82_FR_41313 82 FR 41147 - Commission Guidance Regarding Revenue Recognition for Bill-and-Hold Arrangements

82 FR 41147 - Commission Guidance Regarding Revenue Recognition for Bill-and-Hold Arrangements

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 166 (August 29, 2017)

Page Range41147-41149
FR Document2017-17913

The Commission is publishing this interpretive release in order to bring existing guidance into conformity with Financial Accounting Standards Board Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. Upon adoption of Accounting Standards Codification Topic 606, registrants should no longer rely on the guidance in Securities Exchange Act Release No. 23507 and Accounting and Auditing Enforcement Release No. 108, In the Matter of Stewart Parness, which set forth the criteria to be met in order to recognize revenue when delivery has not occurred.

Federal Register, Volume 82 Issue 166 (Tuesday, August 29, 2017)
[Federal Register Volume 82, Number 166 (Tuesday, August 29, 2017)]
[Rules and Regulations]
[Pages 41147-41149]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-17913]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 231, 241, and 271

[Release Nos. 33-10402; 34-81428; IC-32784]


Commission Guidance Regarding Revenue Recognition for Bill-and-
Hold Arrangements

AGENCY: Securities and Exchange Commission.

ACTION: Interpretation.

-----------------------------------------------------------------------

SUMMARY: The Commission is publishing this interpretive release in 
order to bring existing guidance into conformity with Financial 
Accounting Standards Board Accounting Standards Codification Topic 606, 
Revenue from Contracts with Customers. Upon adoption of Accounting 
Standards Codification Topic 606, registrants should no longer rely on 
the guidance in Securities Exchange Act Release No. 23507 and 
Accounting and Auditing Enforcement Release No. 108, In the Matter of 
Stewart Parness, which set forth the criteria to be met in order to 
recognize revenue when delivery has not occurred.

DATES: Effective: August 29, 2017.

FOR FURTHER INFORMATION CONTACT: Kevin L. Vaughn, Senior Associate 
Chief Accountant, or Joseph R. Epstein, Professional Accounting Fellow, 
Office of the Chief Accountant, at (202) 551-5300, U.S. Securities and 
Exchange Commission, 100 F Street NE., Washington, DC 20549-6561. 
Inquiries about this interpretive release also can be directed to 
[email protected].

SUPPLEMENTARY INFORMATION:

I. Background

    In 1986, in Securities Exchange Act Release No. 23507 and 
Accounting and Auditing Enforcement Release No. 108, In the Matter of 
Stewart Parness (``AAER 108''), the Commission set forth criteria to be 
met in order to recognize revenue when delivery has not occurred 
(commonly referred to as ``bill-and-hold'').\1\ The Commission staff 
reiterated this guidance in Staff Accounting Bulletin (``SAB'') Topic 
13, Revenue Recognition. SAB Topic 13 expressed the staff's views on 
the basic principles of revenue recognition in then-existing generally 
accepted accounting principles and summarized in one location the 
existing guidance on revenue recognition to make that guidance more 
accessible to registrants and their auditors.
---------------------------------------------------------------------------

    \1\ See In the Matter of Stewart Parness, AAER 108 (Aug. 5, 
1986).
---------------------------------------------------------------------------

II. The Application of Generally Accepted Accounting Principles for 
Revenue Recognition Related to Bill-and-Hold Arrangements

    The Commission historically has recognized pronouncements of the 
Financial Accounting Standards Board (``FASB'') as authoritative in the 
absence of any contrary determination by the Commission.\2\ In 
Financial Reporting Release No. 70,\3\ the Commission stated its 
determination that the FASB and its parent organization, the Financial 
Accounting Foundation, satisfied the criteria in Section 19(b) of the 
Securities Act of 1933 \4\ and, accordingly, FASB's financial 
accounting and reporting standards are recognized as ``generally 
accepted'' for purposes of the federal

[[Page 41148]]

securities laws. As a result, registrants are required to comply with 
those standards in preparing financial statements filed with the 
Commission, unless the Commission provides otherwise.\5\
---------------------------------------------------------------------------

