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October 2010




Revenue recognition and
the automotive industry: shifting into a new gear




At a glance
An Exposure Draft (ED), Revenue   We believe that companies will     The changes resulting from the
from Contracts with Customers,    likely need to fundamentally       ED would reach beyond financial
was issued in June 2010. The      change their approach to the       reporting with impact to entity-
ED proposes a single, contract-   revenue process as the ED          wide functions (e.g., IT systems),
based asset and liability model   represents a new way of thinking   key financial statement metrics,
in which revenue is recognized    about revenue recognition.         and legal contracts (e.g., debt
upon the satisfaction of                                             covenants and contracts with
performance obligations.                                             customers).


                                                                           pwc
Revenue recognition and the automotive industry




     “The revenue recognition exposure draft is not just
      a facelift of the same old standards; the FASB and
      IASB have unveiled a redesign of the guidance
      that will likely impact every player in the global
      automotive industry.”




      Shifting into a new gear                    The Boards released an Exposure        A new model rolls into the
                                                  Draft (ED), Revenue from Contracts
      The automotive industry can expect
                                                  with Customers, on June 24, 2010
                                                                                         showroom
      significant changes to the current                                                 The proposed standard employs
                                                  which proposes a single, contract-
      revenue recognition models under                                                   an asset and liability approach,
                                                  based asset and liability model in
      U.S. GAAP and IFRS. That is certain.                                               the cornerstone of the Boards’
                                                  which revenue is recognized upon
      The revenue recognition exposure                                                   conceptual framework. Inherent in
                                                  the satisfaction of performance
      draft is not just a facelift of the                                                any contract is the right to receive
                                                  obligations. Satisfaction of a
      same old standards; the FASB and                                                   consideration (i.e., a contract asset)
                                                  performance obligation occurs
      IASB have unveiled a redesign                                                      and an obligation to provide goods
                                                  when control of an asset (either a
      of the guidance that will likely                                                   or perform services (i.e., a contract
                                                  good or service) transfers to the
      impact every player in the global                                                  liability). If an entity transfers goods
                                                  customer. The proposed balance
      automotive industry.                                                               or services to a customer before
                                                  sheet approach to revenue
                                                  recognition is a significant shift     the customer pays consideration,
      Current U.S. GAAP contains
                                                  from current revenue models that       the entity will present a net contract
      more than one hundred revenue
                                                  are based on the culmination of        asset. A net contract liability is
      recognition standards and is
                                                  an earnings process. This change       recorded when the entity has
      often criticized as being too rules-
                                                  introduces a new way of thinking       received consideration prior to
      driven, burdensome to apply and
                                                  about revenue recognition and we       transferring goods or services to the
      inconsistent with the economics
                                                  believe that companies will need       customer. Revenue is recognized
      of certain transactions. Current
                                                  to fundamentally change the way        when contract assets increase or
      IFRS, on the other hand, has only
                                                  they approach the revenue process      contract liabilities decrease as a
      two revenue recognition standards.
                                                  throughout their organization.         result of satisfying performance
      While these standards provide a
                                                                                         obligations. A performance
      solid foundation, they have been
                                                  The following discussion will          obligation is a promise to transfer an
      viewed as being difficult to apply
                                                  introduce the primary steps in         asset (either a good or service) to a
      to complex transactions. The
                                                  the proposed revenue recognition       customer. For example, a supplier
      Boards’ objective is to create
                                                  model and will explore the potential   typically satisfies its contract
      a single standard to address
                                                  impact on key areas affecting the      obligation with an OEM through
      these challenges.
                                                  automotive industry.                   the delivery of parts, resulting in




2   PricewaterhouseCoopers
Revenue recognition and the automotive industry




                                           also need to determine if a single       the modification are interdependent.
                                           contract needs to be segmented or        Contract modifications come in a
                                           divided into two or more contracts.      variety of forms, including changes
                                           Contracts are combined when              in the nature or amount of goods
                                           contract prices are interdependent.      to be transferred and changes
                                           Conversely, a contract is segmented      in the previously agreed pricing.
                                           if goods or services within the          Management must consider the
                                           contract are priced independently        factors described above (i.e.,
                                           from other goods or services in          when the contracts were entered
                                           that same contract. Identifying the      into, whether the objective of
                                           appropriate unit of accounting is        the contracts is related, and
                                           critical to ensuring that the model is   whether performance under the
                                           properly applied.                        contracts occurs at the same time
                                                                                    or successively) in determining
                                           Consider an example where                whether the modification is priced
                                           separate contracts may require           interdependently or independently
                                           combining and accounting as              of the existing contract. If the
                                           a single contract. Automotive            determination is made that the
a decrease in its gross contract           suppliers often incur costs related      contract modification should
liability and, therefore, an increase in   to tooling prior to production. In       be combined with the existing
the amount of revenue recognized.          some cases, the tooling is built by      contract, the entity will recognize
                                           the supplier for sale to the OEM         the cumulative effect of the contract
The proposal includes a five-step          (i.e., the tooling is or will be owned
process to apply the new model:                                                     modification in the period in which
                                           by the OEM) and consideration            the modification occurs.
1. Identify the contract(s) with           for the tooling is received through
   a customer                              an increase in the sales price of
                                           the eventual output from the tool.         Key Takeaway
2. Identify the separate                   Generally, there is a separate
                                                                                      While the identification of
   performance obligations in              contract for this production output.
                                                                                      contracts is not expected to be
   the contract                            Determining if the tooling contract
                                                                                      particularly difficult, this step
                                           and the production contract should
3. Determine the transaction price                                                    in the process could result in
                                           be considered separately or as a
                                                                                      changes within the automotive
                                           single contract requires judgment.
4. Allocate the transaction                                                           industry. We anticipate that
                                           When two contracts are entered into
   price to the separate                                                              there will be certain contractual
                                           at or near the same time, negotiated
   performance obligations                                                            arrangements (e.g., contracts
                                           with a single commercial objective,
                                                                                      for pre-production activities
5. Recognize revenue when                  and performed either concurrently
                                                                                      related to long-term supply
   performance obligations                 or consecutively, they would likely
                                                                                      arrangements and certain
   are satisfied                           be considered price interdependent
                                                                                      contract modifications) that
                                           and combined as a single contract
                                                                                      may need to be considered
                                           for accounting purposes. This would
Step 1: Identify the contract(s)                                                      together, as a single contract,
                                           likely change the pattern of revenue
with a customer                                                                       for accounting purposes. This
                                           recognition as discussed later in
                                                                                      determination could result in
The proposal applies only to               this paper.
                                                                                      earlier revenue recognition
contracts with customers. Entities
                                           A contract modification is combined        under the proposed standard
will need to determine whether they
                                           with the existing contract if the          compared to today’s accounting.
should account for two or more
contracts together. Entities will          prices of the existing contract and




