No. 2016-08 March 2016: Revenue From Contracts With Customers (Topic 606)

No.
2016-08
March 2016
Revenue from Contracts with Customers

(Topic 606)
Principal versus Agent Considerations

(Reporting Revenue Gross versus Net)
An Amendment of the FASB Accounting Standards Codification

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Accounting Standards Update
No. 2016-08
March 2016
Revenue from Contracts with Customers

(Topic 606)

(Reporting Revenue Gross versus Net)
An Amendment of the FASB Accounting Standards Codification
Financial Accounting Standards Board

Accounting Standards Update 2016-08
Revenue from Contracts with Customers (Topic 606)
Principal versus Agent Considerations (Reporting

Revenue Gross versus Net)
March 2016
CONTENTS
Page
Numbers
Summary ...........................................................................................................14
Amendments to the FASB Accounting Standards Codification .....................520
Background Information and Basis for Conclusions ......................................2133
Amendments to the XBRL Taxonomy .................................................................34
Summary
Why Is the FASB Issuing This Accounting Standards
Update (Update)?
On May 28, 2014, the FASB and the International Accounting Standards Board
(IASB) issued a converged standard on recognition of revenue from contracts
with customers. In June 2014, the FASB and the IASB (collectively, the Boards)
announced the formation of the FASB-IASB Joint Transition Resource Group for
Revenue Recognition (TRG). One of the objectives of the TRG is to inform the
Boards about potential implementation issues that could arise when
organizations implement the new revenue standard. The TRG also helps
stakeholders to better understand specific aspects of the new revenue standard.
The TRG does not issue authoritative guidance. Instead, the Boards evaluate the
feedback received from the TRG and other stakeholders to determine what
action, if any, is necessary for each potential implementation issue.
An issue discussed by the TRG relates to when another party, along with the
entity, is involved in providing a good or a service to a customer. In those
circumstances, Topic 606 requires the entity to determine whether the nature of
its promise is to provide that good or service to the customer (that is, the entity is
a principal) or to arrange for the good or service to be provided to the customer
by the other party (that is, the entity is an agent). This determination is based
upon whether the entity controls the good or the service before it is transferred to
the customer. Topic 606 includes indicators to assist in this evaluation.
Discussions at TRG meetings informed the Board about implementation issues
related to the guidance on principal versus agent considerations, including:
1. Identifying the unit of account at which an entity should assess whether
it is a principal or an agent
2. Identifying the nature of the good or the service provided to the
customer (for example, whether it is a good, a service, or a right to a
good or service)
3. Applying the control principle to certain types of transactions, such as
service arrangements
4. Interaction of the control principle with the indicators provided to assist
in the principal versus agent evaluation.
To address those issues, the Board decided to add a project to its technical
agenda to improve Topic 606 by reducing:
1. The potential for diversity in practice arising from inconsistent
application of the principal versus agent guidance
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2. The cost and complexity of applying Topic 606 both at transition and on
an ongoing basis.
Who Is Affected by the Amendments in This Update?

The amendments in this Update affect entities with transactions included within
the scope of Topic 606. The scope of that Topic includes entities that enter into
contracts with customers to transfer goods or services (that are an output of the
entitys ordinary activities) in exchange for consideration.
What Are the Main Provisions?

The core principle of the guidance in Topic 606 is that an entity should recognize
revenue to depict the transfer of promised goods or services to customers in an
amount that reflects the consideration to which the entity expects to be entitled in
exchange for those goods or services. To achieve that core principle, an entity
should apply the following steps:
1. Identify the contract(s) with a customer.
2. Identify the performance obligations in the contract.
3. Determine the transaction price.
4. Allocate the transaction price to the performance obligations in the
contract.
5. Recognize revenue when (or as) the entity satisfies a performance
obligation.
The amendments in this Update do not change the core principle of the
guidance. The amendments clarify the implementation guidance on principal
versus agent considerations.
When another party is involved in providing goods or services to a customer, an
entity is required to determine whether the nature of its promise is to provide the
specified good or service itself (that is, the entity is a principal) or to arrange for
that good or service to be provided by the other party (that is, the entity is an
agent). When (or as) an entity that is a principal satisfies a performance
obligation, the entity recognizes revenue in the gross amount of consideration to
which it expects to be entitled in exchange for the specified good or service
transferred to the customer. When (or as) an entity that is an agent satisfies a
performance obligation, the entity recognizes revenue in the amount of any fee or
commission to which it expects to be entitled in exchange for arranging for the
specified good or service to be provided by the other party.
An entity is a principal if it controls the specified good or service before that good
or service is transferred to a customer. The guidance includes indicators to assist
an entity in determining whether it controls a specified good or service before it is
transferred to the customer. The indicators do not override the assessment of
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control, should not be viewed in isolation, do not constitute a separate or
additional evaluation, and should not be considered a checklist of criteria to be
met in all scenarios. Considering one or more of the indicators often will be
helpful in determining whether the entity controls the specified good or service
before it is transferred to the customer. Depending on the facts and
circumstances, the indicators may be more or less relevant to the assessment of
control. Additionally, one or more of the indicators may be more persuasive to the
assessment than the other indicators.
The amendments in this Update are intended to improve the operability and
understandability of the implementation guidance on principal versus agent
considerations by clarifying the following:
1. An entity determines whether it is a principal or an agent for each
specified good or service promised to the customer. A specified good or
service is a distinct good or service (or a distinct bundle of goods or
services) to be provided to the customer. If a contract with a customer
includes more than one specified good or service, an entity could be a
principal for some specified goods or services and an agent for others.
2. An entity determines the nature of each specified good or service (for
example, whether it is a good, a service, or a right to a good or service).
3. When another party is involved in providing goods or services to a
customer, an entity that is a principal obtains control of (a) a good or
another asset from the other party that it then transfers to the customer;
(b) a right to a service that will be performed by another party, which
gives the entity the ability to direct that party to provide the service to
the customer on the entitys behalf; or (c) a good or service from the
other party that it combines with other goods or services to provide the
specified good or service to the customer.
4. The purpose of the indicators in paragraph 606-10-55-39 is to support
or assist in the assessment of control. The amendments in paragraph
606-10-55-39A clarify that the indicators may be more or less relevant
to the control assessment and that one or more indicators may be more
or less persuasive to the control assessment, depending on the facts
and circumstances.
Existing illustrative examples (Examples 45 and 46 in paragraphs 606-10-55-317
through 55-324 and Examples 47 and 48 in paragraphs 606-10-55-325 through
55-334) have been amended to clarify how to apply the implementation guidance
on principal versus agent considerations. Additional illustrative examples
(Example 46A in paragraphs 606-10-55-324A through 55-324G and Example
48A in paragraphs 606-10-55-334A through 55-334F) have been included to
further assist stakeholders in applying the guidance.
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When Will the Amendments Be Effective?
The amendments in this Update affect the guidance in Accounting Standards
Update 2014-09, Revenue from Contracts with Customers (Topic 606), which is
not yet effective. The effective date and transition requirements for the
amendments in this Update are the same as the effective date and transition
requirements of Update 2014-09. Accounting Standards Update No. 2015-14,
Revenue from Contracts with Customers (Topic 606): Deferral of the Effective
Date, defers the effective date of Update 2014-09 by one year.
How Do the Provisions Compare with International

Financial Reporting Standards (IFRS)?
Topic 606 and IFRS 15, Revenue from Contracts with Customers, created
common revenue recognition guidance for GAAP and IFRS and are the result of
a joint project between the FASB and the IASB. The amendments to the principal
versus agent considerations implementation guidance in this Update are the
same as the amendments the IASB decided to make to its principal versus agent
considerations application guidance in its forthcoming final standard,
Clarifications to IFRS 15. Accordingly, the FASBs and the IASBs amendments
to the guidance on principal versus agent considerations remain converged.
4
Amendments to the
FASB Accounting Standards Codification
Introduction
1. The Accounting Standards Codification is amended as described in
paragraphs 26. In some cases, to put the change in context, not only are the
amended paragraphs shown but also the preceding and following paragraphs.
Terms from the Master Glossary are in bold type. Added text is underlined, and
deleted text is struck out.
Amendments to Section 606-10-55

2. Amend paragraphs 606-10-55-36 through 55-40 and add paragraphs 606-
10-55-36A, 606-10-55-37A through 55-37B, and 606-10-55-39A, with a link to
transition paragraph 606-10-65-1, as follows:
Revenue from Contracts with CustomersOverall

