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3.6 Other contract terms that may not be performance obligations
Publication date: 31 Mar 2024
us Revenue guide
The assessment of whether certain activities or contract terms create performance obligations requires judgment in some situations.
3.6.1 Activities that do not transfer a good or service
Activities that a reporting entity undertakes to fulfill a contract that do not transfer goods or services to the customer are not performance obligations. For example, administrative tasks to set up a contract or mobilization efforts are not performance obligations if those activities do not transfer a good or service to the customer. Judgment may be required to determine whether an activity transfers a good or service to the customer. Figure RR 3-1 illustrates the assessment of whether activities, such as set-up or mobilization, are separate performance obligations.
Figure RR 3-1
Assessing activities undertaken to fulfill a contract
Assessing activities undertaken to fulfill a contract
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Reporting entities in certain industries undertake pre-production activities, including the design and development of products or the creation of a new technology based on the needs of a customer. An example is a reporting entity that enters into an arrangement with an auto manufacturer to design and develop tooling prior to the production of automotive parts. Management should first evaluate if the arrangement with the manufacturer, whether in connection with a supply contract or in anticipation of one, is in the scope of the revenue standard; for example, management might conclude the pre-production activities are not a revenue-generating activity because they are not part of the reporting entity’s ongoing major or central operations. Arrangements not in the scope of the revenue standard are subject to other applicable guidance; therefore, any related payments or reimbursements would not be presented as revenue from contracts with customers. For arrangements in the scope of the revenue standard, management should evaluate whether the pre-production activities represent a performance obligation (that is, whether control of a good or service is transferred to the customer). Pre-production activities that do not transfer a good or service to the customer are activities to fulfill the performance obligations in the contract. Refer to Revenue TRG Memo No. 46 and the related meeting minutes in Revenue TRG Memo No. 49 for further discussion of this topic. Additionally, refer to RR 11 for further discussion on accounting for costs to fulfill a contract.
Revenue is not recognized when a reporting entity completes an activity that is not a performance obligation, as illustrated by Example RR 3-7 and Example RR 3-8.
EXAMPLE RR 3-7
Identifying performance obligations — activities
FitCo operates health clubs. FitCo enters into contracts with customers for one year of access to any of its health clubs for $300. FitCo also charges a $50 nonrefundable joining fee to compensate, in part, for the initial activities of registering the customer.
How many performance obligations are in the contract?
Analysis
There is one performance obligation in the contract, which is the right provided to the customer to access the health clubs. FitCo’s activity of registering the customer is not a service to the customer and therefore does not represent satisfaction of a performance obligation. Refer to RR 8.4 for considerations related to the treatment of the upfront fee paid by the customer.
EXAMPLE RR 3-8
Identifying performance obligations — activities
CartoonCo is the creator of a new animated television show. It grants a three-year term license to RetailCo for use of the characters’ likenesses on consumer products. RetailCo is required to use the latest image of the characters from the television show. There are no other goods or services provided to RetailCo in the arrangement. When entering into the license agreement, RetailCo reasonably expects CartoonCo to continue to produce the show, develop the characters, and perform marketing to enhance awareness of the characters. RetailCo may start selling consumer products with the characters’ likenesses once the show first airs on television.
How many performance obligations are in the arrangement?
Analysis
The license is the only performance obligation in the arrangement. CartoonCo’s continued production, internal development of the characters, and marketing of the show are not performance obligations as such additional activities do not directly transfer a good or service to RetailCo. Refer to RR 9 for other considerations related to this example, such as the timing of revenue recognition for the license.
3.6.2 Exclusivity provisions
Contracts with customers may include exclusivity provisions, such as terms that restrict the reporting entity’s ability to sell goods or services to other customers. Exclusivity provisions generally do not represent a separate performance obligation in a contract. Instead, they are an attribute of the promised good or service that may impact pricing, but do not change the promised goods or services in the contract. This is consistent with the board’s observation in the basis for conclusions to the revenue standard (BC412(b)) that exclusivity provisions included in a license of intellectual property represent an attribute of the license.
There may be instances where payments in the contract are linked to exclusivity provisions. Upfront fees received from a customer for exclusivity are generally included in the transaction price that is allocated to the performance obligations in the contract. Refer to RR 8.4 for further discussion of upfront fees. Payments made to the customer related to an exclusivity provision need to be evaluated under the guidance on consideration payable to a customer. Refer to RR 4.6.