                                                                                                              PricewaterhouseCoopers     3
Revenue recognition and the automotive industry




                                                  Step 2: Identify the separate             sells (or could sell) an identical or
                                                  performance obligations in                similar good or service separately.
                                                  the contract                              An OEM’s agreement to transfer
                                                                                            a vehicle and to provide free
                                                  The objective of identifying              maintenance on the vehicle, for
                                                  and separating performance                example, would require separation
                                                  obligations is to ensure revenue is       if the vehicle was delivered at a
                                                  recognized when the performance           different time than the performance
                                                  obligations are satisfied (i.e., goods    of the free maintenance services
                                                  and services are transferred              and the vehicle and services were
                                                  to the customer). Contracts               distinct. We expect that entities will
                                                  must be evaluated to ensure               be required to separately account
                                                  that all performance obligations          for more performance obligations
                                                  are identified.                           than today.
                                                  An enforceable promise to transfer        The following areas, while not
                                                  an asset to a customer, whether           all inclusive, are likely to be
                                                  explicit, implicit, or created            impacted by the new model and
                                                  constructively through past practice,     the requirement to indentify, and
                                                  is a performance obligation. The          potentially separate, performance
                                                  concept is similar to today’s             obligations.
                                                  concept of an element or deliverable.
                                                  Most contracts will explicitly identify   Product Warranties
                                                  performance obligations. However,         The proposed accounting for
                                                  performance obligations may arise         revenue related to product
                                                  in other ways. For example, legal
     “This may result in a                        or statutory requirements may
                                                                                            warranties will arguably have the
                                                                                            most significant impact across
      greater number of                           create performance obligations. A         the industry. Revenue recognition
                                                  performance obligation may also
      obligations within                          be created through customary
                                                                                            differs under the proposed standard
                                                                                            depending on the objective of
      an arrangement                              business practices, such as an            the warranty. The Boards’ current
                                                  entity’s practice of providing
      being identified                            customer support or warranty
                                                                                            proposal draws a distinction
                                                                                            between warranties that protect
      compared to current                         service for normal wear and tear.         against latent defects in the
                                                  This may result in a greater number
      practice, resulting                         of obligations within an arrangement
                                                                                            product (i.e., those that exist when
                                                                                            the product is transferred to the
      in more revenue                             being identified compared to current      customer but are not yet apparent),
                                                  practice, resulting in more revenue
      being deferred.”                            being deferred.
                                                                                            and warranties that protect against
                                                                                            faults that arise after the product
                                                  Multiple performance obligations          is transferred to the customer (i.e.,
                                                  (i.e., deliverables) in a contract        normal wear and tear).
                                                  should be accounted for separately        Identifying the objective of a
                                                  if the promised goods or services         product warranty may be difficult
                                                  are transferred at different times        in many cases. A standard
                                                  and are distinct from other goods or      warranty provided by an OEM
                                                  services promised in the contract.        today (e.g., coverage for a certain
                                                  Delivery of goods or services at          number of years or a specified
                                                  different times might indicate that       mileage), for example, might have
                                                  they are distinct. Another indicator      both objectives. When this is the
                                                  that a good or service is distinct        case and a repair is expected, the
                                                  is if the entity, or another entity,      requirement to determine whether




4   PricewaterhouseCoopers
Revenue recognition and the automotive industry




“The proposed accounting for revenue related to
 product warranties will arguably have the most
 significant impact across the industry.”




the repair is the result of a latent     of revenue to be allocated to those      The Boards indicated that warranties
defect or normal wear and tear will      components at contract inception.        required by statutory law should not
add another layer of complexity in       Revenue associated with latent           give rise to a separate performance
determining the proper accounting        defects will be deferred under the       obligation. The law might require
for product warranties under the         proposed standard. A liability will be   a company to repair or replace
proposed standard.                       recorded for the deferred revenue        products that develop defects within
                                         and an asset will be recorded for        a specified period from the time of
Warranties for latent defects            the cost of each product for which       sale. While statutory warranties may
do not give rise to a separate           revenue has been deferred. The           appear to be insurance warranties
performance obligation. Instead,         asset represents the inventory           that cover faults arising after the
the warranty requires an evaluation      that has not yet transferred to the      time of sale, the Boards concluded
of whether the entity has satisfied      customer in the condition promised.      that the law can be viewed as
its performance obligation to            Revenue will be recognized               protecting the consumer from
transfer the product to the customer.    when control transfers, which will       purchasing a defective product.
An entity recognizes revenue             generally be the earlier of when the     Rather than requiring companies
for products (or components of           products are replaced or repaired or     to determine if a product was
products) transferred to customers       when the warranty period expires.        defective at the time of sale, the
in the condition promised. Thus,                                                  law presumes that if a defect arises
entities that provide warranties         Warranties for defects that are not      within a specified period that the
for latent defects may not               latent defects and arise after the       product was defective at the time of
recognize revenue to the extent          product has been transferred to the      sale.
they expect products to be               customer are considered a separate
defective. Management will need          performance obligation. A portion
to determine the likelihood and          of the transaction price is allocated
extent of defective products sold        to the promised warranty service at
to customers at each reporting           contract inception. Deferred revenue
date. This estimate should include       will be recorded for the portion
products that will require full          of the transaction price allocated
replacement (e.g., the entire vehicle)   to the promised warranty service.
and products that will require repair    Revenue will be recognized as the
(e.g., a component of the vehicle).      performance obligation is satisfied.
For components expected to be
repaired or replaced, management
will need to determine the amount




                                                                                                            PricewaterhouseCoopers     5
Revenue recognition and the automotive industry




                                                  Free maintenance periods                times the customer can bring the
         Key Takeaway                                                                     vehicle in for service, then it is
                                                  Some customers are offered free
         The proposed guidance                    vehicle maintenance for a specified     likely that there would be a single
         on accounting for product                period of time or mileage (5 years      performance obligation for the free
         warranties is an area that               or 50,000 miles for example) after      maintenance. In this example, the
         will have substantial impact             taking delivery of a new vehicle. The   OEM would recognize revenue
         for OEMs and suppliers that              maintenance is typically performed      based on a systematic and rationale
         provide warranties. Accounting           by certified dealers or other           method over the free maintenance
         for warranty costs has                   authorized service providers. The       period. In another example, the
         historically required estimates,         service providers typically incur the   OEM might agree to provide free
         but the proposed standard                initial cost of maintenance, but are    maintenance every 5,000 miles (or 6
         may create more subjectivity             subsequently reimbursed by OEMs.        months, whichever comes first) for
         by requiring companies                   Therefore, these arrangements           the first 15,000 miles (or 18 months,
         to determine the objective               would likely be considered separate     whichever comes first). It is likely
         of product warranties and                performance obligations of the          that there are three performance
         to allocate a portion of the             OEM as the contract to provide          obligations for the free maintenance
         transaction price to those               maintenance is effectively between      in this example. The OEM
         warranties. These requirements           the OEM and the end customer.           would recognize revenue as the
         add to the complexity involved                                                   maintenance is performed or when
         in warranty estimates.                   The OEM’s performance obligation        the time period lapses, whichever
                                                  related to free maintenance will        comes first. We do not believe the
         Revenue associated with                  depend upon the structure of the        pattern of revenue recognition will
         products with latent defects will        agreement between the OEM               change significantly from current
         be deferred under the proposed           and the customer. For example, if       practice, as revenue is generally
         standard. An asset representing          the OEM agrees to provide free          recognized today based on a
         the inventory that has not yet           maintenance for the first two           systematic and rationale method
         transferred to the customer in           years of the vehicle’s life and there   that is aligned with the terms of the
         the condition promised will be           are no restrictions on how many         maintenance agreement.
         recorded to reflect the cost of
         each product for which revenue
         has been deferred. Companies
         will need to consider the value
         of the defective products when
         measuring and recording the
         asset. For example, if the
         defective product would be
         scrapped and has little or no
         value, then the asset would be
         impaired. There is generally
         a matching between the
         recognition of revenue and the
         accrual of warranty expense
         under existing guidance. When
         there is a latent defect, however,
         the proposal’s requirement to
         defer revenue results in the
         margin related to providing the
         warranty being deferred until
         the earlier of when the warranty
         obligation is fulfilled (i.e., the
         products are replaced or
         repaired) or when the warranty
         period expires.



6   PricewaterhouseCoopers
Revenue recognition and the automotive industry




                            Technological amenities                   is likely that this obligation will
                            It is common for vehicles to be           be considered part of the OEM’s
                            equipped with various technological       overall performance obligation to
                           ‘amenities’, such as satellite radio,      deliver a working vehicle as part of
                            navigation capabilities or roadside       a company’s accounting for product
                            assistance functionality. These           warranties, whereas the third party
                            amenities may be provided by third-       satellite radio service provider will
                            parties or directly by OEMs.              need to separately consider their
                                                                      obligation to provide service to
                            In some cases, revenue is                 the end customer. As highlighted
                            recognized when vehicles are sold         by this example, determining the
                            from the OEM to the dealer. In            appropriate revenue recognition for
                            other cases, these services might         these amenities will depend on the
                            be considered a separate element          OEM’s performance obligation.
                            resulting in the deferral of revenue


“Revenue associated with tooling will likely be recognized before the transfer
of parts assuming the construction and transfer of tooling is considered a
separate performance obligation.”