Implementation Guidance and Illustrations
> Implementation Guidance
> > Principal versus Agent Considerations
606-10-55-36 When another party is involved in providing goods or services to
a customer, the entity should determine whether the nature of its promise is
a performance obligation to provide the specified goods or services itself (that
is, the entity is a principal) or to arrange for those goods or services to be
provided by the other party to provide those goods or services (that is, the entity
is an agent). An entity determines whether it is a principal or an agent for each
specified good or service promised to the customer. A specified good or service
is a distinct good or service (or a distinct bundle of goods or services) to be
provided to the customer (see paragraphs 606-10-25-19 through 25-22). If a
contract with a customer includes more than one specified good or service, an
entity could be a principal for some specified goods or services and an agent for
others.
606-10-55-36A To determine the nature of its promise (as described in
paragraph 606-10-55-36), the entity should:
a. Identify the specified goods or services to be provided to the customer
(which, for example, could be a right to a good or service to be provided
by another party [see paragraph 606-10-25-18])
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b. Assess whether it controls (as described in paragraph 606-10-25-25)
each specified good or service before that good or service is transferred
to the customer.
606-10-55-37 An entity is a principal if the entity it controls a promised the
specified good or service before the entity transfers the that good or service is
transferred to a customer. However, an entity does is not necessarily acting as a
principal control a specified good if the entity obtains legal title of a product to
that good only momentarily before legal title is transferred to a customer. An
entity that is a principal in a contract may satisfy a its performance obligation by
to provide the specified good or service itself or it may engage another party (for
example, a subcontractor) to satisfy some or all of a the performance obligation
on its behalf. When an entity that is a principal satisfies a performance obligation,
the entity recognizes revenue in the gross amount of considerations to which it
expects to be entitled in exchange for those goods or services transferred.
[Content amended and moved to paragraph 606-10-55-37B]
606-10-55-37A When another party is involved in providing goods or services to
a customer, an entity that is a principal obtains control of any one of the
following:
a. A good or another asset from the other party that it then transfers to the
customer.
b. A right to a service to be performed by the other party, which gives the
entity the ability to direct that party to provide the service to the
customer on the entitys behalf.
c. A good or service from the other party that it then combines with other
goods or services in providing the specified good or service to the
customer. For example, if an entity provides a significant service of
integrating goods or services (see paragraph 606-10-25-21(a)) provided
by another party into the specified good or service for which the
customer has contracted, the entity controls the specified good or
service before that good or service is transferred to the customer. This
is because the entity first obtains control of the inputs to the specified
good or service (which include goods or services from other parties) and
directs their use to create the combined output that is the specified good
or service.
606-10-55-37B When (or as) an entity that is a principal satisfies a performance
obligation, the entity recognizes revenue in the gross amount of consideration to
which it expects to be entitled in exchange for the specified good or service those
goods or services transferred. [Content amended as shown and moved from
paragraph 606-10-55-37]
606-10-55-38 An entity is an agent if the entitys performance obligation is to
arrange for the provision of the specified good goods or service services by
another party. An entity that is an agent does not control the specified good or
service provided by another party before that good or service is transferred to the
6
customer. When (or as) an entity that is an agent satisfies a performance
obligation, the entity recognizes revenue in the amount of any fee or commission
to which it expects to be entitled in exchange for arranging for the other party to
provide its the specified goods or services to be provided by the other party. An
entitys fee or commission might be the net amount of consideration that the
entity retains after paying the other party the consideration received in exchange
for the goods or services to be provided by that party.
606-10-55-39 Indicators that an entity is an agent (and therefore does not control
controls the specified good or service before it is provided transferred to the
customer a customer) (and is therefore a principal [see paragraph 606-10-55-37])
include, but are not limited to, the following:
a. Another party The entity is primarily responsible for fulfilling the contract
promise to provide the specified good or service. This typically includes
responsibility for the acceptability of the specified good or service (for
example, primary responsibility for the good or service meeting
customer specifications). If the entity is primarily responsible for fulfilling
the promise to provide the specified good or service, this may indicate
that the other party involved in providing the specified good or service is
acting on the entitys behalf.
b. The entity does not have has inventory risk before or after the goods the
specified good or service have has been ordered by transferred to a
customer, during shipping, or on return after transfer of control to the
customer (for example, if the customer has a right of return). For
example, if the entity obtains, or commits to obtain, the specified good
or service before obtaining a contract with a customer, that may
indicate that the entity has the ability to direct the use of, and obtain
substantially all of the remaining benefits from, the good or service
before it is transferred to the customer.
c. The entity does not have has discretion in establishing the prices price
for the other partys goods or services and, therefore, the benefit that
the entity can receive from those goods or services is limited specified
good or service. Establishing the price that the customer pays for the
specified good or service may indicate that the entity has the ability to
direct the use of that good or service and obtain substantially all of the
remaining benefits. However, an agent can have discretion in
establishing prices in some cases. For example, an agent may have
some flexibility in setting prices in order to generate additional revenue
from its service of arranging for goods or services to be provided by
other parties to customers.
d. Subparagraph superseded by Accounting Standards Update No. 2016-
08. The entitys consideration is in the form of a commission.
e. Subparagraph superseded by Accounting Standards Update No. 2016-
08. The entity is not exposed to credit risk for the amount receivable
from a customer in exchange for the other partys goods or services.
7
606-10-55-39A The indicators in paragraph 606-10-55-39 may be more or less
relevant to the assessment of control depending on the nature of the specified
good or service and the terms and conditions of the contract. In addition, different
indicators may provide more persuasive evidence in different contracts.
606-10-55-40 If another entity assumes the entitys performance obligations and
contractual rights in the contract so that the entity is no longer obliged to satisfy
the performance obligation to transfer the promised specified good or service to
the customer (that is, the entity is no longer acting as the principal), the entity
should not recognize revenue for that performance obligation. Instead, the entity
should evaluate whether to recognize revenue for satisfying a performance
obligation to obtain a contract for the other party (that is, whether the entity is
acting as an agent).
3. Amend paragraph 606-10-55-93(p), with a link to transition paragraph
606-10-65-1, as follows:
> Illustrations
606-10-55-93 The Examples are organized as follows:
p. Principal versus Agent Considerations
Example 45Arranging for the Provision of Goods or Services (Entity
Is an Agent)
Example 46Promise to Provide Goods or Services (Entity Is a
Principal)
Example 46APromise to Provide Goods or Services (Entity Is a
Principal)
Example 47Promise to Provide Goods or Services (Entity Is a
Principal)
Example 48Arranging for the Provision of Goods or Services (Entity
Is an Agent)
Example 48AEntity Is a Principal and an Agent in the Same
Contract
4. Amend paragraphs 606-10-55-316 through 55-318, 606-10-55-323