    \2\ Rule 4-01(a)(1) of Regulation S-X, 17 CFR 210.4-01(a)(1). 
See Accounting Series Release (``ASR'') No. 150 (Dec. 20, 1973) and 
ASR No. 4 (Apr. 25, 1938).
    \3\ Policy Statement: Reaffirming the Status of the FASB as a 
Designated Private-Sector Standard Setter, Release Nos. 33-8221; 34-
47743; IC-26028; FR-70 (Apr. 25, 2003) (``FR-70''); 68 FR 23333 (May 
1, 2003).
    \4\ 15 U.S.C. 77s(b).
    \5\ See FR-70; Rule 4-01(a)(1) of Regulation S-X, 17 CFR 210.4-
01(a)(1).
---------------------------------------------------------------------------

    The FASB has issued comprehensive revenue recognition guidance in 
Accounting Standards Codification (``ASC'') Topic 606, Revenues from 
Contracts with Customers (``ASC Topic 606''), which supersedes most 
previous revenue recognition guidance issued by the FASB. Under ASC 
Topic 606, the general criteria for revenue recognition includes 
identifying the contract(s) with a customer, identifying the 
performance obligations in the contract, determining the transaction 
price, allocating the transaction price to the performance obligations 
in the contract, and recognizing revenue when (or as) the entity 
satisfies a performance obligation by transferring a promised good or 
service to a customer.\6\ A good or service is transferred when (or as) 
the customer obtains control of that good or service, and ASC Topic 606 
sets forth indicators of when control has been transferred.\7\
---------------------------------------------------------------------------

    \6\ See ASC paragraph 606-10-05-04.
    \7\ See ASC paragraphs 606-10-25-23 through 25-30.
---------------------------------------------------------------------------

    ASC Topic 606 also provides specific guidance on contracts under 
which an entity bills a customer for a product but the entity retains 
physical possession of the product until it is transferred to the 
customer at a point in time in the future (i.e., a bill-and-hold 
arrangement).\8\ ASC Topic 606 acknowledges that, for some contracts, a 
customer may obtain control of a product even though that product 
remains in an entity's physical possession.\9\ In order to recognize 
revenue in a bill-and-hold arrangement, ASC Topic 606 requires 
consideration of the indicators of when control has been transferred 
and sets forth additional criteria to be met.\10\
---------------------------------------------------------------------------

    \8\ See ASC paragraphs 606-10-55-81 through 55-84.
    \9\ See ASC paragraph 606-10-55-82.
    \10\ See ASC paragraph 606-10-55-83.
---------------------------------------------------------------------------

III. Updated Commission Guidance

    In light of the FASB's issuance of ASC Topic 606, upon a 
registrant's adoption of ASC Topic 606, it should no longer refer to 
the guidance in AAER 108 related to recognizing revenue in a bill-and-
hold arrangement because ASC Topic 606 provides specific guidance on 
recognizing revenue for those arrangements.
    The updated Commission guidance set forth in this interpretation is 
applicable upon a registrant's adoption of ASC Topic 606 and applies to 
all arrangements for which revenue is recognized in accordance with ASC 
Topic 606. Prior to a registrant's adoption of ASC Topic 606, the 
guidance in Securities Exchange Act Release No. 23507 and AAER 108 is 
still applicable to all arrangements for which revenue is recognized.

List of Subjects in 17 CFR Parts 231, 241, and 271

    Accounting, Securities.