                            over some period of time (e.g., over      Tooling arrangements
                            the period that roadside assistance
                                                                      Tooling arrangements are common
                            is provided free of charge). Under
                                                                      between OEMs and suppliers.
                            the proposed standard, it is
                                                                      Take the example discussed in
                            important to consider whether the
                                                                      step 1 where the price of tooling
                            OEM has a performance obligation,
                                                                      constructed by a supplier for an
                            either explicit or implicit, to provide
                                                                      OEM is recovered through the sales
                            the amenities to the end customer.
                                                                      price of parts supplied to the OEMs.
                            Consider satellite radio service,
                                                                      There are likely two performance
                            for example. OEMs often provide
                                                                      obligations in this situation. The
                            satellite radio service for free for
                                                                      supplier has a performance
                            a trial period (e.g., three months)
                                                                      obligation to construct and transfer
                            when a consumer purchases a
                                                                      tooling to the OEM. The supplier
                            new vehicle. Generally OEMs
                                                                      also has a performance obligation
                            enter into separate contracts with
                                                                      to provide parts to the OEM. Today
                            third party satellite radio providers
                                                                      revenue is generally recognized
                            who are responsible for providing
                                                                      under these arrangements as the
                            the satellite radio service to the
                                                                      parts are delivered by the supplier
                            end customer during the trial
                                                                      to the OEM. Under the proposed
                            period. The OEM’s obligation to
                                                                      standard, revenue associated with
                            the end customer is to provide a
                                                                      tooling will likely be recognized
                            working radio with the ability to
                                                                      before the transfer of parts
                            receive satellite radio stations. It
                                                                      assuming the construction and
                                                                      transfer of tooling is considered a
                                                                      separate performance obligation.




                                                                                                PricewaterhouseCoopers     7
Revenue recognition and the automotive industry




      “The OEM’s historical practice of providing
      marketing incentives may result in a reduction to
      revenue earlier than under today’s guidance.”




     ‘Try before you buy’ incentive               Product liability                       Determining the expected
      Return rights, such as 30 day trial         The Boards have concluded that          consideration will require an
      periods whereby a customer can              product liability obligations (e.g.,    assessment of collectibility and an
      purchase a vehicle and return it for        when an entity is legally obligated     assessment of the impact of the
      a refund up to 30 days from the             to pay consideration if its products    time value of money, if material.
      date of purchase, require careful           cause harm or damage), are not          Expected consideration may also
      consideration. The Boards have              performance obligations as no           include variable consideration or
      proposed that revenue should not            good or service is being provided       even noncash consideration. All
      be recognized for goods expected            in an exchange transaction. The         of these elements could affect
      to be returned; rather a liability for      accounting for product liability        revenue recognition and may
      the expected amount of refunds to           claims will continue to be covered      result in a significant change as
      customers should be recognized.             by existing guidance for loss           compared to today’s accounting.
      This refund liability will be updated       contingencies (provisions).             Perhaps the most impactful of
      each reporting period for changes                                                   these elements for the automotive
      in expectations. An asset and                                                       industry are collectibility and
                                                  Step 3: Determine the
      corresponding adjustment to cost                                                    variable consideration.
                                                  transaction price
      of sales should also be recognized
                                                  Initial measurement                     Collectibility refers to the
      for the right to recover goods from
                                                                                          customer’s ability to pay the
      customers on settling the refund            Once an entity identifies and
                                                                                          contractual consideration. Existing
      liability. The asset will initially be      determines the separate
                                                                                          literature requires that payment be
      measured at the original cost of            performance obligations in a
                                                                                          reasonably assured (or probable)
      the goods (that is, the former              contract, it must determine the
                                                                                          for revenue to be recognized.
      carrying amount of inventory). We           transaction price. The transaction
                                                                                          The proposed standard requires
      believe that the proposed model to          price is the amount of consideration
                                                                                          that the transaction price be
      account for return rights is similar        expected to be received for
                                                                                          adjusted to reflect the customer’s
      to today’s ‘failed sale’ model (i.e.,       delivering a good or performing
                                                                                          credit risk by recognizing the
      revenue is not recognized for goods         a service. The transaction price
                                                                                          consideration expected to be
      expected to be returned). Under             is readily determinable in most
                                                                                          received on a probability-weighted
      today’s guidance the asset and              contracts because the customer
                                                                                          basis. Subsequent changes to the
      liability are recorded net, while           promises to pay a fixed amount of
                                                                                          assessment of collectibility will be
      they will be grossed up under the           cash, due when the entity transfers
                                                                                          recognized as income or expense,
      proposed model.                             the promised goods or services
                                                                                          separately from revenue.
                                                  (e.g., when a supplier sells parts to
                                                  an OEM for a specified price when
                                                  the parts are delivered). In other
                                                  contracts, however, determining
                                                  the transaction price can be
                                                  more complex.




8   PricewaterhouseCoopers
Revenue recognition and the automotive industry




                                        The proposed standard indicates         For suppliers, a common example
  Key Takeaway                          that consideration paid (or expected    of an incentive that might introduce
                                        to be paid) to a customer that is a     variability into the transaction price
 The assessment of collectibility
                                        reduction of the transaction price      is a volume rebate. When a contract
 of amounts due from customers
                                        is recognized at the later of when      includes variable consideration,
 will impact the measurement of
                                        the entity transfers the promised       the transaction price includes the
 revenue at contract inception
                                        goods or services to the customer       probability-weighted estimate of
 under the proposed standard.
                                        or when the entity promises to pay      variable consideration receivable
 Revenue may be recognized
                                        the consideration, even if payment      which requires management to
 earlier than current practice,
                                        is conditional on a future event.       assess the probability of each
 as collectibility is no longer a
                                        The promise to pay consideration        possible outcome. Revenue is
 recognition threshold under
                                        might be implied based on an            recognized based upon variable
 the proposed standard.
                                        entity’s customary business practice.   consideration that management
 Rather, collectibility affects
                                        Compared to existing practice,          can reasonably estimate.
 the measurement of revenue
                                        variable consideration might be         Otherwise, revenue is limited to
 as credit risk is reflected as a
                                        accounted for at an earlier point       the amount of consideration that
 reduction of the transaction
                                        in time based on the proposal’s         can be reasonably estimated.
 price at contract inception
                                        requirement to consider customary       The assessment of variable
 (with subsequent changes to
                                        business practice.                      consideration is updated
 this assessment recognized as
                                                                                each reporting period. As a
 income or expense, separately
                                                                                result, an entity may recognize
 from revenue).                           Key Takeaway                          revenue earlier than currently
                                                                                allowed if the consideration is
Variable consideration can take           Accounting for incentive
                                                                                reasonably estimable.
several forms and might be created        arrangements is important to
by the introduction of incentives         many OEMs who frequently              Subsequent measurement
that reduce the transaction price.        provide various marketing
                                                                                Performance obligations are
A common example for OEMs is              incentives through their
                                                                                assessed at contract inception and
a cash rebate incentive provided          dealer networks. We believe
                                                                                at each reporting date to determine
to end customers through their            such marketing incentives
                                                                                whether the obligation has become
dealer network. These incentives          will be accounted for as a
                                                                                onerous. A performance obligation
are currently accounted for as a          reduction of revenue under the
                                                                                is onerous when the present
reduction of revenue at the later         proposed guidance, similar to
                                                                                value of direct costs to satisfy a
of when the related revenue is            today. However, we believe
                                                                                performance obligation exceeds the
recognized by the vendor or when          that the timing of the revenue
                                                                                consideration allocated to it. The
the sale incentive is offered. In         reduction may be affected by
                                                                                excess should be recognized as a
practice, therefore, these incentives     the proposed standard. For
                                                                                contract loss with a corresponding
are accounted for upon either the         example, the OEM’s historical
                                                                                liability that is remeasured at each
sale of a vehicle from the OEM to         practice of providing marketing
                                                                                reporting period. This accounting
a dealer or at the time the OEM           incentives may result in a
                                                                                may be relevant for contracts with
announces the incentives to its           reduction to revenue earlier than
                                                                                multiple performance obligations
dealer network.                           under today’s guidance.
                                                                                that on an overall basis may have