through 55-324, 606-10-55-326 through 55-331, and 606-10-55-333 through 55-
334 and add paragraphs 606-10-55-318A through 55-318C, 606-10-55-323A
through 55-323B, 606-10-55-324A through 55-324G and their related heading,
606-10-55-328A through 55-328C, 606-10-55-333A through 55-333B, and 606-
10-55-334A through 55-334F and their related heading, with a link to transition
paragraph 606-10-65-1, as follows:
> > Principal versus Agent Considerations
8
606-10-55-316 Examples 4548A48 illustrate the guidance in paragraphs 606-
10-55-36 through 55-40 on principal versus agent considerations.
> > > Example 45Arranging for the Provision of Goods or Services (Entity
Is an Agent)
606-10-55-317 An entity operates a website that enables customers to purchase
goods from a range of suppliers who deliver the goods directly to the customers.
Under the terms of the entitys contracts with suppliers, when When a good is
purchased via the website, the entity is entitled to a commission that is equal to
10 percent of the sales price. The entitys website facilitates payment between
the supplier and the customer at prices that are set by the supplier. The entity
requires payment from customers before orders are processed, and all orders
are nonrefundable. The entity has no further obligations to the customer after
arranging for the products to be provided to the customer.
606-10-55-318 To determine whether the entitys performance obligation is to
provide the specified goods itself (that is, the entity is a principal) or to arrange
for those goods to be provided by the supplier the supplier to provide those
goods (that is, the entity is an agent), the entity considers identifies the nature of
its promise specified good or service to be provided to the customer and
assesses whether it controls that good or service before the good or service is
transferred to the customer. Specifically, the entity observes that the supplier of
the goods delivers its goods directly to the customer and, thus, the entity does
not obtain control of the goods. Instead, the entitys promise is to arrange for the
supplier to provide those goods to the customer. In reaching that conclusion the
entity considers the following indicators from paragraph 606-10-55-39 as follows:
a. Subparagraph superseded by Accounting Standards Update No. 2016-
08.The supplier is primarily responsible for fulfilling the contractthat is,
by shipping the goods to the customer.
b. Subparagraph superseded by Accounting Standards Update No. 2016-
08.The entity does not take inventory risk at any time during the
transaction because the goods are shipped directly by the supplier to
the customer.
c. Subparagraph superseded by Accounting Standards Update No. 2016-
08.The entitys consideration is in the form of a commission (10 percent
of the sales price).
d. Subparagraph superseded by Accounting Standards Update No. 2016-
08.The entity does not have discretion in establishing prices for the
suppliers goods and, therefore, the benefit the entity can receive from
those goods is limited.
e. Subparagraph superseded by Accounting Standards Update No. 2016-
08.Neither the entity nor the supplier has credit risk because payments
from customers are made in advance.
[Content amended and moved to paragraph 606-10-55-318C]
9
606-10-55-318A The website operated by the entity is a marketplace in which
suppliers offer their goods and customers purchase the goods that are offered by
the suppliers. Accordingly, the entity observes that the specified goods to be
provided to customers that use the website are the goods provided by the
suppliers, and no other goods or services are promised to customers by the
entity.
606-10-55-318B The entity concludes that it does not control the specified goods
before they are transferred to customers that order goods using the website. The
entity does not at any time have the ability to direct the use of the goods
transferred to customers. For example, it cannot direct the goods to parties other
than the customer or prevent the supplier from transferring those goods to the
customer. The entity does not control the suppliers inventory of goods used to
fulfill the orders placed by customers using the website.
606-10-55-318C In As part of reaching that conclusion, conclusion the entity
considers the following indicators from in paragraph 606-10-55-39. 606-10-55-39
as follows: The entity concludes that these indicators provide further evidence
that it does not control the specified goods before they are transferred to the
customers.
a. The supplier is primarily responsible for fulfilling the contractthat is, by
shipping the goods to the customer promise to provide the goods to the
customer. The entity is neither obliged to provide the goods if the
supplier fails to transfer the goods to the customer nor responsible for
the acceptability of the goods.
b. The entity does not take inventory risk at any time before or after the
goods are transferred during the transaction because the goods are
shipped directly by the supplier to the customer. The entity does not
commit to obtain the goods from the supplier before the goods are
purchased by the customer and does not accept responsibility for any
damaged or returned goods.
c. The entitys consideration is in the form of a commission (10 percent of
the sales price).
d. c. The entity does not have discretion in establishing prices for the
suppliers goods and, therefore, the benefit the entity can receive from
those goods is limited. The sales price is set by the supplier.
e. Neither the entity nor the supplier has credit risk because payments
from customers are made in advance.
[Content amended as shown and moved from paragraph 606-10-55-318]
606-10-55-319 Consequently, the entity concludes that it is an agent and its