Amendments to the Code of Federal Regulations

    For the reasons set out in the preamble, the Commission is amending 
title 17, chapter II of the Code of Federal Regulations as set forth 
below:

PART 231--INTERPRETATIVE RELEASES RELATING TO THE SECURITIES ACT OF 
1933 AND GENERAL RULES AND REGULATIONS THEREUNDER

0
1. Part 231 is amended by adding an entry for Release No. 33-10402 at 
the end of the table to read as follows:

----------------------------------------------------------------------------------------------------------------
               Subject                       Release No.                  Date           Fed. Reg. vol. and page
----------------------------------------------------------------------------------------------------------------
 
                                                  * * * * * * *
Commission Guidance Regarding Revenue  33-10402                 Aug. 18, 2017..........  [INSERT Federal
 Recognition for Bill-and-Hold                                                            Register CITATION].
 Arrangements.
----------------------------------------------------------------------------------------------------------------

PART 241--INTERPRETATIVE RELEASES RELATING TO THE SECURITIES 
EXCHANGE ACT OF 1934 AND GENERAL RULES AND REGULATIONS THEREUNDER

0
2. Part 241 is amended by adding an entry for Release No. 34-81428 at 
the end of the table to read as follows:

----------------------------------------------------------------------------------------------------------------
               Subject                       Release No.                  Date           Fed. Reg. vol. and page
----------------------------------------------------------------------------------------------------------------
 
                                                  * * * * * * *
Commission Guidance Regarding Revenue  34-81428                 Aug. 18, 2017..........  [INSERT Federal
 Recognition for Bill-and-Hold                                                            Register CITATION].
 Arrangements.
----------------------------------------------------------------------------------------------------------------

PART 271--INTERPRETATIVE RELEASES RELATING TO THE INVESTMENT 
COMPANY ACT OF 1940 AND GENERAL RULES AND REGULATIONS THEREUNDER

0
3. Part 271 is amended by adding an entry for Release No. IC-32784 at 
the end of the table to read as follows:

[[Page 41149]]



----------------------------------------------------------------------------------------------------------------
               Subject                       Release No.                  Date           Fed. Reg. vol. and page
----------------------------------------------------------------------------------------------------------------
 
                                                  * * * * * * *
Commission Guidance Regarding Revenue  IC-32784                 Aug. 18, 2017..........  [INSERT Federal
 Recognition for Bill-and-Hold                                                            Register CITATION].
 Arrangements.
----------------------------------------------------------------------------------------------------------------


    By the Commission.

    Dated: August 18, 2017.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2017-17913 Filed 8-28-17; 8:45 am]
BILLING CODE 8011-01-P



                                                                 Federal Register / Vol. 82, No. 166 / Tuesday, August 29, 2017 / Rules and Regulations                                                41147