                                                                                                          PricewaterhouseCoopers     9
Revenue recognition and the automotive industry




      narrow profit margins but could             Step 4: Allocate the transaction        performance obligation in a
      result in the recognition of an             price to the separate                   contract. Control may transfer at a
      onerous provision obligation. The           performance obligations                 point in time or continuously over
      assessment of onerous contracts                                                     time. Indicators that control has
                                                  Consideration is allocated to           transferred include whether the
      at the performance obligation level
                                                  separate performance obligations in     customer has an unconditional
      may lead an entity to recognize
                                                  a contract on a relative standalone     obligation to pay, the customer has
      a liability even though the overall
                                                  selling price basis. The best           legal title, the customer has physical
      contract is profitable. One case
                                                  evidence of standalone selling price    possession, or the customer
      where a performance obligation
                                                  is the observable price of a good       specifies the design or function
      might be considered onerous relates
                                                  or service when the entity sells        of the good or service. None of
      to tooling. Suppliers might enter into
                                                  that good or service separately.        the indicators are individually
      a contract to construct and deliver
                                                  An estimate of the selling price        determinative and some indicators
      tooling to an OEM at a loss as part
                                                  will need to be made if an actual       may not be relevant to a particular
      of a contract that includes a supply
                                                  standalone selling price is not         contract. Further, other indicators
      agreement for the production of
                                                  available. The Boards do not plan       may exist and require consideration.
      the parts the tool was created for
                                                  to prescribe or preclude any
      (presumably at a price that would
                                                  estimation method. The estimate         If transfer of control occurs
      result in the overall contract being
                                                  should be based on observable           continuously, management will need
      profitable). This will likely depend
                                                  inputs where possible. For example,     to apply either an input (e.g., labor
      on the allocation of consideration
                                                  if management is required to            hours) or output (e.g., delivered
      based on the relative standalone
                                                  allocate a portion of the transaction   services) method on a consistent
      selling price.
                                                  price to a component as a result        basis depending on which best
                                                  of a product warranty and no            depicts the transfer of goods or
         Key Takeaway                             standalone selling price is available   services to the customer. Revenue
                                                  for that component, management          may also be recognized on a
         The accounting for onerous               might develop an estimate for the       straight-line basis when the pattern
         contracts is generally done              selling price based on cost plus a      of transfer of goods or services
         at the contract level today.             reasonable margin.                      over a specified period-of-time
         Therefore, the proposal to                                                       is constant.
         account for onerous contracts            Step 5: Recognize revenue
         at the performance obligation            when performance obligations
         level will likely result in more
                                                  are satisfied
         liabilities. Management may
         be reluctant to enter into               Revenue is recognized when
         contracts that include loss-             performance obligations are
         making performance obligations           satisfied, which occurs when the
         with the expectation of overall          customer has obtained control
         profitability in light of this           of the promised good or service.
         proposed guidance.                       Transfer of control will need to
                                                  be assessed for each separate




10   PricewaterhouseCoopers
Revenue recognition and the automotive industry




Constructing tools to be sold to         Repurchase options                      guidance would apply based on
the vehicle manufacturer                 OEMs sell vehicles to customers         our understanding of the revenue
Contracts between suppliers and          (e.g., rental car companies) and        recognition and lease exposure
OEMs for the sale of tooling (i.e.,      often include various repurchase        drafts as they are currently written.
where ownership of the tooling           or reimbursement options as part
                                                                                 The economics of these
transfers from the supplier to the       of the contract. These options
                                                                                 arrangements are similar to how one
OEM) are organized in several            generally provide some form of a
                                                                                 might structure a lease, however,
different forms. One type of             guaranteed residual value to the
                                                                                 and arrangements containing
arrangement between suppliers and        customer at the point in time the
                                                                                 repurchase options could be
OEMs is where the supplier receives      customer sells the vehicle. Two
                                                                                 structured in a manner that results
a lump-sum payment from the OEM          common options are when OEMs
                                                                                 in lease accounting. As a result,
or is reimbursed periodically as         either agree to (a) reacquire the
                                                                                 some might argue that these
certain milestones are met in the        vehicle at a guaranteed price or
                                                                                 arrangements should be accounted
completion of the pre-production         (b) reimburse customers for any
                                                                                 for under the proposed lease
tooling activities. When accounting      deficiency between the sales
                                                                                 model. We believe the determination
for these types of contracts under       proceeds received for the vehicle
                                                                                 of whether arrangements with
the proposed standard, suppliers         and the guaranteed minimum
                                                                                 repurchase options will be treated
will have to assess the terms of         resale value.
                                                                                 as lease or revenue transactions
the contract to determine if control
                                         Under today’s accounting, there         requires further deliberation
of the tooling transfers at a point
                                         is specific U.S. GAAP guidance          and clarification.
in time or continuously over the
contract life. Considerations may        that requires these contracts to
include: (a) when title passes; (b)      be treated as lease transactions
                                                                                   Key Takeaway
when physical possession passes;         today. The Boards have also
(c) whether there are interim, non-      issued an exposure draft on lease         Contracts containing
refundable payment terms; (d) if the     accounting, however, which will           repurchase options are common
OEM has the ability to specify the       substantially change the accounting       for certain OEMs. Based on the
design of the tool; and (e) if the OEM   for lease transactions. The exposure      current wording in the revenue
can seize the tool at will. We expect    draft on leases would replace the         and lease exposure drafts, we
that many contracts to construct         existing authoritative guidance           believe these contracts will
tooling to the specification of the      on leases, thereby eliminating the        be accounted for under the
OEM might result in continuous           requirement for these arrangements        revenue guidance going forward.
transfer of control, thereby             to be treated as leases. We do not        This will represent a significant
permitting revenue to be recognized      believe contracts with repurchase         change for OEMs, who generally
over the contract period.                options would generally meet the          account for these arrangements
                                         definition of a lease, and therefore,     as leases today.
                                         the proposed revenue recognition




“We believe the determination of whether
arrangements with repurchase options will be
treated as lease or revenue transactions requires
further deliberation and clarification.”




                                                                                                          PricewaterhouseCoopers     11
Revenue recognition and the automotive industry




      Other areas to consider                     Direct costs in fulfilling a contract
                                                  will be expensed as incurred                Key Takeaway
      Contract costs
                                                  under the proposed standard,
      The proposed standard includes                                                          The accounting for contract
                                                  unless they are within the scope
      guidance related to contract costs.                                                     costs will shift under the
                                                  of other standards (i.e., inventory,
      While there are several potential                                                       proposal, which requires costs
                                                  intangibles, or fixed assets) in which
      areas of impact to the automotive                                                       of obtaining a contract to be
                                                  case the entity should account
      industry, costs associated with                                                         expensed as incurred. Direct
                                                  for such costs in accordance with
      tooling contracts and contract                                                          costs to fulfill a contract that are
                                                  the relevant standard. The entity
      acquisition costs are likely top of                                                     not within the scope of another
                                                  should recognize an asset for
      mind for automotive suppliers. The                                                      standard may be capitalized
                                                  costs not within the scope of those
      proposed guidance delineates                                                            and amortized only if they
                                                  standards only if the costs relate
      between costs of obtaining a                                                            meet certain criteria included in
                                                  directly to a contract, relate to future
      contract and costs incurred to fulfill                                                  the proposal.
                                                  performance, and are probable of
      a contract.                                 recovery under a contract. These
                                                  costs are amortized as control of
      Contract acquisition costs may be
                                                  the goods or services to which the
      capitalized and amortized over the
                                                  asset relates is transferred to the        “The accounting for
      contract life under today’s guidance.
      Companies that are able to
                                                  customer. Cost guidance currently          contract costs will shift
                                                  exists related to tooling contracts
      capitalize and amortize such costs
                                                  under both frameworks. Companies           under the proposal...”
      today will experience a significant
                                                  generally expense costs to design
      change in the accounting, as all
                                                  and develop tooling that they will
      costs of obtaining a contract will
                                                  not own as incurred under existing
      be expensed as incurred under the
                                                  guidance. We do not expect a
      proposed standard.
                                                  significant change in the accounting
                                                  for contract costs associated
                                                  with tooling.