performance obligation is to arrange for the provision of goods by the supplier.
When the entity satisfies its promise to arrange for the goods to be provided by
the supplier to the customer (which, in this example, is when goods are
10
purchased by the customer), the entity recognizes revenue in the amount of the
commission to which it is entitled.
> > > Example 46Promise to Provide Goods or Services (Entity Is a
Principal)
606-10-55-320 An entity enters into a contract with a customer for equipment
with unique specifications. The entity and the customer develop the
specifications for the equipment, which the entity communicates to a supplier that
the entity contracts with to manufacture the equipment. The entity also arranges
to have the supplier deliver the equipment directly to the customer. Upon delivery
of the equipment to the customer, the terms of the contract require the entity to
pay the supplier the price agreed to by the entity and the supplier for
manufacturing the equipment.
606-10-55-321 The entity and the customer negotiate the selling price, and the
entity invoices the customer for the agreed-upon price with 30-day payment
terms. The entitys profit is based on the difference between the sales price
negotiated with the customer and the price charged by the supplier.
606-10-55-322 The contract between the entity and the customer requires the
customer to seek remedies for defects in the equipment from the supplier under
the suppliers warranty. However, the entity is responsible for any corrections to
the equipment required resulting from errors in specifications.
provide the specified goods or services itself (that is, the entity is a principal) or to
arrange for another party to provide those goods or services to be provided by
another party (that is, the entity is an agent), the entity considers the nature of its
promise identifies the specified good or service to be provided to the customer
and assesses whether it controls that good or service before the good or service
is transferred to the customer. The entity has promised to provide the customer
with specialized equipment; however, the entity has subcontracted the
manufacturing of the equipment to the supplier. In determining whether the entity
obtains control of the equipment before control transfers to the customer and
whether the entity is a principal, the entity considers the indicators in paragraph
606-10-55-39 as follows:
Subparagraph superseded by Accounting Standards Update No. 2016-
08.The entity is primarily responsible for fulfilling the contract. Although
the entity subcontracted the manufacturing, the entity is ultimately
responsible for ensuring that the equipment meets the specifications for
which the customer has contracted.
08.The entity has inventory risk because of its responsibility for
corrections to the equipment resulting from errors in specifications, even
though the supplier has inventory risk during production and before
shipment.
11
08.The entity has discretion in establishing the selling price with the
customer, and the profit earned by the entity is an amount that is equal
to the difference between the selling price negotiated with the customer
and the amount to be paid to the supplier.
08.The entitys consideration is not in the form of a commission.
08.The entity has credit risk for the amount receivable from the
customer in exchange for the equipment.
606-10-55-323A The entity concludes that it has promised to provide the
customer with specialized equipment designed by the entity. Although the entity
has subcontracted the manufacturing of the equipment to the supplier, the entity
concludes that the design and manufacturing of the equipment are not distinct
because they are not separately identifiable (that is, there is a single
performance obligation). The entity is responsible for the overall management of
the contract (for example, by ensuring that the manufacturing service conforms to
the specifications) and thus provides a significant service of integrating those
items into the combined outputthe specialized equipmentfor which the
customer has contracted. In addition, those activities are highly interrelated. If
necessary modifications to the specifications are identified as the equipment is
manufactured, the entity is responsible for developing and communicating
revisions to the supplier and for ensuring that any associated rework required
conforms with the revised specifications. Accordingly, the entity identifies the
specified good to be provided to the customer as the specialized equipment.
606-10-55-323B The entity concludes that it controls the specialized equipment
before that equipment is transferred to the customer (see paragraph 606-10-55-
37A(c)). The entity provides the significant integration service necessary to
produce the specialized equipment and, therefore, controls the specialized
equipment before it is transferred to the customer. The entity directs the use of
the suppliers manufacturing service as an input in creating the combined output
that is the specialized equipment. In reaching the conclusion that it controls the
specialized equipment before that equipment is transferred to the customer, the
entity also observes that even though the supplier delivers the specialized
equipment to the customer, the supplier has no ability to direct its use (that is, the
terms of the contract between the entity and the supplier preclude the supplier
from using the specialized equipment for another purpose or directing that
equipment to another customer). The entity also obtains the remaining benefits
from the specialized equipment by being entitled to the consideration in the
contract from the customer.
606-10-55-324 The entity concludes that its promise is to provide the equipment
to the customer. On the basis of the indicators in paragraph 606-10-55-39, the
entity concludes that it controls the equipment before it is transferred to the
customer. Thus, the entity concludes that it is a principal in the transaction. The
12
entity does not consider the indicators in paragraph 606-10-55-39 because the
evaluation above is conclusive without consideration of the indicators. and The
entity recognizes revenue in the gross amount of consideration to which it is
entitled from the customer in exchange for the specialized equipment.
> > > Example 46APromise to Provide Goods or Services (Entity Is a
Principal)
606-10-55-324A An entity enters into a contract with a customer to provide office
maintenance services. The entity and the customer define and agree on the
scope of the services and negotiate the price. The entity is responsible for
ensuring that the services are performed in accordance with the terms and
conditions in the contract. The entity invoices the customer for the agreed-upon
price on a monthly basis with 10-day payment terms.
606-10-55-324B The entity regularly engages third-party service providers to
provide office maintenance services to its customers. When the entity obtains a
contract from a customer, the entity enters into a contract with one of those
service providers, directing the service provider to perform office maintenance
services for the customer. The payment terms in the contracts with the service
providers generally are aligned with the payment terms in the entitys contracts
with customers. However, the entity is obliged to pay the service provider even if
the customer fails to pay.
606-10-55-324C To determine whether the entity is a principal or an agent, the
entity identifies the specified good or service to be provided to the customer and
assesses whether it controls that good or service before the good or service is
transferred to the customer.
606-10-55-324D The entity observes that the specified services to be provided to
the customer are the office maintenance services for which the customer
contracted and that no other goods or services are promised to the customer.
While the entity obtains a right to office maintenance services from the service
provider after entering into the contract with the customer, that right is not
transferred to the customer. That is, the entity retains the ability to direct the use
of, and obtain substantially all the remaining benefits from, that right. For
example, the entity can decide whether to direct the service provider to provide
the office maintenance services for that customer, or for another customer, or at
its own facilities. The customer does not have a right to direct the service
provider to perform services that the entity has not agreed to provide. Therefore,
the right to office maintenance services obtained by the entity from the service
provider is not the specified good or service in its contract with the customer.
606-10-55-324E The entity concludes that it controls the specified services
before they are provided to the customer. The entity obtains control of a right to
office maintenance services after entering into the contract with the customer but
before those services are provided to the customer. The terms of the entitys
contract with the service provider give the entity the ability to direct the service
13
provider to provide the specified services on the entitys behalf (see paragraph
606-10-55-37A(b)). In addition, the entity concludes that the following indicators
in paragraph 606-10-55-39 provide further evidence that the entity controls the
office maintenance services before they are provided to the customer:
a. The entity is primarily responsible for fulfilling the promise to provide
office maintenance services. Although the entity has hired a service
provider to perform the services promised to the customer, it is the
entity itself that is responsible for ensuring that the services are
performed and are acceptable to the customer (that is, the entity is
responsible for fulfilment of the promise in the contract, regardless of
whether the entity performs the services itself or engages a third-party
service provider to perform the services).
b. The entity has discretion in setting the price for the services to the
customer.
606-10-55-324F The entity observes that it does not commit itself to obtain the
services from the service provider before obtaining the contract with the
customer. Thus, the entity has mitigated its inventory risk with respect to the
office maintenance services. Nonetheless, the entity concludes that it controls
the office maintenance services before they are provided to the customer on the
basis of the evidence in paragraph 606-10-55-324E.
606-10-55-324G Thus, the entity is a principal in the transaction and recognizes
revenue in the amount of consideration to which it is entitled from the customer in
exchange for the office maintenance services.
> > > Example 47Promise to Provide Goods or Services (Entity Is a
Principal)
606-10-55-325 An entity negotiates with major airlines to purchase tickets at
reduced rates compared with the price of tickets sold directly by the airlines to
the public. The entity agrees to buy a specific number of tickets and must pay for
those tickets regardless of whether it is able to resell them. The reduced rate
paid by the entity for each ticket purchased is negotiated and agreed in advance.
606-10-55-326 The entity determines the prices at which the airline tickets will be
sold to its customers. The entity sells the tickets and collects the consideration
from customers when the tickets are purchased; therefore, there is no credit risk.
606-10-55-327 The entity also assists the customers in resolving complaints with
the service provided by the airlines. However, each airline is responsible for
fulfilling obligations associated with the ticket, including remedies to a customer
for dissatisfaction with the service.
provide the specified goods or services itself (that is, the entity is a principal) or to
arrange for another party to provide those goods or services to be provided by
another party (that is, the entity is an agent), the entity considers the nature of its
14
promise identifies the specified good or service to be provided to the customer
and assesses whether it controls that good or service before the good or service
is transferred to the customer. The entity determines that its promise is to provide
the customer with a ticket, which provides the right to fly on the specified flight or
another flight if the specified flight is changed or cancelled. In determining
whether the entity obtains control of the right to fly before control transfers to the
customer and whether the entity is a principal, the entity considers the indicators
in paragraph 606-10-55-39 as follows:
08.The entity is primarily responsible for fulfilling the contract, which is
providing the right to fly. However, the entity is not responsible for
providing the flight itself, which will be provided by the airline.
08.The entity has inventory risk for the tickets because they are
purchased before they are sold to the entitys customers and the entity
is exposed to any loss as a result of not being able to sell the tickets for
more than the entitys cost.
08.The entity has discretion in setting the sales prices for tickets to its
customers.
08.As a result of the entitys ability to set the sales prices, the amount
that the entity earns is not in the form of a commission but, instead,
depends on the sales price it sets and the costs of the tickets that were
negotiated with the airline.
606-10-55-328A The entity concludes that with each ticket that it commits itself to
purchase from the airline, it obtains control of a right to fly on a specified flight (in
the form of a ticket) that the entity then transfers to one of its customers (see
paragraph 606-10-55-37A(a)). Consequently, the entity determines that the
specified good or service to be provided to its customer is that right (to a seat on
a specific flight) that the entity controls. The entity observes that no other goods
or services are promised to the customer.
606-10-55-328B The entity controls the right to each flight before it transfers that
specified right to one of its customers because the entity has the ability to direct
the use of that right by deciding whether to use the ticket to fulfill a contract with a
customer and, if so, which contract it will fulfill. The entity also has the ability to
obtain the remaining benefits from that right by either reselling the ticket and
obtaining all of the proceeds from the sale or, alternatively, using the ticket itself.
606-10-55-328C The indicators in paragraph 606-10-55-39(b) through (c) also
provide relevant evidence that the entity controls each specified right (ticket)
before it is transferred to the customer. The entity has inventory risk with respect
to the ticket because the entity committed itself to obtain the ticket from the
airline before obtaining a contract with a customer to purchase the ticket. This is
15
because the entity is obliged to pay the airline for that right regardless of whether
it is able to obtain a customer to resell the ticket to or whether it can obtain a
favorable price for the ticket. The entity also establishes the price that the
customer will pay for the specified ticket.
606-10-55-329 The entity concludes that its promise is to provide a ticket (that is,
a right to fly) to the customer. On the basis of the indicators in paragraph 606-10-
55-39, the entity concludes that it controls the ticket before it is transferred to the
customer. Thus, the entity concludes that it is a principal in the transaction
transactions with customers. The entity and recognizes revenue in the gross
amount of consideration to which it is entitled in exchange for the tickets
transferred to the customers.
> > > Example 48Arranging for the Provision of Goods or Services (Entity
Is an Agent)
606-10-55-330 An entity sells vouchers that entitle customers to future meals at
specified restaurants. These vouchers are sold by the entity, and the sales price
of the voucher provides the customer with a significant discount when compared
with the normal selling prices of the meals (for example, a customer pays $100
for a voucher that entitles the customer to a meal at a restaurant that would
otherwise cost $200). The entity does not purchase or commit itself to purchase
vouchers in advance of the sale of a voucher to a customer; instead, it purchases
vouchers only as they are requested by the customers. The entity sells the
vouchers through its website, and the vouchers are nonrefundable.
606-10-55-331 The entity and the restaurants jointly determine the prices at
which the vouchers will be sold to customers. The Under the terms of its
contracts with the restaurants, the entity is entitled to 30 percent of the voucher
price when it sells the voucher. The entity has no credit risk because the
customers pay for the vouchers when purchased.
606-10-55-332 The entity also assists the customers in resolving complaints
about the meals and has a buyer satisfaction program. However, the restaurant
is responsible for fulfilling obligations associated with the voucher, including
remedies to a customer for dissatisfaction with the service.
606-10-55-333 To determine whether the entity is a principal or an agent, the
entity considers the nature of its promise and whether it takes control of the
voucher (that is, a right) before control transfers to the customer identifies the
specified good or service to be provided to the customer and assesses whether it
controls the specified good or service before that good or service is transferred to
the customer. In making this determination, the entity considers the indicators in
paragraph 606-10-55-39 as follows:
08.The entity is not responsible for providing the meals itself, which will
be provided by the restaurants.
16
08.The entity does not have inventory risk for the vouchers because
they are not purchased before being sold to customers and the
vouchers are nonrefundable.
08.The entity has some discretion in setting the sales prices for
vouchers to customers, but the sales prices are jointly determined with
the restaurants.
08.The entitys consideration is in the form of a commission, because it
is entitled to a stipulated percentage (30 percent) of the voucher price.
606-10-55-333A A customer obtains a voucher for the restaurant that it selects.
The entity does not engage the restaurants to provide meals to customers on the
entitys behalf as described in the indicator in paragraph 606-10-55-39(a).
Therefore, the entity observes that the specified good or service to be provided to
the customer is the right to a meal (in the form of a voucher) at a specified
restaurant or restaurants, which the customer purchases and then can use itself
or transfer to another person. The entity also observes that no other goods or
services (other than the vouchers) are promised to the customers.
606-10-55-333B The entity concludes that it does not control the voucher (right
to a meal) at any time. In reaching this conclusion, the entity principally considers
the following:
a. The vouchers are created only at the time that they are transferred to
the customers and, thus, do not exist before that transfer. Therefore, the
entity does not at any time have the ability to direct the use of the
vouchers or obtain substantially all of the remaining benefits from the
vouchers before they are transferred to customers.
b. The entity neither purchases nor commits itself to purchase vouchers
before they are sold to customers. The entity also has no responsibility
to accept any returned vouchers. Therefore, the entity does not have
inventory risk with respect to the vouchers as described in the indicator
in paragraph 606-10-55-39(b).
606-10-55-334 The entity concludes that its promise is to arrange for goods or
services to be provided to customers (the purchasers of the vouchers) in
exchange for a commission. On the basis of the indicators in paragraph 606-10-
55-39, the entity concludes that it does not control the vouchers that provide a
right to meals before they are transferred to the customers. Thus, the entity
concludes that it is an agent in the arrangement with respect to the vouchers.
The entity and recognizes revenue in the net amount of consideration to which
the entity will be entitled in exchange for the service arranging for the restaurants
to provide vouchers to customers for the restaurants meals, which is the 30
percent commission it is entitled to upon the sale of each voucher.
> > > Example 48AEntity Is a Principal and an Agent in the Same Contract
17
606-10-55-334A An entity sells services to assist its customers in more
effectively targeting potential recruits for open job positions. The entity performs
several services itself, such as interviewing candidates and performing
background checks. As part of the contract with a customer, the customer agrees
to obtain a license to access a third partys database of information on potential
recruits. The entity arranges for this license with the third party, but the customer
contracts directly with the database provider for the license. The entity collects
payment on behalf of the third-party database provider as part of its overall
invoicing to the customer. The database provider sets the price charged to the
customer for the license and is responsible for providing technical support and
credits to which the customer may be entitled for service down-time or other
technical issues.
606-10-55-334B To determine whether the entity is a principal or an agent, the
entity identifies the specified goods or services to be provided to the customer
and assesses whether it controls those goods or services before they are
transferred to the customer.
606-10-55-334C For the purpose of this Example, it is assumed that the entity
concludes that its recruitment services and the database access license are each
distinct on the basis of its assessment of the guidance in paragraphs 606-10-25-
19 through 25-22. Accordingly, there are two specified goods or services to be
provided to the customeraccess to the third-partys database and recruitment
services.
606-10-55-334D The entity concludes that it does not control the access to the
database before it is provided to the customer. The entity does not at any time
have the ability to direct the use of the license because the customer contracts
for the license directly with the database provider. The entity does not control
access to the providers databaseit cannot, for example, grant access to the
database to a party other than the customer or prevent the database provider
from providing access to the customer.
606-10-55-334E As part of reaching that conclusion, the entity also considers the
indicators in paragraph 606-10-55-39. The entity concludes that these indicators
provide further evidence that it does not control access to the database before
that access is provided to the customer.
a. The entity is not responsible for fulfilling the promise to provide the
database access service. The customer contracts for the license directly
with the third-party database provider, and the database provider is
responsible for the acceptability of the database access (for example,
by providing technical support or service credits).
b. The entity does not have inventory risk because it does not purchase or
commit to purchase the database access before the customer contracts
for database access directly with the database provider.
18
c. The entity does not have discretion in setting the price for the database
access with the customer because the database provider sets that
price.
606-10-55-334F Thus, the entity concludes that it is an agent in relation to the
third-partys database service. In contrast, the entity concludes that it is the
principal in relation to the recruitment services because the entity performs those
services itself and no other party is involved in providing those services to the
customer.
Amendments to Section 606-10-65