                                               or as an agent (on a net basis) as well                 guidance regarding the identification of              forth the criteria to be met in order to
                                               as presentation of the effects of                       performance obligations in a contract                 recognize revenue when delivery has
                                               financing in the statement of                           with a customer, presentation of                      not occurred.
                                               comprehensive income, which                             revenue as a principal (on a gross basis)             DATES: Effective: August 29, 2017.
                                               eliminates the need for the guidance in                 or as an agent (on a net basis) as well               FOR FURTHER INFORMATION CONTACT:
                                               Topic 8. Prior to adoption of ASC Topic                 as presentation of the effects of                     Kevin L. Vaughn, Senior Associate Chief
                                               606, registrants should continue to refer               financing in the statement of                         Accountant, or Joseph R. Epstein,
                                               to prior Commission and staff guidance                  comprehensive income, which                           Professional Accounting Fellow, Office
                                               on revenue recognition topics.                          eliminates the need for the guidance in               of the Chief Accountant, at (202) 551–
                                               3. Topic 11: Miscellaneous Disclosure                   Topic 8. Prior to adoption of ASC Topic               5300, U.S. Securities and Exchange
                                                                                                       606, registrants should continue to refer             Commission, 100 F Street NE.,
                                                  a. Topic 11.A is modified to clarify                 to prior Commission and staff guidance
                                               that revenues from operating-differential                                                                     Washington, DC 20549–6561. Inquiries
                                                                                                       on revenue recognition topics.                        about this interpretive release also can
                                               subsidies presented under a revenue
                                                                                                       *     *     *     *    *                              be directed to oca@sec.gov.
                                               caption should be presented separately
                                               from revenue from contracts with                        Topic 11.A. Operating-Differential                    SUPPLEMENTARY INFORMATION:
                                               customers accounted for under ASC                       Subsidies                                             I. Background
                                               Topic 606. Previously, Topic 11.A                          Facts: Company A has received an
                                               provided the staff’s view that revenues                                                                          In 1986, in Securities Exchange Act
                                                                                                       operating-differential subsidy pursuant               Release No. 23507 and Accounting and
                                               from operating-differential subsidies be                to the Merchant Marine Act of 1936, as
                                               presented as a separate line item in the                                                                      Auditing Enforcement Release No. 108,
                                                                                                       amended.                                              In the Matter of Stewart Parness
                                               income statement either under a                            Question: How should such subsidies
                                               revenue caption or as credit in the costs                                                                     (‘‘AAER 108’’), the Commission set forth
                                                                                                       be displayed in the statement of                      criteria to be met in order to recognize
                                               and expenses section.                                   comprehensive income?
                                                  Accordingly, the staff hereby amends                                                                       revenue when delivery has not occurred
                                                                                                          Interpretive Response: Revenue                     (commonly referred to as ‘‘bill-and-
                                               the Staff Accounting Bulletin Series as                 representing an operating-differential
                                               follows:                                                                                                      hold’’).1 The Commission staff reiterated
                                                                                                       subsidy under the Merchant Marine Act                 this guidance in Staff Accounting
                                               *      *    *     *    *                                of 1936, as amended, must be set forth                Bulletin (‘‘SAB’’) Topic 13, Revenue
                                               Topic 13: Revenue Recognition                           as a separate line item in the statement              Recognition. SAB Topic 13 expressed
                                                                                                       of comprehensive income either under a                the staff’s views on the basic principles
                                               *      *     *       *      *                           revenue caption presented separately                  of revenue recognition in then-existing
                                               C. Impact of a Registrant’s Adoption of                 from revenue from contracts with                      generally accepted accounting
                                               FASB ASC Topic 606, Revenue From                        customers accounted for under ASC                     principles and summarized in one
                                               Contracts With Customers                                Topic 606 or as a credit in the costs and             location the existing guidance on
                                                                                                       expenses section.                                     revenue recognition to make that
                                                  Topic 13 is no longer applicable upon
                                               a registrant’s adoption of ASC Topic                    *     *     *     *    *                              guidance more accessible to registrants
                                                                                                       [FR Doc. 2017–17912 Filed 8–28–17; 8:45 am]           and their auditors.
                                               606. Topic 13 provides the staff’s views
                                               regarding the general revenue                           BILLING CODE 8011–01–P
                                                                                                                                                             II. The Application of Generally
                                               recognition guidance codified in ASC                                                                          Accepted Accounting Principles for
                                               Topic 605. ASC Topic 606 provides a                                                                           Revenue Recognition Related to Bill-
                                               single set of revenue recognition                       SECURITIES AND EXCHANGE
                                                                                                       COMMISSION                                            and-Hold Arrangements
                                               principles governing all contracts with
                                               customers and supersedes the revenue                                                                             The Commission historically has
                                                                                                       17 CFR Parts 231, 241, and 271                        recognized pronouncements of the
                                               recognition framework in ASC Topic
                                               605, which eliminates the need for                      [Release Nos. 33–10402; 34–81428; IC–                 Financial Accounting Standards Board
                                               Topic 13. Prior to adoption of ASC                      32784]                                                (‘‘FASB’’) as authoritative in the absence
                                               Topic 606, registrants should continue                                                                        of any contrary determination by the
                                                                                                       Commission Guidance Regarding                         Commission.2 In Financial Reporting
                                               to refer to prior Commission and staff
                                                                                                       Revenue Recognition for Bill-and-Hold                 Release No. 70,3 the Commission stated
                                               guidance on revenue recognition topics.
                                                                                                       Arrangements                                          its determination that the FASB and its
                                               *     *      *     *   *
                                                                                                       AGENCY:  Securities and Exchange                      parent organization, the Financial
                                               Topic 8: Retail Companies                               Commission.                                           Accounting Foundation, satisfied the
                                               *      *     *       *      *                           ACTION: Interpretation.
                                                                                                                                                             criteria in Section 19(b) of the Securities
                                                                                                                                                             Act of 1933 4 and, accordingly, FASB’s
                                               C. Impact of a Registrant’s Adoption of                 SUMMARY: The Commission is                            financial accounting and reporting
                                               FASB ASC Topic 606, Revenue From                        publishing this interpretive release in               standards are recognized as ‘‘generally
                                               Contracts With Customers                                order to bring existing guidance into                 accepted’’ for purposes of the federal
                                                  Topic 8 is no longer applicable upon                 conformity with Financial Accounting
                                               a registrant’s adoption of ASC Topic                    Standards Board Accounting Standards                     1 See In the Matter of Stewart Parness, AAER 108