12   PricewaterhouseCoopers
Revenue recognition and the automotive industry




Financing arrangements                  Next steps & conclusion                contracts (e.g., debt covenants
Many OEMs have finance arms                                                    and contracts with customers).
                                        Comments on the ED are due by
that, among other things, serve as                                             We encourage management to
                                        October, 22, 2010. The Boards
a potential source of financing for                                            be engaged in understanding
                                        expect to issue a final standard in
end customers. Where vehicles sold                                             the proposed standard and to
                                        2011 with an anticipated effective
to dealers are eventually financed                                             consider providing feedback to
                                        date no earlier than 2014. The
through the OEM’s own financing                                                the Boards, their external auditors
                                        proposed standard will significantly
division, the OEM must meet certain                                            and other relevant stakeholders, as
                                        impact the rules of the road
conditions under current U.S. GAAP                                             appropriate. As the ED is assessed
                                        related to revenue recognition. The
to recognize revenue at the time of                                            further and thinking evolves, we
                                        proposed standard introduces
vehicle delivery to the dealer. The                                            will continue to provide updates of
                                        a new way of thinking about
proposed standard does not carry                                               significant changes and our point
                                        revenue recognition that we believe
forward these same criteria. Instead,                                          of view about them. Questions or
                                        creates a need for companies
the proposed standard introduces                                               comments on this topic can be
                                        to fundamentally change their
the notion that revenue should be                                              directed to your local PwC contact
                                        approach to the revenue process.
recognized when control transfers                                              or the authors of this article.
                                        The changes will reach far beyond
to the customer. We do not expect       financial reporting. The proposals
a significant change in the timing of   will impact entity-wide functions
revenue recognition as a result of      (e.g., IT systems), key financial
the elimination of these criteria.      statement metrics, and legal




                                                                                                        PricewaterhouseCoopers     13
Revenue recognition and the automotive industry




      To have a deeper conversation about any of
      the issues in this paper, please contact the
      primary authors or the other contacts listed,
      who focus on the automotive sector and/
      or accounting matters related to revenue
      recognition:


      Primary authors:                                       Other contacts:

      Lawrence Dodyk                                         Richard Hanna
      Partner, National Professional Services Group          Partner, Global Sector & Assurance Leader
      lawrence.dodyk@us.pwc.com                              richard.hanna@us.pwc.com
      Phone +1 (973) 236 7213                                Phone +1 (313) 394 3450

      Eric Kahrl                                             Tony Debell
      Senior Manager                                         Partner, Global Accounting Consulting Services
      eric.a.kahrl@us.pwc.com                                tony.m.debell@uk.pwc.com
      Phone +1 (216) 875 3440                                Phone +44 (0) 20 721 35336

      Garth Leggett                                          François Jaumain
      Senior Manager, National Professional Services Group   Partner
      garth.s.leggett@us.pwc.com                             francois.jaumain@fr.pwc.com
      Phone +1 (973) 236 5585                                Phone +33 (0) 01 56 57 8030

      Michael Sobolewski                                     Mark Lohmann
      Senior Manager                                         Partner, Global Accounting Consulting Services
      michael.sobolewski@us.pwc.com                          mark.lohmann@uk.pwc.com
      Phone +1 (313) 394 3299                                Phone +44 (0) 20 721 24482

                                                             Dusty Stallings
                                                             Partner, National Professional Services Group
                                                             dusty.stallings@us.pwc.com
                                                             Phone +1 (973) 236 4062

                                                             Guilaine Saroul
                                                             Director, National Professional Services Group
                                                             guilaine.saroul@us.pwc.com
                                                             Phone +1 (973) 236 7138

                                                             Isabelle Mollat
                                                             Senior Manager
                                                             isabelle.mollat@fr.pwc.com
                                                             Phone +33 (0) 01 56 57 8328




14   PricewaterhouseCoopers
pwc.com/auto




© 2010 PricewaterhouseCoopers LLP. All rights reserved. “PricewaterhouseCoopers” refers to PricewaterhouseCoopers LLP, a Delaware limited liability partnership, or, as the context requires, the
PricewaterhouseCoopers global network or other member firms of the network, each of which is a separate and independent legal entity. This document is for general information purposes only, and
should not be used as a substitute for consultation with professional advisors. DT-11-0026

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Revenue recognition-auto-industry