5. Amend paragraph 606-10-65-1 and its related heading as follows:
> Transition Related to Accounting Standards Update No. 2014-09, Revenue

from Contracts with Customers (Topic 606), and Accounting Standards
Update No. 2016-08, Revenue from Contracts with Customers (Topic 606):
Principal versus Agent Considerations (Reporting Revenue Gross versus
Net)
606-10-65-1 The following represents the transition and effective date

information related to Accounting Standards Update No. 2014-09, Revenue from
Contracts with Customers (Topic 606), and Accounting Standards Update No.
2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus
Agent Considerations (Reporting Revenue Gross versus Net):
[The remainder of this paragraph is not shown here because it is

unchanged.]
Amendments to the Status Section

6. Amend paragraph 606-10-00-01, by adding the following items to the
table, as follows:
606-10-00-01 The following table identifies the changes made to this Subtopic.
Accounting
Standards
Paragraph Action Update Date
606-10-55-36 Amended 2016-08 03/17/2016
606-10-55-36A Added 2016-08 03/17/2016
606-10-55-37 Amended 2016-08 03/17/2016
606-10-55-37A Added 2016-08 03/17/2016
606-10-55-37B Added 2016-08 03/17/2016
606-10-55-38 Amended 2016-08 03/17/2016
19
606-10-55-39 Amended 2016-08 03/17/2016
606-39-55-39A Added 2016-08 03/17/2016
606-10-55-40 Amended 2016-08 03/17/2016
606-10-55-93 Amended 2016-08 03/17/2016
606-10-55-316
through 55-318 Amended 2016-08 03/17/2016
606-10-55-318A
through 55-318C Added 2016-08 03/17/2016
606-10-55-323 Amended 2016-08 03/17/2016
606-10-55-323A Added 2016-08 03/17/2016
606-10-55-323B Added 2016-08 03/17/2016
606-10-55-324 Amended 2016-08 03/17/2016
606-10-55-324A
through 55-324G Added 2016-08 03/17/2016
606-10-55-326
through 55-328 Amended 2016-08 03/17/2016
606-10-55-328A
through 55-328C Added 2016-08 03/17/2016
606-10-55-329
through 55-331 Amended 2016-08 03/17/2016
606-10-55-333 Amended 2016-08 03/17/2016
606-10-55-333A Added 2016-08 03/17/2016
606-10-55-333B Added 2016-08 03/17/2016
606-10-55-334 Amended 2016-08 03/17/2016
606-10-55-334A
through 55-334F Added 2016-08 03/17/2016
606-10-65-1 Amended 2016-08 03/17/2016
The amendments in this Update were adopted by the unanimous vote of the
seven members of the Financial Accounting Standards Board:
Russell G. Golden, Chairman
James L. Kroeker, Vice Chairman
Daryl E. Buck
Thomas J. Linsmeier
R. Harold Schroeder
Marc A. Siegel
Lawrence W. Smith
20
Background Information and
Basis for Conclusions
Introduction
BC1. The following summarizes the Boards considerations in reaching the
conclusions in this Accounting Standards Update. It includes reasons for
accepting certain approaches and rejecting others. Individual Board members
gave greater weight to some factors than to others.
Background Information
BC2. On May 28, 2014, the FASB issued Accounting Standards Update No.
2014-09, Revenue from Contracts with Customers (Topic 606), and the IASB
issued IFRS 15, Revenue from Contracts with Customers (collectively, the new
revenue standard). The new revenue standard has largely converged for GAAP
and IFRS. In June 2014, the FASB and the IASB announced the formation of the
FASB-IASB Joint Transition Resource Group for Revenue Recognition (TRG).
One of the objectives of the TRG is to inform the Boards about potential
implementation issues that could arise when organizations implement the new
revenue standard. The TRG also assists stakeholders in understanding specific
aspects of the new revenue standard. The TRG does not issue authoritative
guidance. Instead, the Boards evaluate the feedback received from the TRG and
other stakeholders to determine what action, if any, is necessary for each
potential implementation issue.
BC3. Reporting revenue gross versus net was discussed at the July 18, 2014
TRG meeting. The TRG discussed both the principal versus agent considerations
guidance in the new revenue standard and the issue of determining the
transaction price when an entity is a principal but is unaware of the price charged
to the customer for its goods or services by an intermediary (that is, whether an
entity should estimate the price charged to the customer by the intermediary and
recognize that amount as its gross revenue as a principal in the transaction).
That discussion informed the Boards about potential challenges with consistent
application of the new revenue standard. Following the TRG meetings, the FASB
and the IASB directed their respective staffs to perform additional research and
outreach on reporting revenue gross versus net. The focus of the additional
research and outreach was to understand whether there were specific
improvements each Board could make that would assist stakeholders with
consistent application of the new revenue standard.
21
BC4. Both the FASB and the IASB agreed to make the amendments to the
principal versus agent considerations guidance in this Update. Both Boards also
agreed to amend existing examples and add new illustrative examples. As a
result, the guidance to determine whether an entity is a principal or an agent
remains converged. Both the FASB and the IASB expect the amendments will
help reduce the cost and complexity of implementation by enhancing the
operability and understandability of the guidance.
BC5. The FASB issued a proposed Accounting Standards Update, Revenue
from Contracts with Customers (Topic 606): Principal versus Agent
Considerations (Reporting Revenue Gross versus Net), on August 31, 2015, with
a 45-day comment period. The FASB received 21 comment letters on the
proposed Update. Overall, respondents to the proposed Update expressed
support for the proposed amendments, citing that the amendments improve the
operability of the principal versus agent implementation guidance.
Scope
BC6. The scope of the guidance is the same as the scope of Topic 606 (see
paragraphs 606-10-15-1 through 15-5).