3.6.3 Product liability and patent infringement protection
A reporting entity could be required (for example, by law or court order) to pay damages if its products cause damage or harm to others when used as intended. A requirement to pay damages to an injured party is not a separate performance obligation. Such payments should be accounted for in accordance with guidance on loss contingencies. Compensation provided to a customer for failing to comply with the terms of the contract or to resolve customer complaints would generally be accounted for as consideration payable to a customer and recorded as a reduction of revenue (refer to RR 4.3.3.11).
Promises to indemnify a customer against claims of patent, copyright, or trademark infringements are also not separate performance obligations, unless the reporting entity’s business is to provide such protection. These protections are similar to warranties that ensure that the good or service operates as intended. These types of obligations are accounted for in accordance with the guidance on loss contingencies. Refer to RR 8.3 for further considerations related to warranties, including certain types of warranties that are accounted for as performance obligations.
3.6.4 Shipping and handling activities
Arrangements that involve shipment of goods to a customer might include promises related to the shipping service that give rise to a performance obligation. Management should assess the explicit shipping terms to determine when control of the goods transfers to the customer and whether the shipping services are a separate performance obligation.
Shipping and handling services may be considered a separate performance obligation if control of the goods transfers to the customer before shipment, but the reporting entity has promised to ship the goods (or arrange for the goods to be shipped). In contrast, if control of a good does not transfer to the customer before shipment, shipping is not a promised service to the customer. This is because shipping is a fulfillment activity as the costs are incurred as part of transferring the goods to the customer.
Management should assess whether the reporting entity is the principal or an agent for the shipping service if it is a separate performance obligation. This will determine whether the reporting entity should record the gross amount of revenue allocated to the shipping service or the net amount, after paying the shipper. Refer to RR 10.4 for further consideration related to the presentation of shipping and handling costs within the income statement.
The revenue standard includes an accounting policy election that permits reporting entities to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service. Reporting entities that make this election will recognize revenue when control of the good transfers to the customer. A portion of the transaction price would not be allocated to the shipping service; however, the costs of shipping and handling should be accrued when the related revenue is recognized. Management should apply this election consistently to similar transactions and disclose the use of the election, if material, in accordance with ASC 235, Notes to Financial Statements. The policy election should not be applied by analogy to other services.
Example RR 3-9 and Example RR 3-10 illustrate the potential accounting outcomes for sale of a product and a promise to ship the product.
EXAMPLE RR 3-9
Identifying performance obligations — shipping and handling services
Manufacturer enters into a contract with a customer to sell five flat screen televisions. The customer requests that Manufacturer arrange for delivery of the televisions. The delivery terms state that legal title and risk of loss pass to the customer when the televisions are given to the carrier.
The customer obtains control of the televisions at the time they are shipped and can sell them to another party. Manufacturer is precluded from selling the televisions to another customer (for example, redirecting the shipment) once the televisions are picked up by the carrier at Manufacturer’s shipping dock. Manufacturer does not elect to treat shipping and handling activities as a fulfillment cost.
How many performance obligations are in the arrangement?
Analysis
There are two performance obligations: (1) sale of the televisions and (2) shipping service. The shipping service does not affect when the customer obtains control of the televisions, assuming the shipping service is distinct. Manufacturer will recognize revenue allocated to the sale of the televisions when control transfers to the customer (that is, upon shipment) and recognize revenue allocated to the shipping service when performance occurs.
Since Manufacturer is arranging for the shipment to be performed by another party (that is, a third-party carrier), it must also evaluate whether to record the revenue allocated to the shipping services on a gross basis as principal or on a net basis as agent. Refer to RR 10 for further discussion of the principal versus agent assessment.
EXAMPLE RR 3-10
Identifying performance obligations — shipping and handling accounting election
Manufacturer enters into a contract with a customer to sell five flat screen televisions. The customer requests that Manufacturer arrange for delivery of the televisions. The delivery terms state that legal title and risk of loss pass to the customer when the televisions are given to the carrier.
The customer obtains control of the televisions at the time they are shipped and can sell them to another party. Manufacturer is precluded from selling the televisions to another customer (for example, redirecting the shipment) once the televisions are picked up by the carrier at Manufacturer’s shipping dock. Manufacturer elects to account for shipping and handling activities as a fulfillment cost.
How many performance obligations are in the arrangement?
Analysis
There is one performance obligation in the arrangement because Manufacturer has elected to account for shipping and handling activities as a fulfillment cost. Manufacturer will recognize revenue and accrue the shipping and handling costs when control of the televisions transfers to the customer upon shipment. Manufacturer does not need to assess whether it is the principal or agent for the shipping service since the shipping service is not accounted for as a promise in the contract. Manufacturer should disclose its election with its accounting policy disclosures.
PwC. All rights reserved. PwC refers to the US member firm or one of its subsidiaries or affiliates, and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details. This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors.
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