  • 1. October 2010 Revenue recognition and the automotive industry: shifting into a new gear At a glance An Exposure Draft (ED), Revenue We believe that companies will The changes resulting from the from Contracts with Customers, likely need to fundamentally ED would reach beyond financial was issued in June 2010. The change their approach to the reporting with impact to entity- ED proposes a single, contract- revenue process as the ED wide functions (e.g., IT systems), based asset and liability model represents a new way of thinking key financial statement metrics, in which revenue is recognized about revenue recognition. and legal contracts (e.g., debt upon the satisfaction of covenants and contracts with performance obligations. customers). pwc
  • 2. Revenue recognition and the automotive industry “The revenue recognition exposure draft is not just a facelift of the same old standards; the FASB and IASB have unveiled a redesign of the guidance that will likely impact every player in the global automotive industry.” Shifting into a new gear The Boards released an Exposure A new model rolls into the Draft (ED), Revenue from Contracts The automotive industry can expect with Customers, on June 24, 2010 showroom significant changes to the current The proposed standard employs which proposes a single, contract- revenue recognition models under an asset and liability approach, based asset and liability model in U.S. GAAP and IFRS. That is certain. the cornerstone of the Boards’ which revenue is recognized upon The revenue recognition exposure conceptual framework. Inherent in the satisfaction of performance draft is not just a facelift of the any contract is the right to receive obligations. Satisfaction of a same old standards; the FASB and consideration (i.e., a contract asset) performance obligation occurs IASB have unveiled a redesign and an obligation to provide goods when control of an asset (either a of the guidance that will likely or perform services (i.e., a contract good or service) transfers to the impact every player in the global liability). If an entity transfers goods customer. The proposed balance automotive industry. or services to a customer before sheet approach to revenue recognition is a significant shift the customer pays consideration, Current U.S. GAAP contains from current revenue models that the entity will present a net contract more than one hundred revenue are based on the culmination of asset. A net contract liability is recognition standards and is an earnings process. This change recorded when the entity has often criticized as being too rules- introduces a new way of thinking received consideration prior to driven, burdensome to apply and about revenue recognition and we transferring goods or services to the inconsistent with the economics believe that companies will need customer. Revenue is recognized of certain transactions. Current to fundamentally change the way when contract assets increase or IFRS, on the other hand, has only they approach the revenue process contract liabilities decrease as a two revenue recognition standards. throughout their organization. result of satisfying performance While these standards provide a obligations. A performance solid foundation, they have been The following discussion will obligation is a promise to transfer an viewed as being difficult to apply introduce the primary steps in asset (either a good or service) to a to complex transactions. The the proposed revenue recognition customer. For example, a supplier Boards’ objective is to create model and will explore the potential typically satisfies its contract a single standard to address impact on key areas affecting the obligation with an OEM through these challenges. automotive industry. the delivery of parts, resulting in 2 PricewaterhouseCoopers
  • 3. Revenue recognition and the automotive industry also need to determine if a single the modification are interdependent. contract needs to be segmented or Contract modifications come in a divided into two or more contracts. variety of forms, including changes Contracts are combined when in the nature or amount of goods contract prices are interdependent. to be transferred and changes Conversely, a contract is segmented in the previously agreed pricing. if goods or services within the Management must consider the contract are priced independently factors described above (i.e., from other goods or services in when the contracts were entered that same contract. Identifying the into, whether the objective of appropriate unit of accounting is the contracts is related, and critical to ensuring that the model is whether performance under the properly applied. contracts occurs at the same time or successively) in determining Consider an example where whether the modification is priced separate contracts may require interdependently or independently combining and accounting as of the existing contract. If the a single contract. Automotive determination is made that the a decrease in its gross contract suppliers often incur costs related contract modification should liability and, therefore, an increase in to tooling prior to production. In be combined with the existing the amount of revenue recognized. some cases, the tooling is built by contract, the entity will recognize the supplier for sale to the OEM the cumulative effect of the contract The proposal includes a five-step (i.e., the tooling is or will be owned process to apply the new model: modification in the period in which by the OEM) and consideration the modification occurs. 1. Identify the contract(s) with for the tooling is received through a customer an increase in the sales price of the eventual output from the tool. Key Takeaway 2. Identify the separate Generally, there is a separate While the identification of performance obligations in contract for this production output. contracts is not expected to be the contract Determining if the tooling contract particularly difficult, this step and the production contract should 3. Determine the transaction price in the process could result in be considered separately or as a changes within the automotive single contract requires judgment. 4. Allocate the transaction industry. We anticipate that When two contracts are entered into price to the separate there will be certain contractual at or near the same time, negotiated performance obligations arrangements (e.g., contracts with a single commercial objective, for pre-production activities 5. Recognize revenue when and performed either concurrently related to long-term supply performance obligations or consecutively, they would likely arrangements and certain are satisfied be considered price interdependent contract modifications) that and combined as a single contract may need to be considered for accounting purposes. This would Step 1: Identify the contract(s) together, as a single contract, likely change the pattern of revenue with a customer for accounting purposes. This recognition as discussed later in determination could result in The proposal applies only to this paper. earlier revenue recognition contracts with customers. Entities A contract modification is combined under the proposed standard will need to determine whether they with the existing contract if the compared to today’s accounting. should account for two or more contracts together. Entities will prices of the existing contract and PricewaterhouseCoopers 3
  • 4. Revenue recognition and the automotive industry Step 2: Identify the separate sells (or could sell) an identical or performance obligations in similar good or service separately. the contract An OEM’s agreement to transfer a vehicle and to provide free The objective of identifying maintenance on the vehicle, for and separating performance example, would require separation obligations is to ensure revenue is if the vehicle was delivered at a recognized when the performance different time than the performance obligations are satisfied (i.e., goods of the free maintenance services and services are transferred and the vehicle and services were to the customer). Contracts distinct. We expect that entities will must be evaluated to ensure be required to separately account that all performance obligations for more performance obligations are identified. than today. An enforceable promise to transfer The following areas, while not an asset to a customer, whether all inclusive, are likely to be explicit, implicit, or created impacted by the new model and constructively through past practice, the requirement to indentify, and is a performance obligation. The potentially separate, performance concept is similar to today’s obligations. concept of an element or deliverable. Most contracts will explicitly identify Product Warranties performance obligations. However, The proposed accounting for performance obligations may arise revenue related to product in other ways. For example, legal “This may result in a or statutory requirements may warranties will arguably have the most significant impact across greater number of create performance obligations. A the industry. Revenue recognition performance obligation may also obligations within be created through customary differs under the proposed standard depending on the objective of an arrangement business practices, such as an the warranty. The Boards’ current entity’s practice of providing being identified customer support or warranty proposal draws a distinction between warranties that protect compared to current service for normal wear and tear. against latent defects in the This may result in a greater number practice, resulting of obligations within an arrangement product (i.e., those that exist when the product is transferred to the in more revenue being identified compared to current customer but are not yet apparent), practice, resulting in more revenue being deferred.” being deferred. and warranties that protect against faults that arise after the product Multiple performance obligations is transferred to the customer (i.e., (i.e., deliverables) in a contract normal wear and tear). should be accounted for separately Identifying the objective of a if the promised goods or services product warranty may be difficult are transferred at different times in many cases. A standard and are distinct from other goods or warranty provided by an OEM services promised in the contract. today (e.g., coverage for a certain Delivery of goods or services at number of years or a specified different times might indicate that mileage), for example, might have they are distinct. Another indicator both objectives. When this is the that a good or service is distinct case and a repair is expected, the is if the entity, or another entity, requirement to determine whether 4 PricewaterhouseCoopers
  • 5. Revenue recognition and the automotive industry “The proposed accounting for revenue related to product warranties will arguably have the most significant impact across the industry.” the repair is the result of a latent of revenue to be allocated to those The Boards indicated that warranties defect or normal wear and tear will components at contract inception. required by statutory law should not add another layer of complexity in Revenue associated with latent give rise to a separate performance determining the proper accounting defects will be deferred under the obligation. The law might require for product warranties under the proposed standard. A liability will be a company to repair or replace proposed standard. recorded for the deferred revenue products that develop defects within and an asset will be recorded for a specified period from the time of Warranties for latent defects the cost of each product for which sale. While statutory warranties may do not give rise to a separate revenue has been deferred. The appear to be insurance warranties performance obligation. Instead, asset represents the inventory that cover faults arising after the the warranty requires an evaluation that has not yet transferred to the time of sale, the Boards concluded of whether the entity has satisfied customer in the condition promised. that the law can be viewed as its performance obligation to Revenue will be recognized protecting the consumer from transfer the product to the customer. when control transfers, which will purchasing a defective product. An entity recognizes revenue generally be the earlier of when the Rather than requiring companies for products (or components of products are replaced or repaired or to determine if a product was products) transferred to customers when the warranty period expires. defective at the time of sale, the in the condition promised. Thus, law presumes that if a defect arises entities that provide warranties Warranties for defects that are not within a specified period that the for latent defects may not latent defects and arise after the product was defective at the time of recognize revenue to the extent product has been transferred to the sale. they expect products to be customer are considered a separate defective. Management will need performance obligation. A portion to determine the likelihood and of the transaction price is allocated extent of defective products sold to the promised warranty service at to customers at each reporting contract inception. Deferred revenue date. This estimate should include will be recorded for the portion products that will require full of the transaction price allocated replacement (e.g., the entire vehicle) to the promised warranty service. and products that will require repair Revenue will be recognized as the (e.g., a component of the vehicle). performance obligation is satisfied. For components expected to be repaired or replaced, management will need to determine the amount PricewaterhouseCoopers 5