BC7. When another party, in addition to the entity, is involved in providing goods
or services to a customer, Topic 606 requires the entity to determine whether it is
either:
a. A principal in the transaction (recognizing as revenue the gross amount
of consideration to which it expects to be entitled in exchange for
providing the specified goods or services to the customer)
b. An agent in the transaction (recognizing as revenue the fee or
commission for arranging for the specified goods or services to be
provided by the other party to the customer).
Paragraphs 606-10-55-36 through 55-40 include guidance to help an entity make
that determination.
BC8. The TRG discussed a number of issues about the guidance in paragraphs
606-10-55-36 through 55-40. Some stakeholders questioned whether control is
always the basis for determining whether an entity is a principal or an agent and
how the control principle and the indicators in paragraph 606-10-55-39 work
together. Other stakeholders questioned how to apply the control principle to
contracts involving intangible goods or services.
BC9. In the light of those discussions and the feedback on the proposed
Update, the Boards discussed and decided to clarify the principal versus agent
22
guidance in paragraphs 606-10-55-36 through 55-40 and the related illustrative
examples.
BC10. When another party is involved in providing goods or services to a
customer, the amendments to the implementation guidance clarify how an entity
determines whether it is a principal or an agent. These amendments focus on (a)
the need for appropriately identifying the good or service that is transferred to the
customer (the specified good or service) and (b) determining whether the entity
has promised to provide the specified good or service itself (that is, the entity is a
principal) or to arrange for the specified good or service to be provided to the
customer by the other party (that is, the entity is an agent). The entity determines
the nature of its promise on the basis of whether the entity controls the specified
good or service before that good or service is transferred to the customer.
Throughout the guidance on principal versus agent considerations, the Boards
decided to refer to the specified good or service transferred to the customer (as
in paragraph 606-10-55-36), rather than the performance obligation. This is
because use of the term performance obligation would have been confusing if
the entity is an agent. An agents performance obligation is to arrange for the
other party to provide its goods or services to the customer; it does not promise
to provide the goods or services itself to the end customer. Accordingly, the
specified good or service to be provided to the end customer is not the
performance obligation of the agent.
Principle for Determining Whether an Entity Is a Principal or

an Agent
BC11. Paragraph 606-10-55-36 requires an entity to determine whether it is a
principal or an agent on the basis of whether the nature of the entitys promise is
a performance obligation to provide the specified goods or services itself (that is,
the entity is a principal) or to arrange for those goods or services to be provided
by another party (that is, the entity is an agent). Assessing whether the entity
controls the specified good or service before it is transferred to the customer is
the basis for determining the nature of the entitys promise.
BC12. The Boards observed that in order for an entity to conclude that it is
providing the specified good or service to the customer, it must first control that
good or service (as defined in paragraph 606-10-25-25). The entity cannot
provide the specified good or service to a customer if the entity does not first
have control of the good or service to be provided. If an entity controls the
specified good or service before that good or service is transferred to the
customer, the entity is the principal in the transaction with the customer. If the
entity does not control the specified good or service before that good or service is
transferred to a customer, the entity is not a principal in the transaction with the
customer. The Boards noted that their considerations in this respect are
explained in paragraph BC380 of Update 2014-09.
23
BC13. In addition, the Boards noted that an entity that itself manufactures a good
or performs a service is always a principal if the entity transfers control of that
good or service to another party. Such an entity does not need to evaluate
whether it is a principal or an agent using the guidance in paragraphs 606-10-55-
36 through 55-40 because the entity transfers the good or provides the service
directly to its customer without the involvement of another party. If the entity
transfers a good or provides a service to an intermediary that is a principal in
providing that good or service to an end customer (whether individually or as part
of a distinct bundle of goods or services), the entitys customer is the
intermediary.
BC14. Because of the concerns highlighted in the TRG discussions, the Boards
decided to clarify the following aspects of the implementation guidance on
principal versus agent considerations:
a. The relationship between the control principle and the indicators in
paragraph 606-10-55-39
b. The application of the control principle to intangible goods and services.
The Relationship between Control and the Indicators in

Paragraph 606-10-55-39
BC15. The Boards observed that the questions about the relationship between
the assessment of control and the indicators of control in paragraph 606-10-55-
39, at least in part, arose because the indicators in that paragraph are carried
forward from Topic 605, Revenue Recognition, and IAS 18, Revenue. IAS 18 had
a principle for this assessment (based on risks and rewards) that was different
from the control principle in IFRS 15, and although Topic 605 did not explicitly
include a principle, the indicators were understood to be indicators of risks and
rewards. In addition, the structure of the analysis in Examples 4548 in Topic
606 added to the confusion.
BC16. The Boards considerations (explained in paragraph BC382 of Update
2014-09) highlight that the indicators in paragraph 606-10-55-39 were included to
support an entitys assessment of whether it controls a specified good or service
before it is transferred to the customer. The indicators (a) do not override the
assessment of control, (b) should not be viewed in isolation, (c) do not constitute
a separate or additional evaluation, and (d) should not be considered a checklist
of criteria to be met in all scenarios. Considering one or more of the indicators
often will be helpful, and, depending on the facts and circumstances, individual
indicators will be more or less relevant or persuasive to the assessment of
control.
BC17. The Boards acknowledged that the indicators are similar to those in Topic
605 and IAS 18 but also noted their considerations in this respect explained in
paragraph BC382 of Update 2014-09. Paragraph BC382 explains that the
24
Boards decided to carry over some of the indicators in previous revenue
recognition standards even though those indicators have a different purpose in
the new standard. In the new standard, the indicators support the concepts of
identifying performance obligations and the transfer of control of goods or
services. Accordingly, the Boards had expected that the conclusions about
principal versus agent under Topic 606 could be different in some scenarios from
those reached under the previous revenue recognition standards. Furthermore,
the Boards observed that although exposure to risks and rewards alone does not
give an entity control, exposure to risks and rewards can be a helpful factor to
consider in determining whether an entity has obtained control (see paragraph
606-10-25-30).
BC18. The Boards decided to amend the indicators in paragraph 606-10-55-39 to
more clearly establish a link between the control principle and the indicators by:
a. Reframing the indicators as indicators of when an entity controls a
specified good or service before transfer, rather than as indicators that
an entity does not control the specified good or service before transfer.
b. Adding guidance to explain how each indicator supports the
assessment of control as defined in paragraph 606-10-55-39. This
should help entities apply indicators that are similar to those in the
previous revenue recognition guidance but within the context of the
control principle in Topic 606.
c. Removing the indicator relating to the form of the consideration.
Although that indicator might sometimes be helpful in assessing
whether an entity is an agent, the Boards concluded that it would not be
helpful in assessing whether an entity is a principal.
d. Removing the indicator relating to exposure to credit risk. The feedback
on the proposed Update highlighted that exposure to credit risk is
generally not a helpful indicator when assessing whether an entity
controls the specified good or service. Stakeholders observed that the
credit risk indicator in the previous revenue guidance has been
problematic from the perspective of entities trying to use exposure to
credit risk to override stronger evidence of agency. The Boards
concluded that removing the credit risk indicator should reduce some of
the complexity in the principal versus agent evaluation because the
credit risk indicator typically will be less (or not) relevant to the
evaluation for contracts with customers within the scope of Topic 606.
e. Clarifying that the indicators are not an exhaustive list and merely
support the assessment of control. They do not replace or override that
assessment. The Boards decided to explicitly state that one or more of
the indicators might provide more persuasive evidence to support the
assessment of control in different scenarios.
BC19. The FASB considered whether additional changes to the indicators,
beyond those in paragraph BC18, might further clarify and make more operable
the application of the control principle. For example, the FASB considered
25
whether there were additional, or different, factors or criteria that might be
determinative to the principal versus agent assessment that should be included
in the guidance in addition to, or instead of, the indicators in paragraph 606-10-
55-39. The FASB also considered whether, even if the indicators in paragraph
606-10-55-39 were mostly retained, additional changes differentiating them from
the indicators in previous GAAP would help entities to understand and apply the
different principle those indicators serve in Topic 606 (that is, different from the
risks and rewards principle underlying previous GAAP).
BC20. Despite its view that some additional changes might further clarify the
principal versus agent guidance in Topic 606, the FASB decided to make more
limited amendments that converge with those that are being made by the IASB.
The FASB concluded that there were significant benefits to all stakeholders in
retaining converged principal versus agent guidance and that any benefits that
might be obtained from the additional changes that were considered did not
outweigh the significant benefits of retaining converged principal versus agent
guidance. The FASB also observed that some of the benefits that might be
obtained from those additional considered changes could also be obtained
through stakeholder education.
The Use of the Indicators in Paragraph 606-10-55-39 Rather