                                               606. Topic 8 provides the staff’s views                 Codification Topic 606, Revenue from                  (Aug. 5, 1986).
                                                                                                                                                                2 Rule 4–01(a)(1) of Regulation S–X, 17 CFR
                                               regarding (i) the prohibition of                        Contracts with Customers. Upon
sradovich on DSK3GMQ082PROD with RULES3




                                                                                                                                                             210.4–01(a)(1). See Accounting Series Release
                                               presenting sales of a leased or licensed                adoption of Accounting Standards                      (‘‘ASR’’) No. 150 (Dec. 20, 1973) and ASR No. 4
                                               department within a retailer’s statement                Codification Topic 606, registrants                   (Apr. 25, 1938).
                                               of comprehensive income consistent                      should no longer rely on the guidance                    3 Policy Statement: Reaffirming the Status of the

                                               with the principles codified within ASC                 in Securities Exchange Act Release No.                FASB as a Designated Private-Sector Standard
                                                                                                                                                             Setter, Release Nos. 33–8221; 34–47743; IC–26028;
                                               Subtopic 605–45 and (ii) the disclosure                 23507 and Accounting and Auditing                     FR–70 (Apr. 25, 2003) (‘‘FR–70’’); 68 FR 23333 (May
                                               of finance charges imposed by retailers                 Enforcement Release No. 108, In the                   1, 2003).
                                               on credit sales. ASC Topic 606 provides                 Matter of Stewart Parness, which set                     4 15 U.S.C. 77s(b).




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                                               41148             Federal Register / Vol. 82, No. 166 / Tuesday, August 29, 2017 / Rules and Regulations

                                               securities laws. As a result, registrants                  ASC Topic 606 also provides specific                        of ASC Topic 606 and applies to all
                                               are required to comply with those                       guidance on contracts under which an                           arrangements for which revenue is
                                               standards in preparing financial                        entity bills a customer for a product but                      recognized in accordance with ASC
                                               statements filed with the Commission,                   the entity retains physical possession of                      Topic 606. Prior to a registrant’s
                                               unless the Commission provides                          the product until it is transferred to the                     adoption of ASC Topic 606, the
                                               otherwise.5                                             customer at a point in time in the future                      guidance in Securities Exchange Act
                                                                                                       (i.e., a bill-and-hold arrangement).8 ASC                      Release No. 23507 and AAER 108 is still
                                                  The FASB has issued comprehensive                    Topic 606 acknowledges that, for some                          applicable to all arrangements for which
                                               revenue recognition guidance in                         contracts, a customer may obtain control                       revenue is recognized.
                                               Accounting Standards Codification                       of a product even though that product
                                               (‘‘ASC’’) Topic 606, Revenues from                      remains in an entity’s physical                                List of Subjects in 17 CFR Parts 231,
                                               Contracts with Customers (‘‘ASC Topic                   possession.9 In order to recognize                             241, and 271
                                               606’’), which supersedes most previous                  revenue in a bill-and-hold arrangement,                            Accounting, Securities.
                                               revenue recognition guidance issued by                  ASC Topic 606 requires consideration of
                                               the FASB. Under ASC Topic 606, the                      the indicators of when control has been                        Amendments to the Code of Federal
                                               general criteria for revenue recognition                transferred and sets forth additional                          Regulations
                                               includes identifying the contract(s) with               criteria to be met.10
                                               a customer, identifying the performance                                                                                   For the reasons set out in the
                                                                                                       III. Updated Commission Guidance                               preamble, the Commission is amending
                                               obligations in the contract, determining
                                                                                                          In light of the FASB’s issuance of ASC                      title 17, chapter II of the Code of Federal
                                               the transaction price, allocating the
                                                                                                       Topic 606, upon a registrant’s adoption                        Regulations as set forth below:
                                               transaction price to the performance
                                                                                                       of ASC Topic 606, it should no longer
                                               obligations in the contract, and                                                                                       PART 231—INTERPRETATIVE
                                                                                                       refer to the guidance in AAER 108
                                               recognizing revenue when (or as) the                                                                                   RELEASES RELATING TO THE
                                                                                                       related to recognizing revenue in a bill-
                                               entity satisfies a performance obligation               and-hold arrangement because ASC                               SECURITIES ACT OF 1933 AND
                                               by transferring a promised good or                      Topic 606 provides specific guidance on                        GENERAL RULES AND REGULATIONS
                                               service to a customer.6 A good or service               recognizing revenue for those                                  THEREUNDER
                                               is transferred when (or as) the customer                arrangements.
                                               obtains control of that good or service,                   The updated Commission guidance                             ■ 1. Part 231 is amended by adding an
                                               and ASC Topic 606 sets forth indicators                 set forth in this interpretation is                            entry for Release No. 33–10402 at the
                                               of when control has been transferred.7                  applicable upon a registrant’s adoption                        end of the table to read as follows:

                                                                          Subject                                    Release No.                     Date                               Fed. Reg. vol. and page


                                                          *                 *             *                                        *                         *                        *                  *
                                               Commission Guidance Regarding Revenue Recognition                     33–10402          Aug. 18, 2017 .....................   [INSERT Federal Register CITATION].
                                                 for Bill-and-Hold Arrangements.



                                               PART 241—INTERPRETATIVE
                                               RELEASES RELATING TO THE
                                               SECURITIES EXCHANGE ACT OF 1934
                                               AND GENERAL RULES AND
                                               REGULATIONS THEREUNDER
                                               ■ 2. Part 241 is amended by adding an
                                               entry for Release No. 34–81428 at the
                                               end of the table to read as follows:

                                                                          Subject                                    Release No.                     Date                               Fed. Reg. vol. and page


                                                          *                 *             *                                        *                         *                        *                  *
                                               Commission Guidance Regarding Revenue Recognition                     34–81428          Aug. 18, 2017 .....................   [INSERT Federal Register CITATION].
                                                 for Bill-and-Hold Arrangements.



                                               PART 271—INTERPRETATIVE
                                               RELEASES RELATING TO THE
                                               INVESTMENT COMPANY ACT OF 1940                          ■ 3. Part 271 is amended by adding an
                                               AND GENERAL RULES AND                                   entry for Release No. IC–32784 at the
sradovich on DSK3GMQ082PROD with RULES3




                                               REGULATIONS THEREUNDER                                  end of the table to read as follows:



                                                 5 See FR–70; Rule 4–01(a)(1) of Regulation S–X,           7 See   ASC paragraphs 606–10–25–23 through 25–                9 See   ASC paragraph 606–10–55–82.
                                               17 CFR 210.4–01(a)(1).                                  30.                                                                10 See   ASC paragraph 606–10–55–83.
                                                 6 See ASC paragraph 606–10–05–04.                         8 See   ASC paragraphs 606–10–55–81 through 55–
                                                                                                       84.



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                                                                 Federal Register / Vol. 82, No. 166 / Tuesday, August 29, 2017 / Rules and Regulations                                                      41149

                                                                          Subject                                Release No.                      Date                            Fed. Reg. vol. and page


                                                          *                 *             *                                     *                         *                        *                  *
                                               Commission Guidance Regarding Revenue Recognition                 IC–32784           Aug. 18, 2017 .....................   [INSERT Federal Register CITATION].
                                                 for Bill-and-Hold Arrangements.