  • 6. Revenue recognition and the automotive industry Free maintenance periods times the customer can bring the Key Takeaway vehicle in for service, then it is Some customers are offered free The proposed guidance vehicle maintenance for a specified likely that there would be a single on accounting for product period of time or mileage (5 years performance obligation for the free warranties is an area that or 50,000 miles for example) after maintenance. In this example, the will have substantial impact taking delivery of a new vehicle. The OEM would recognize revenue for OEMs and suppliers that maintenance is typically performed based on a systematic and rationale provide warranties. Accounting by certified dealers or other method over the free maintenance for warranty costs has authorized service providers. The period. In another example, the historically required estimates, service providers typically incur the OEM might agree to provide free but the proposed standard initial cost of maintenance, but are maintenance every 5,000 miles (or 6 may create more subjectivity subsequently reimbursed by OEMs. months, whichever comes first) for by requiring companies Therefore, these arrangements the first 15,000 miles (or 18 months, to determine the objective would likely be considered separate whichever comes first). It is likely of product warranties and performance obligations of the that there are three performance to allocate a portion of the OEM as the contract to provide obligations for the free maintenance transaction price to those maintenance is effectively between in this example. The OEM warranties. These requirements the OEM and the end customer. would recognize revenue as the add to the complexity involved maintenance is performed or when in warranty estimates. The OEM’s performance obligation the time period lapses, whichever related to free maintenance will comes first. We do not believe the Revenue associated with depend upon the structure of the pattern of revenue recognition will products with latent defects will agreement between the OEM change significantly from current be deferred under the proposed and the customer. For example, if practice, as revenue is generally standard. An asset representing the OEM agrees to provide free recognized today based on a the inventory that has not yet maintenance for the first two systematic and rationale method transferred to the customer in years of the vehicle’s life and there that is aligned with the terms of the the condition promised will be are no restrictions on how many maintenance agreement. recorded to reflect the cost of each product for which revenue has been deferred. Companies will need to consider the value of the defective products when measuring and recording the asset. For example, if the defective product would be scrapped and has little or no value, then the asset would be impaired. There is generally a matching between the recognition of revenue and the accrual of warranty expense under existing guidance. When there is a latent defect, however, the proposal’s requirement to defer revenue results in the margin related to providing the warranty being deferred until the earlier of when the warranty obligation is fulfilled (i.e., the products are replaced or repaired) or when the warranty period expires. 6 PricewaterhouseCoopers
  • 7. Revenue recognition and the automotive industry Technological amenities is likely that this obligation will It is common for vehicles to be be considered part of the OEM’s equipped with various technological overall performance obligation to ‘amenities’, such as satellite radio, deliver a working vehicle as part of navigation capabilities or roadside a company’s accounting for product assistance functionality. These warranties, whereas the third party amenities may be provided by third- satellite radio service provider will parties or directly by OEMs. need to separately consider their obligation to provide service to In some cases, revenue is the end customer. As highlighted recognized when vehicles are sold by this example, determining the from the OEM to the dealer. In appropriate revenue recognition for other cases, these services might these amenities will depend on the be considered a separate element OEM’s performance obligation. resulting in the deferral of revenue “Revenue associated with tooling will likely be recognized before the transfer of parts assuming the construction and transfer of tooling is considered a separate performance obligation.” over some period of time (e.g., over Tooling arrangements the period that roadside assistance Tooling arrangements are common is provided free of charge). Under between OEMs and suppliers. the proposed standard, it is Take the example discussed in important to consider whether the step 1 where the price of tooling OEM has a performance obligation, constructed by a supplier for an either explicit or implicit, to provide OEM is recovered through the sales the amenities to the end customer. price of parts supplied to the OEMs. Consider satellite radio service, There are likely two performance for example. OEMs often provide obligations in this situation. The satellite radio service for free for supplier has a performance a trial period (e.g., three months) obligation to construct and transfer when a consumer purchases a tooling to the OEM. The supplier new vehicle. Generally OEMs also has a performance obligation enter into separate contracts with to provide parts to the OEM. Today third party satellite radio providers revenue is generally recognized who are responsible for providing under these arrangements as the the satellite radio service to the parts are delivered by the supplier end customer during the trial to the OEM. Under the proposed period. The OEM’s obligation to standard, revenue associated with the end customer is to provide a tooling will likely be recognized working radio with the ability to before the transfer of parts receive satellite radio stations. It assuming the construction and transfer of tooling is considered a separate performance obligation. PricewaterhouseCoopers 7
  • 8. Revenue recognition and the automotive industry “The OEM’s historical practice of providing marketing incentives may result in a reduction to revenue earlier than under today’s guidance.” ‘Try before you buy’ incentive Product liability Determining the expected Return rights, such as 30 day trial The Boards have concluded that consideration will require an periods whereby a customer can product liability obligations (e.g., assessment of collectibility and an purchase a vehicle and return it for when an entity is legally obligated assessment of the impact of the a refund up to 30 days from the to pay consideration if its products time value of money, if material. date of purchase, require careful cause harm or damage), are not Expected consideration may also consideration. The Boards have performance obligations as no include variable consideration or proposed that revenue should not good or service is being provided even noncash consideration. All be recognized for goods expected in an exchange transaction. The of these elements could affect to be returned; rather a liability for accounting for product liability revenue recognition and may the expected amount of refunds to claims will continue to be covered result in a significant change as customers should be recognized. by existing guidance for loss compared to today’s accounting. This refund liability will be updated contingencies (provisions). Perhaps the most impactful of each reporting period for changes these elements for the automotive in expectations. An asset and industry are collectibility and Step 3: Determine the corresponding adjustment to cost variable consideration. transaction price of sales should also be recognized Initial measurement Collectibility refers to the for the right to recover goods from customer’s ability to pay the customers on settling the refund Once an entity identifies and contractual consideration. Existing liability. The asset will initially be determines the separate literature requires that payment be measured at the original cost of performance obligations in a reasonably assured (or probable) the goods (that is, the former contract, it must determine the for revenue to be recognized. carrying amount of inventory). We transaction price. The transaction The proposed standard requires believe that the proposed model to price is the amount of consideration that the transaction price be account for return rights is similar expected to be received for adjusted to reflect the customer’s to today’s ‘failed sale’ model (i.e., delivering a good or performing credit risk by recognizing the revenue is not recognized for goods a service. The transaction price consideration expected to be expected to be returned). Under is readily determinable in most received on a probability-weighted today’s guidance the asset and contracts because the customer basis. Subsequent changes to the liability are recorded net, while promises to pay a fixed amount of assessment of collectibility will be they will be grossed up under the cash, due when the entity transfers recognized as income or expense, proposed model. the promised goods or services separately from revenue. (e.g., when a supplier sells parts to an OEM for a specified price when the parts are delivered). In other contracts, however, determining the transaction price can be more complex. 8 PricewaterhouseCoopers
  • 9. Revenue recognition and the automotive industry The proposed standard indicates For suppliers, a common example Key Takeaway that consideration paid (or expected of an incentive that might introduce to be paid) to a customer that is a variability into the transaction price The assessment of collectibility reduction of the transaction price is a volume rebate. When a contract of amounts due from customers is recognized at the later of when includes variable consideration, will impact the measurement of the entity transfers the promised the transaction price includes the revenue at contract inception goods or services to the customer probability-weighted estimate of under the proposed standard. or when the entity promises to pay variable consideration receivable Revenue may be recognized the consideration, even if payment which requires management to earlier than current practice, is conditional on a future event. assess the probability of each as collectibility is no longer a The promise to pay consideration possible outcome. Revenue is recognition threshold under might be implied based on an recognized based upon variable the proposed standard. entity’s customary business practice. consideration that management Rather, collectibility affects Compared to existing practice, can reasonably estimate. the measurement of revenue variable consideration might be Otherwise, revenue is limited to as credit risk is reflected as a accounted for at an earlier point the amount of consideration that reduction of the transaction in time based on the proposal’s can be reasonably estimated. price at contract inception requirement to consider customary The assessment of variable (with subsequent changes to business practice. consideration is updated this assessment recognized as each reporting period. As a income or expense, separately result, an entity may recognize from revenue). Key Takeaway revenue earlier than currently allowed if the consideration is Variable consideration can take Accounting for incentive reasonably estimable. several forms and might be created arrangements is important to by the introduction of incentives many OEMs who frequently Subsequent measurement that reduce the transaction price. provide various marketing Performance obligations are A common example for OEMs is incentives through their assessed at contract inception and a cash rebate incentive provided dealer networks. We believe at each reporting date to determine to end customers through their such marketing incentives whether the obligation has become dealer network. These incentives will be accounted for as a onerous. A performance obligation are currently accounted for as a reduction of revenue under the is onerous when the present reduction of revenue at the later proposed guidance, similar to value of direct costs to satisfy a of when the related revenue is today. However, we believe performance obligation exceeds the recognized by the vendor or when that the timing of the revenue consideration allocated to it. The the sale incentive is offered. In reduction may be affected by excess should be recognized as a practice, therefore, these incentives the proposed standard. For contract loss with a corresponding are accounted for upon either the example, the OEM’s historical liability that is remeasured at each sale of a vehicle from the OEM to practice of providing marketing reporting period. This accounting a dealer or at the time the OEM incentives may result in a may be relevant for contracts with announces the incentives to its reduction to revenue earlier than multiple performance obligations dealer network. under today’s guidance. that on an overall basis may have PricewaterhouseCoopers 9