Than the Indicators in Paragraph 606-10-25-30
BC21. Some stakeholders questioned why the indicators in paragraph 606-10-
55-39 are different from the indicators on the satisfaction of performance
obligations (paragraph 606-10-25-30), noting that both sets of indicators relate to
control.
BC22. The Boards observed that the indicators in paragraph 606-10-25-30 are
indicators of the point in time at which the customer obtains control of the
promised good or service. Accordingly, those indicators serve a different purpose
than the indicators in paragraph 606-10-55-39. The indicators in paragraph 606-
10-25-30 are not intended to indicate whether the customer obtains control of a
promised assetwithin the context of Topic 606 as a whole, it is assumed that
the customer will obtain control of the promised asset at some pointinstead,
they are intended to indicate when the customer has obtained control. In
contrast, the indicators in paragraph 606-10-55-39 are intended to indicate
whether the entity controls a specified good or service before that good or
service is transferred to the customer.
Applying Control to Intangible Goods or Services

BC23. The Boards observed that at least some of the difficulty that stakeholders
raised about the application of the control principle, in particular to intangible
goods and services, is linked to challenges in identifying the specified good or
26
service to be provided to the customer. The Boards observed that this also had
frequently been a challenge for entities under previous revenue recognition
guidance.
BC24. The principal versus agent considerations relate to the application of Step
2 of the revenue recognition modelidentify the performance obligations in the
contract. Appropriately identifying the good or service to be provided is a critical
step in appropriately identifying whether the nature of an entitys promise is to act
as a principal or an agent. When the appropriate specified good or service is
identified, the assessment of control often is relatively straightforward, even when
the specified good or service is an intangible good or a service. For example, the
specified good or service to be provided to the customer could be:
a. A right to goods or services (see paragraph 606-10-25-18). For
example, the airline ticket (a right to fly) in Example 47 and the meal
voucher (a right to a meal) in Example 48 in this Update.
b. A bundle of goods or services that are not distinct from each other (for
example, the specialized equipment in Example 46 in this Update).
BC25. The Boards observed that when the specified good or service to be
provided to the customer is a right to goods or services to be provided in the
future by another party, the entity would determine whether its performance
obligation is a promise to provide a right to goods or services or whether it is
arranging for the other party to provide that right. The fact that the entity will not
provide the goods or services itself is not determinative. Instead, the entity
evaluates whether it controls the right to goods or services before that right is
transferred to the customer. In doing so, it is often relevant to assess whether the
right is created only when it is obtained by the customer or whether the right to
goods or services exists before the customer obtains the right. If the right does
not exist before the customer obtains it, an entity would be unable to control that
right before it is transferred to the customer.
BC26. Some respondents to the FASBs proposed Update and the IASBs
Exposure Draft stated that it could be difficult in some cases to determine when
the specified good or service is the right to a good or service and when it is the
underlying good or service itself (for example, in the case of Example 47,
whether the specified good or service is a right to the flight [the ticket] or the flight
itself). The Boards observed that there may be judgment involved in identifying
the specified good or service in some cases (just as identifying an entitys
performance obligations outside the context of a principal versus agent
evaluation often will require judgment). The Boards observed that assessing
whether the entity controls a right to a good or service is important to the
principal versus agent evaluation. The Boards noted that there are distinctions
between the principal versus agent examples that are important to determining,
in each example, whether the specified good or service is a right to a good or
service or the underlying service itself.
27
BC27. In Example 47, the entity itself does not transport the customers and it
cannot change or modify the service (that is, change the flight time or
destination). The entity does not obtain a customer and then obtain a flight
service provider to fulfill its performance obligation to the customer to transport
the customer from Point A to Point B. Rather, the entity obtains tickets before a
customer is identified for each of those tickets. The tickets represent specified
rights to fly on specific flights. The entity, therefore, controls a right to fly, which is
an asset because:
a. The entity can direct the use of the ticketthe entity can use the ticket
itself, sell the ticket to any customer it wishes, or let the ticket to expire
unused.
b. The entity can obtain substantially all the remaining benefits of the
ticketthe entity can either consume the right or obtain all of the cash
flows from sale of that right.
The entity then transfers that specific right to the customer. Hence, the customer
obtains from the entity a specified asset (the ticket representing the right to fly on
a specified flight) that the entity controlled.
BC28. In contrast, Example 46A concludes that the specified good or service is
the underlying office maintenance services rather than a right to those services.
In that Example, the entity obtains the contract with the customer to provide the
office maintenance services before it engages a subcontractor (the third-party
maintenance services provider) to perform those services. While the entity enters
into a contract to obtain office maintenance services from the subcontractor after
entering into the contract with the customer (but before the office maintenance
services are provided to the customer), the right to the subcontractors services is
not transferred to the customer. The entity retains control over that right (that is,
the entity retains the right to utilize the services from the subcontractor as it sees
fitit can utilize its right to office maintenance services to fulfill the customer
contract or another customer contract or to service its own facilities). The
customer does not obtain control of the entitys right to direct the subcontractor.
The customer has contracted with the entity for office maintenance services and
the customer is indifferent as to whether the subcontractor, the entity, or any
other subcontractor carries out the maintenance services as long as those
services are in accordance with the contractual terms. In contrast, in Example 47,
the customer is not indifferent as to which ticket the ticket broker transfers to it.
The customer wants the ticket broker to transfer a specific right that the customer
will then control (that is, a ticket for a specific flight).
BC29. The Boards also observed that the specified good or service to which the
control principle is applied should be a distinct good or service or a distinct
bundle of goods or services. If individual goods or services are not distinct from
each other, then they may be, for example, merely inputs to a combined item and
are each only part of a single promise to the customer. Accordingly, an entity
28
should evaluate the nature of its promise (that is, to act as a principal or an
agent) in the context of the promise to the customer, rather than for part of that
promise. Consequently, in contracts in which goods or services provided by
another party are inputs to a combined item (or items) for which the customer
has contracted, the entity assesses whether it controls the combined item before
that item is transferred to the customer.
BC30. When a specified good or service is a distinct bundle of goods or services,
the principal versus agent analysis may, in some cases, be straightforward. The
Boards concluded (in paragraph 606-10-55-37A(c)) that when an entity provides
a significant service of integrating two or more goods or services into the
combined output that is the specified good or service for which the customer
contracted, it controls that specified good or service before it is transferred to the
customer. When the entity provides a significant integration service, it controls
the inputs to the combined item that is the specified good or service (including
goods or services provided by another party that are inputs to the specified good
or service). The entity controls the inputs by directing their use to create the
combined item. In that case, the inputs provided by the other party would be a
fulfillment cost to the entity. In contrast, if a third party provides the significant
integration service, then the entitys customer for its goods or services (which
would be inputs to the specified good or service) is likely to be the other party.
BC31. The Boards decided to clarify the thought process to be applied when
assessing whether an entity is a principal or an agent by specifically requiring an
entity to identify the specified good or service before applying the control
principle to each specified good or service. The amendments to paragraph 606-
10-55-36 through 55-36A achieve the following:
a. Provide a better framework to be applied when assessing whether an
entity is a principal or an agent.
b. Emphasize the importance of appropriately identifying the specified
good or service (which could be a right to a good or service to be
provided by another party) that will be transferred to the customer.
c. Clarify that the specified good or service (that is, the unit of account for
the principal versus agent evaluation) is each distinct good or service
(or distinct bundle of goods or services). Accordingly, the amendments
also clarify that because a contract with a customer could include more
than one specified good or service, an entity could be a principal for one
or more specified goods or services in a contract and an agent for
others.
d. Emphasize that control (as defined in paragraph 606-10-25-25) is the
determining factor when assessing whether an entity is a principal or an
agent.
BC32. The FASB noted that, in many respects, the amendments to paragraphs
606-10-55-36 through 55-36A merely connect the principal versus agent
guidance to other aspects of the revenue model in Topic 606. Therefore,
29
including that guidance may not be essential to clarifying and improving the
principal versus agent guidance but will, nonetheless, be helpful. The FASB
further observed that other areas of the implementation guidance in Topic 606,
for example, the guidance on licensing, include references to other aspects of the
revenue model for which the Boards concluded it was important to do so. In this
case, the FASB concluded that the connections drawn between the principal
versus agent guidance and those other aspects of the model are essential to
applying the principal versus agent guidance appropriately and, therefore,
including explicit guidance is important to ensure that entities make those
connections. The FASB also observed that under previous GAAP (Topic 605),
entities frequently struggled to properly identify the deliverable when making
principal versus agent evaluations and, therefore, including clear guidance about
identifying the specified good or service represents an improvement to Topic 606
as compared with Topic 605.
Assessment of Control of a Service

