provide significant benefit to the customer.

  Consequently, the entity allocates a portion of the transaction price to each of the two performance obligations

  (i.e. the product and the maintenance services) in the contract.

  Case B – Implicit promise of service

  The entity has historically provided maintenance services for no additional consideration (i.e. ‘free’) to end

  customers that purchase the entity’s product from the distributor. The entity does not explicitly promise

  maintenance services during negotiations with the distributor and the final contract between the entity and

  the distributor does not specify terms or conditions for those services.

  However, on the basis of its customary business practice, the entity determines at contract inception that it

  has made an implicit promise to provide maintenance services as part of the negotiated exchange with the

  distributor. That is, the entity’s past practices of providing these services create valid expectations of the

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  entity’s customers (i.e. the distributor and end customers) in accordance with paragraph 24 of IFRS 15.

  Consequently, the entity assesses whether the promise of maintenance services is a performance obligation.

  For the same reasons as in Case A, the entity determines that the product and maintenance services are

  separate performance obligations.

  Case C – Services are not a promised service

  In the contract with the distributor, the entity does not promise to provide any maintenance services. In

  addition, the entity typically does not provide maintenance services and, therefore, the entity’s customary

  business practices, published policies and specific statements at the time of entering into the contract have

  not created an implicit promise to provide goods or services to its customers. The entity transfers control of

  the product to the distributor and, therefore, the contract is completed. However, before the sale to the end

  customer, the entity makes an offer to provide maintenance services to any party that purchases the product

  from the distributor for no additional promised consideration.

  The promise of maintenance is not included in the contract between the entity and the distributor at contract

  inception. That is, in accordance with paragraph 24 of IFRS 15, the entity does not explicitly or implicitly

  promise to provide maintenance services to the distributor or the end customers. Consequently, the entity

  does not identify the promise to provide maintenance services as a performance obligation. Instead, the

  obligation to provide maintenance services is accounted for in accordance with IAS 37.

  Although the maintenance services are not a promised service in the current contract, in future contracts with

  customers the entity would assess whether it has created a business practice resulting in an implied promise

  to provide maintenance services.

  Legacy IFRS did not specifically address contracts with multiple deliverables, focusing

  instead on identifying the transaction. This included identifying separate elements so as

  to reflect the substance of the transaction. [IAS 18.13]. As a result, many IFRS preparers

  looked to legacy US GAAP for guidance in this area. Legacy US GAAP required entities to

  identify the ‘deliverables’ within an arrangement, but did not define that term. In contrast,

  IFRS 15 indicates the types of items that may be goods or services promised in the

  contract. In addition, the standard makes it clear that certain activities are not promised

  goods or services, such as activities that an entity must perform to satisfy its obligation to

  deliver the promised goods or services (e.g. internal administrative activities).

  Some ‘free’ goods or services that may be treated as marketing incentives historically

  have to be evaluated under the standard to determine whether they represent promised

  goods or services in a contract.

  The FASB’s standard allows entities to elect to account for shipping and handling

  activities performed after the control of a good has been transferred to the customer as

  a fulfilment cost (i.e. an expense). Without such an accounting policy choice, a US GAAP

  entity that has shipping arrangements after the customer has obtained control may

  determine that the act of shipping is a performance obligation under the standard. If that

  were the case, the entity would be required to allocate a portion of the transaction price

  to the shipping service and recognise it when (or as) the shipping occurs.

  The IASB has not permitted a similar policy choice in IFRS 15. In the Basis for

  Conclusions, the IASB noted that paragraph 22 of IFRS 15 requires an entity to assess the

  goods or services promised in a contract with a customer in order to identify performance

  obligations. Such a policy choice would override that requirement. Furthermore, a policy

  choice is applicable to all entities and it is possible that entities with significant shipping

  operations may make different policy choices. Therefore, it could also reduce

  comparability between entities, including those within the same industry. [IFRS 15.BC116U].

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  Since the FASB’s standard includes a policy choice that IFRS 15 does not, it is possible

  that diversity between IFRS and US GAAP entities may arise in practice.

  Another difference is that FASB uses different language in relation to implied
<
br />   contractual terms and whether those implied terms represent a promised good or

  service to a customer. IFRS 15 states that promised goods or services are not limited to

  explicit promises in a contract, but could be created by a ‘valid expectation of the

  customer’. ASC 606 refers to a ‘reasonable expectation of the customer’. The FASB used

  this language in order to avoid confusion with the term ‘valid expectation’ because

  ASC 606 states that promises to provide goods or services do not need to be legally

  enforceable (although the overall arrangement needs to be enforceable). The use of the

  term ‘valid’ in IFRS 15 is consistent with the requirements for constructive obligations

  in IAS 37. While the terms used in IFRS 15 and ASC 606 are different, we do not expect

  this to result in a difference in practice.

  5.1.1

  Identifying promised goods or services that are not identified as

  deliverables under legacy revenue requirements

  Following the issuance of IFRS 15, stakeholders questioned whether they have to

  identify promised goods or services under the standard that they have not identified as

  deliverables in the past. The question had been raised, in part, because the Board said

  in the Basis for Conclusions that it intentionally ‘decided not to exempt an entity from

  accounting for performance obligations that the entity might regard as being

  perfunctory or inconsequential. Instead, an entity should assess whether those

  performance obligations are immaterial to its financial statements’. [IFRS 15.BC90].

  In January 2015, the TRG members discussed this issue and generally agreed that the

  standard is not intended to require the identification of promised goods or services that

  were not accounted for as deliverables in the past. At the same time, entities may not

  disregard items that they deem to be perfunctory or inconsequential and need to

  consider whether ‘free’ goods or services represent promises to a customer. For

  example, telecommunications entities may have to allocate consideration to the ‘free’

  handsets that they provide. Likewise, automobile manufacturers may have to allocate

  consideration to ‘free’ maintenance that may have been considered a marketing

 

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