                                                  By the Commission.                                   SUPPLEMENTARY INFORMATION:                                  reasons, the Commission continues to
                                                  Dated: August 18, 2017.                                                                                          limit this guidance to the vaccines
                                                                                                       I. Introduction
                                               Jill M. Peterson,                                                                                                   enumerated below.
                                               Assistant Secretary.                                       The Securities and Exchange
                                                                                                       Commission (‘‘Commission’’) continues                       II. The Application of Generally
                                               [FR Doc. 2017–17913 Filed 8–28–17; 8:45 am]                                                                         Accepted Accounting Principles for
                                                                                                       to be committed, as stated in previously-
                                               BILLING CODE 8011–01–P
                                                                                                       issued guidance (the ‘‘2005 Release’’),1                    Revenue Recognition to Vaccine
                                                                                                       to addressing any unintended                                Stockpiles
                                               SECURITIES AND EXCHANGE                                 consequences of accounting                                     The Commission historically has
                                               COMMISSION                                              requirements that could impair the                          recognized pronouncements of the
                                                                                                       nation’s ability to create and maintain                     FASB as authoritative in the absence of
                                               17 CFR Parts 231, 241, and 271                          sufficient supplies of various vaccines                     any contrary determination by the
                                                                                                       and bioterror countermeasures                               Commission.3 In Financial Reporting
                                               [Release Nos. 33–10403; 34–81429; IC–
                                               32785]                                                  (‘‘enumerated vaccines’’). The                              Release No. 70,4 the Commission stated
                                                                                                       Commission issued the 2005 Release to                       its determination that the FASB and its
                                               Updates to Commission Guidance                          address questions about the timing of                       parent organization, the Financial
                                               Regarding Accounting for Sales of                       revenue recognition for vaccines placed                     Accounting Foundation, satisfied the
                                               Vaccines and Bioterror                                  into the Vaccines for Children Program                      criteria in Section 19(b) of the Securities
                                               Countermeasures to the Federal                          and the Strategic National Stockpile. At                    Act of 1933 5 and, accordingly, FASB’s
                                               Government for Placement Into the                       the time of the 2005 Release, some                          financial accounting and reporting
                                               Pediatric Vaccine Stockpile or the                      expressed concerns that the application                     standards are recognized as ‘‘generally
                                               Strategic National Stockpile                            of generally accepted accounting                            accepted’’ for purposes of the federal
                                                                                                       principles may require revenue                              securities laws. As a result, registrants
                                               AGENCY:  Securities and Exchange                        recognition to be delayed beyond the                        are required to comply with those
                                               Commission.                                             period in which the vaccine is placed in                    standards in preparing financial
                                               ACTION: Interpretation.                                 the stockpile, and may have an                              statements filed with the Commission,
                                               SUMMARY: The Securities and Exchange                    unintended consequence of causing                           unless the Commission provides
                                               Commission is publishing this                           some vaccine manufacturers to decline                       otherwise.6
                                               interpretive release to update previously               to participate in these critical stockpile                     Although no specific guidance has
                                               issued guidance with respect to                         programs. The Commission published                          been published by the FASB related to
                                               accounting for sales of vaccines and                    the guidance in the 2005 Release to                         revenue recognition for vaccine
                                               bioterror countermeasures to the Federal                resolve the accounting questions. With                      stockpiles, the FASB has issued
                                               Government for placement into                           the Financial Accounting Standards                          comprehensive revenue recognition
                                               stockpiles related to the Vaccines for                  Board’s (‘‘FASB’’) issuance of                              guidance in ASC Topic 606, which
                                               Children Program or the Strategic                       Accounting Standards Codification                           supersedes most previous revenue
                                               National Stockpile. This update is being                (‘‘ASC’’) Topic 606, Revenues from                          recognition guidance issued by the
                                               provided to bring existing guidance into                Contracts with Customers (‘‘ASC Topic                       FASB.
                                               conformity with Financial Accounting                    606’’),2 we are providing this updated                         In response to the new,
                                               Standards Board’s Accounting                            guidance.                                                   comprehensive revenue recognition
                                               Standards Codification Topic 606,                          Government vaccine stockpile                             model in ASC Topic 606, simultaneous
                                               Revenue from Contracts with                             programs are unique in many respects.                       with publication of this release, the
                                               Customers. This guidance is applicable                  For example, the primary objective of                       Commission has issued an
                                               upon a registrant’s adoption of                         purchasing the vaccines is not to take                      interpretation stating 7 that upon the
                                               Accounting Standards Codification                       delivery for ultimate use but rather to be                  registrant’s adoption of ASC Topic 606,
                                               Topic 606 and is applicable to all                      able to require immediate delivery on                       such registrant should no longer rely on
                                               arrangements for which revenue is                       notice. An additional characteristic of                     the guidance in Securities Exchange Act
                                               recognized in accordance with                           vaccine stockpiles is the limited shelf                     Release No. 23507 and Accounting and
                                               Accounting Standards Codification                       life of the vaccines. For these and other
                                                                                                                                                                      3 Rule 4–01(a)(1) of Regulation S–X, 17 CFR
                                               Topic 606.                                                                                                          210.4–01(a)(1). See Accounting Series Release
                                                                                                         1 See Commission Guidance Regarding
                                               DATES: Effective: August 29, 2017.                                                                                  (‘‘ASR’’) No. 150 (Dec. 20, 1973) and ASR No. 4
                                                                                                       Accounting for Sales of Vaccines and Bioterror
                                               FOR FURTHER INFORMATION CONTACT:                        Countermeasures to the Federal Government for               (Apr. 25, 1938).
                                                                                                                                                                      4 Policy Statement: Reaffirming the Status of the
                                               Kevin L. Vaughn, Senior Associate Chief                 Placement into the Pediatric Vaccine Stockpile or
                                                                                                       the Strategic National Stockpile, Release No. 33–           FASB as a Designated Private-Sector Standard
                                               Accountant, or Joseph R. Epstein,
sradovich on DSK3GMQ082PROD with RULES3