  • 10. Revenue recognition and the automotive industry narrow profit margins but could Step 4: Allocate the transaction performance obligation in a result in the recognition of an price to the separate contract. Control may transfer at a onerous provision obligation. The performance obligations point in time or continuously over assessment of onerous contracts time. Indicators that control has Consideration is allocated to transferred include whether the at the performance obligation level separate performance obligations in customer has an unconditional may lead an entity to recognize a contract on a relative standalone obligation to pay, the customer has a liability even though the overall selling price basis. The best legal title, the customer has physical contract is profitable. One case evidence of standalone selling price possession, or the customer where a performance obligation is the observable price of a good specifies the design or function might be considered onerous relates or service when the entity sells of the good or service. None of to tooling. Suppliers might enter into that good or service separately. the indicators are individually a contract to construct and deliver An estimate of the selling price determinative and some indicators tooling to an OEM at a loss as part will need to be made if an actual may not be relevant to a particular of a contract that includes a supply standalone selling price is not contract. Further, other indicators agreement for the production of available. The Boards do not plan may exist and require consideration. the parts the tool was created for to prescribe or preclude any (presumably at a price that would estimation method. The estimate If transfer of control occurs result in the overall contract being should be based on observable continuously, management will need profitable). This will likely depend inputs where possible. For example, to apply either an input (e.g., labor on the allocation of consideration if management is required to hours) or output (e.g., delivered based on the relative standalone allocate a portion of the transaction services) method on a consistent selling price. price to a component as a result basis depending on which best of a product warranty and no depicts the transfer of goods or Key Takeaway standalone selling price is available services to the customer. Revenue for that component, management may also be recognized on a The accounting for onerous might develop an estimate for the straight-line basis when the pattern contracts is generally done selling price based on cost plus a of transfer of goods or services at the contract level today. reasonable margin. over a specified period-of-time Therefore, the proposal to is constant. account for onerous contracts Step 5: Recognize revenue at the performance obligation when performance obligations level will likely result in more are satisfied liabilities. Management may be reluctant to enter into Revenue is recognized when contracts that include loss- performance obligations are making performance obligations satisfied, which occurs when the with the expectation of overall customer has obtained control profitability in light of this of the promised good or service. proposed guidance. Transfer of control will need to be assessed for each separate 10 PricewaterhouseCoopers
  • 11. Revenue recognition and the automotive industry Constructing tools to be sold to Repurchase options guidance would apply based on the vehicle manufacturer OEMs sell vehicles to customers our understanding of the revenue Contracts between suppliers and (e.g., rental car companies) and recognition and lease exposure OEMs for the sale of tooling (i.e., often include various repurchase drafts as they are currently written. where ownership of the tooling or reimbursement options as part The economics of these transfers from the supplier to the of the contract. These options arrangements are similar to how one OEM) are organized in several generally provide some form of a might structure a lease, however, different forms. One type of guaranteed residual value to the and arrangements containing arrangement between suppliers and customer at the point in time the repurchase options could be OEMs is where the supplier receives customer sells the vehicle. Two structured in a manner that results a lump-sum payment from the OEM common options are when OEMs in lease accounting. As a result, or is reimbursed periodically as either agree to (a) reacquire the some might argue that these certain milestones are met in the vehicle at a guaranteed price or arrangements should be accounted completion of the pre-production (b) reimburse customers for any for under the proposed lease tooling activities. When accounting deficiency between the sales model. We believe the determination for these types of contracts under proceeds received for the vehicle of whether arrangements with the proposed standard, suppliers and the guaranteed minimum repurchase options will be treated will have to assess the terms of resale value. as lease or revenue transactions the contract to determine if control Under today’s accounting, there requires further deliberation of the tooling transfers at a point is specific U.S. GAAP guidance and clarification. in time or continuously over the contract life. Considerations may that requires these contracts to include: (a) when title passes; (b) be treated as lease transactions Key Takeaway when physical possession passes; today. The Boards have also (c) whether there are interim, non- issued an exposure draft on lease Contracts containing refundable payment terms; (d) if the accounting, however, which will repurchase options are common OEM has the ability to specify the substantially change the accounting for certain OEMs. Based on the design of the tool; and (e) if the OEM for lease transactions. The exposure current wording in the revenue can seize the tool at will. We expect draft on leases would replace the and lease exposure drafts, we that many contracts to construct existing authoritative guidance believe these contracts will tooling to the specification of the on leases, thereby eliminating the be accounted for under the OEM might result in continuous requirement for these arrangements revenue guidance going forward. transfer of control, thereby to be treated as leases. We do not This will represent a significant permitting revenue to be recognized believe contracts with repurchase change for OEMs, who generally over the contract period. options would generally meet the account for these arrangements definition of a lease, and therefore, as leases today. the proposed revenue recognition “We believe the determination of whether arrangements with repurchase options will be treated as lease or revenue transactions requires further deliberation and clarification.” PricewaterhouseCoopers 11
  • 12. Revenue recognition and the automotive industry Other areas to consider Direct costs in fulfilling a contract will be expensed as incurred Key Takeaway Contract costs under the proposed standard, The proposed standard includes The accounting for contract unless they are within the scope guidance related to contract costs. costs will shift under the of other standards (i.e., inventory, While there are several potential proposal, which requires costs intangibles, or fixed assets) in which areas of impact to the automotive of obtaining a contract to be case the entity should account industry, costs associated with expensed as incurred. Direct for such costs in accordance with tooling contracts and contract costs to fulfill a contract that are the relevant standard. The entity acquisition costs are likely top of not within the scope of another should recognize an asset for mind for automotive suppliers. The standard may be capitalized costs not within the scope of those proposed guidance delineates and amortized only if they standards only if the costs relate between costs of obtaining a meet certain criteria included in directly to a contract, relate to future contract and costs incurred to fulfill the proposal. performance, and are probable of a contract. recovery under a contract. These costs are amortized as control of Contract acquisition costs may be the goods or services to which the capitalized and amortized over the asset relates is transferred to the “The accounting for contract life under today’s guidance. Companies that are able to customer. Cost guidance currently contract costs will shift exists related to tooling contracts capitalize and amortize such costs under both frameworks. Companies under the proposal...” today will experience a significant generally expense costs to design change in the accounting, as all and develop tooling that they will costs of obtaining a contract will not own as incurred under existing be expensed as incurred under the guidance. We do not expect a proposed standard. significant change in the accounting for contract costs associated with tooling. 12 PricewaterhouseCoopers
  • 13. Revenue recognition and the automotive industry Financing arrangements Next steps & conclusion contracts (e.g., debt covenants Many OEMs have finance arms and contracts with customers). Comments on the ED are due by that, among other things, serve as We encourage management to October, 22, 2010. The Boards a potential source of financing for be engaged in understanding expect to issue a final standard in end customers. Where vehicles sold the proposed standard and to 2011 with an anticipated effective to dealers are eventually financed consider providing feedback to date no earlier than 2014. The through the OEM’s own financing the Boards, their external auditors proposed standard will significantly division, the OEM must meet certain and other relevant stakeholders, as impact the rules of the road conditions under current U.S. GAAP appropriate. As the ED is assessed related to revenue recognition. The to recognize revenue at the time of further and thinking evolves, we proposed standard introduces vehicle delivery to the dealer. The will continue to provide updates of a new way of thinking about proposed standard does not carry significant changes and our point revenue recognition that we believe forward these same criteria. Instead, of view about them. Questions or creates a need for companies the proposed standard introduces comments on this topic can be to fundamentally change their the notion that revenue should be directed to your local PwC contact approach to the revenue process. recognized when control transfers or the authors of this article. The changes will reach far beyond to the customer. We do not expect financial reporting. The proposals a significant change in the timing of will impact entity-wide functions revenue recognition as a result of (e.g., IT systems), key financial the elimination of these criteria. statement metrics, and legal PricewaterhouseCoopers 13
  • 14. Revenue recognition and the automotive industry To have a deeper conversation about any of the issues in this paper, please contact the primary authors or the other contacts listed, who focus on the automotive sector and/ or accounting matters related to revenue recognition: Primary authors: Other contacts: Lawrence Dodyk Richard Hanna Partner, National Professional Services Group Partner, Global Sector & Assurance Leader lawrence.dodyk@us.pwc.com richard.hanna@us.pwc.com Phone +1 (973) 236 7213 Phone +1 (313) 394 3450 Eric Kahrl Tony Debell Senior Manager Partner, Global Accounting Consulting Services eric.a.kahrl@us.pwc.com tony.m.debell@uk.pwc.com Phone +1 (216) 875 3440 Phone +44 (0) 20 721 35336 Garth Leggett François Jaumain Senior Manager, National Professional Services Group Partner garth.s.leggett@us.pwc.com francois.jaumain@fr.pwc.com Phone +1 (973) 236 5585 Phone +33 (0) 01 56 57 8030 Michael Sobolewski Mark Lohmann Senior Manager Partner, Global Accounting Consulting Services michael.sobolewski@us.pwc.com mark.lohmann@uk.pwc.com Phone +1 (313) 394 3299 Phone +44 (0) 20 721 24482 Dusty Stallings Partner, National Professional Services Group dusty.stallings@us.pwc.com Phone +1 (973) 236 4062 Guilaine Saroul Director, National Professional Services Group guilaine.saroul@us.pwc.com Phone +1 (973) 236 7138 Isabelle Mollat Senior Manager isabelle.mollat@fr.pwc.com Phone +33 (0) 01 56 57 8328 14 PricewaterhouseCoopers
  • 15. pwc.com/auto © 2010 PricewaterhouseCoopers LLP. All rights reserved. “PricewaterhouseCoopers” refers to PricewaterhouseCoopers LLP, a Delaware limited liability partnership, or, as the context requires, the PricewaterhouseCoopers global network or other member firms of the network, each of which is a separate and independent legal entity. This document is for general information purposes only, and should not be used as a substitute for consultation with professional advisors. DT-11-0026