BC33. The TRG discussions highlighted concerns about the application of the
control principle to services to be provided to a customer. Questions discussed
included how an entity (other than the service provider) could control a service
before that service is transferred to the customer because a service comes into
existence only at the moment that it is delivered.
BC34. The Boards observed that an entity can control a service to be provided by
another party when it controls the right to the specified services from the other
party that will be provided to the customer. The entity then either transfers the
right to the services to the customer (for example, the airline ticket in Example
47) or uses its right to direct the other party to provide the services to the
customer on the entitys behalf (that is, to satisfy the entitys performance
obligation in the contract with the customer) such as in Example 46A.
Determining whether the entity controls a right to a specified service requires
consideration of the facts and circumstances. The Boards noted that contracts
involving services provided by another party in which the entity is a principal can
be broadly categorized as follows:
a. Contracts in which an entity provides the customer with a right to a
future service to be provided by another party, such as the right to a
specified flight (in the form of a ticket) to be provided by an airline (as
discussed in paragraph BC27).
b. Contracts in which the service provided by the other party is not distinct
from other goods or services promised to the customer, and the entity
directs the use of that service to create the combined item that is the
specified good or service for which the customer has contracted (as
discussed in paragraphs BC29 through BC30). Paragraph 606-10-55-
37A(c) states that this scenario would exist whenever the entity provides
a significant service of integrating the service provided by another party
30
into the specified good or service for which the customer has
contracted. Example 46 in this Update illustrates this scenario.
c. Contracts in which an entity directs another party to provide the service
to the customer on the entitys behalf in satisfying the entitys
performance obligation. Example 46A in this Update illustrates this
scenario.
BC35. The Boards observed that determining whether an entity is a principal or
an agent may be more difficult in the third category of contracts listed above.
Having entered into a contract with a customer, the entity engages another party
(a subcontractor) to satisfy a performance obligation within that contract on its
behalf. In these contracts, the entity would assess whether it controls a right to
the specified services. An entity could control the right to the specified services
by entering into a contract with the subcontractor and defining the services to be
performed by the subcontractor on the entitys behalf. In that scenario, as
outlined more fully in paragraph BC28, the entity obtains the right to the services
of the subcontractor and then directs the subcontractor to provide the services to
the customer on the entitys behalf. This scenario is equivalent to the entity
fulfilling the contract using its own resources rather than engaging another party
to do so. The entity would remain responsible for the satisfactory provision of
services in accordance with the contract with the customer. In other scenarios in
which the specified services provided to the customer are provided by another
party and the entity did not have the ability to direct those services, the entity
would typically be an agent. In those scenarios, the entity is likely to be
facilitating (and arranging for) the provision of services by the other party rather
than controlling the rights to the services that the entity then directs to the
customer.
BC36. The Boards noted that paragraph 606-10-55-37 explains that an entity that
is a principal in a contract may satisfy a performance obligation by itself or it may
engage another party to satisfy some or all of a performance obligation on its
behalf. The Boards decided to add further explanation to clarify the assessment
of control of a service by explaining the scenarios in which a principal can control
a service to be provided by another party. The Boards also decided to add
Example 46A to the implementation guidance in this Update to illustrate the
application of control to services.
Estimating Gross Revenue as a Principal

BC37. The Boards were informed of questions about the accounting for
transactions in which an entity is a principal in a transaction but uncertainty in the
transaction price is not expected to ultimately be resolved. With respect to those
transactions, the Boards were informed that, under GAAP before the adoption of
Topic 606, some entities estimate the price charged to the customer by the
intermediary and recognize that amount as their revenue, while other entities
31
recognize the known amount to which they are entitled from the intermediary as
their revenue.
BC38. The FASB decided not to propose amendments to Topic 606 to address
questions about those transactions. The Boards rationale for this decision
included:
a. The guidance in Topic 606 appears to be sufficient to address the
accounting given the current narrow scope of the issue. Based on
research and outreach, the issue is not pervasive and affects a limited
number of entities and contracts. The stakeholders that raised the
questions recommended that the Boards not address the issue.
b. The Board wanted to maintain convergence with IFRS 15. The IASB
chose not to make amendments to IFRS 15 for this issue.
c. The determination of whether revenue may be estimated or not is based
on an assessment of the transaction price guidance in Section 606-10-
32 on measurement (such as, the amount of consideration which the
entity expects to be entitled to for transferring promised goods or
services to a customer and the constraint on variable consideration).
The guidance on variable consideration is instructive as to whether
amounts should be recognized as revenue. A key tenet of variable
consideration is that at some point the uncertainty in the transaction
price ultimately will be resolved. When the uncertainty is not expected to
ultimately be resolved, the guidance indicates that the difference
between the amount to which the entity is entitled from the intermediary
and the amount charged by the intermediary to the end customer is not
variable consideration and, therefore, is not part of the entitys
transaction price.
d. The Board is concerned that there is a risk of unintended consequences
of revising the transaction price guidance to clarify the accounting for a
narrow issue.
Benefits and Costs

BC39. The objective of financial reporting is to provide information that is useful
to present and potential investors, creditors, donors, and other capital market
participants in making rational investment, credit, and similar resource allocation
decisions. However, the benefits of providing information for that purpose should
justify the related costs. Present and potential investors, creditors, donors, and
other users of financial information benefit from improvements in financial
reporting, while the costs to implement new guidance are borne primarily by
present investors. The Boards assessment of the costs and benefits of issuing
new guidance is unavoidably more qualitative than quantitative because there is
no method to objectively measure the costs to implement new guidance or to
quantify the value of improved information in financial statements.
32
BC40. The Board does not anticipate that entities will incur significant costs as a
result of the amendments in this Update because the amended guidance
currently is not effective. The objective of this Update is to reduce the risk of
diversity in practice before organizations implement Topic 606, which should
benefit financial statement users by providing more comparable information.
Additionally, the amendments should reduce the cost and complexity of applying
Topic 606 both at transition and on an ongoing basis.
33
Amendments to the XBRL Taxonomy
The amendments to the FASB Accounting Standards Codification in this
Accounting Standards Update do not require changes to the U.S. GAAP
Financial Reporting Taxonomy (Taxonomy). Any stakeholders who believe that
changes to the Taxonomy are required should provide their comments and
suggested changes through ASU Taxonomy Changes provided at www.fasb.org.
34

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No.

Revenue from Contracts with Customers

Principal versus Agent Considerations

An Amendment of the FASB Accounting Standards Codification

For additional copies of this Accounting Standards Update and information on

Please ask for our Product Code No. ASU2016-08.

FINANCIAL ACCOUNTING SERIES (ISSN 0885-9051) is published monthly with

Copyright 2016 by Financial Accounting Foundation. All rights reserved.

Revenue from Contracts with Customers

Principal versus Agent Considerations

An Amendment of the FASB Accounting Standards Codification

Financial Accounting Standards Board

Revenue from Contracts with Customers (Topic 606)

Principal versus Agent Considerations (Reporting

Who Is Affected by the Amendments in This Update?

What Are the Main Provisions?

How Do the Provisions Compare with International

Amendments to Section 606-10-55

Revenue from Contracts with CustomersOverall

4. Amend paragraphs 606-10-55-316 through 55-318, 606-10-55-323

[Content amended as shown and moved from paragraph 606-10-55-318]

606-10-55-319 Consequently, the entity concludes that it is an agent and its

Amendments to Section 606-10-65

> Transition Related to Accounting Standards Update No. 2014-09, Revenue

606-10-65-1 The following represents the transition and effective date

[The remainder of this paragraph is not shown here because it is

Amendments to the Status Section

Principal versus Agent Considerations

Principle for Determining Whether an Entity Is a Principal or

The Relationship between Control and the Indicators in

The Use of the Indicators in Paragraph 606-10-55-39 Rather

Applying Control to Intangible Goods or Services

Assessment of Control of a Service

Estimating Gross Revenue as a Principal

Benefits and Costs

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