                                                                                                       8642 (Dec. 5, 2005).                                        Setter, Release Nos. 33–8221; 34–47743; IC–26028;
                                               Professional Accounting Fellow, Office                     2 The International Accounting Standards Board           FR–70 (Apr. 25, 2003) (‘‘FR–70’’); 68 FR 23333 (May
                                               of the Chief Accountant, at (202) 551–                  (IASB) has also issued IFRS 15, Revenue from                1, 2003).
                                                                                                                                                                      5 15 U.S.C. 77s(b).
                                               5300, U.S. Securities and Exchange                      Contracts with Customers (IFRS 15). The issuance
                                                                                                                                                                      6 See FR–70; Rule 4–01(a)(1) of Regulation S–X,
                                               Commission, 100 F Street NE.,                           of ASC Topic 606 and IFRS 15 completes the joint
                                                                                                       effort by the FASB and IASB that was undertaken             17 CFR 210.4–01(a)(1).
                                               Washington, DC 20549–6561. Inquiries                    with the intent of improving financial reporting by            7 Commission Guidance Regarding Revenue
                                               about this interpretive release also can                creating converged comprehensive revenue                    Recognition for Bill-and-Hold Arrangements,
                                               be directed to oca@sec.gov.                             recognition guidance for U.S. GAAP and IFRS.                Release No. 33–10402 (Aug. 18, 2017).



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Document Created: 2017-08-29 01:57:58
Document Modified: 2017-08-29 01:57:58
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionRules and Regulations
ActionInterpretation.
DatesEffective: August 29, 2017.
ContactKevin L. Vaughn, Senior Associate Chief Accountant, or Joseph R. Epstein, Professional Accounting Fellow, Office of the Chief Accountant, at (202) 551-5300, U.S. Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-6561. Inquiries about this interpretive release also can be directed to [email protected]
FR Citation82 FR 41147 
CFR Citation17 CFR 231
17 CFR 241
17 CFR 271
CFR AssociatedAccounting and Securities

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