# ASC 842-40: Leases — Sale and Leaseback Transactions

Source: FASB Accounting Standards Codification, Basic View

[Read online](https://asc.understandingaccounting.org/asc/842/40/)

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## ASC 842-40: Leases — Sale and Leaseback Transactions

### Machine-generated study aids

```json
{
  "summary": "ASC 842-40 governs sale and leaseback transactions, in which a seller-lessee transfers an asset to a buyer-lessor and leases it back. The threshold question is whether the transfer qualifies as a sale under Topic 606's control-transfer guidance; if it does, the seller-lessee derecognizes the asset, recognizes the sale at the transaction price, and accounts for the leaseback under 842-20, while the buyer-lessor accounts for the purchase under other Topics and the lease under 842-30. If the transfer is not a sale (e.g., the leaseback is a finance/sales-type lease or there is a non-fair-value repurchase option), the transaction is a failed sale accounted for as a financing by both parties.",
  "key_points": [
    "Whether a transfer is a sale is determined using Topic 606's contract-existence guidance (606-10-25-1 through 25-8) and the transfer-of-control guidance in 606-10-25-30 (842-40-25-1).",
    "A leaseback alone does not prevent the buyer-lessor from obtaining control, but the buyer-lessor is deemed not to have obtained control if the leaseback would be classified as a finance lease or sales-type lease (842-40-25-2).",
    "A seller-lessee repurchase option precludes sale accounting unless (a) the exercise price is the fair value of the asset at exercise and (b) substantially the same alternative assets are readily available in the marketplace (842-40-25-3).",
    "If a sale occurs, the seller-lessee recognizes the transaction price and derecognizes the asset's carrying amount and applies 842-20 to the leaseback; the buyer-lessor applies other Topics to the purchase and 842-30 to the lease (842-40-25-4).",
    "If the transfer is not a sale, the seller-lessee keeps the asset and records proceeds as a financial liability while the buyer-lessor records a receivable (842-40-25-5), with the seller-lessee imputing an interest rate so interest does not exceed the payments and the asset's carrying amount does not exceed the liability when control transfers (842-40-30-6).",
    "Off-market terms are adjusted by comparing sale price to fair value or PV of lease payments to PV of market rents; an excess sale price is a prepayment of rent and a reduction is additional financing from the buyer-lessor (842-40-30-1 through 30-3), except for related party leases (842-40-30-4).",
    "If a lessee controls an asset under construction before the commencement date (indicators in 842-40-55-5, e.g., a right to obtain the partially constructed asset, legal ownership, or control of the land for substantially all the improvements' economic life), the arrangement is within this Subtopic; the seller-lessee must also disclose the main terms and any gains or losses separately (842-40-50-2)."
  ],
  "categories": [
    "Leases",
    "Recognition",
    "Derecognition",
    "Revenue"
  ],
  "audience_level": "intermediate",
  "student_note": "Exams love the two trip-wires that kill sale accounting: a leaseback classified as a finance/sales-type lease and a fixed-price repurchase option. A common misunderstanding is that a failed sale means no lease accounting at all — in fact the seller-lessee keeps the asset and books a financing liability, and lease accounting begins only later if and when control transfers (e.g., when the repurchase option expires).",
  "related_topics": [
    "842-10",
    "842-20",
    "842-30",
    "606-10",
    "360",
    "835-30"
  ],
  "key_concepts": [
    "sale and leaseback",
    "transfer of control",
    "failed sale financing",
    "repurchase option",
    "off-market terms",
    "lessee control during construction",
    "seller-lessee",
    "buyer-lessor"
  ]
}
```

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## ASC 842-40-00: 00 Status

[Read section](https://asc.understandingaccounting.org/asc/842/40/#00-status)

SEC content: no

##### [842-40-00-1](https://asc.understandingaccounting.org/asc/842/40/#842-40-00-1)

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The following table identifies the changes made to this Subtopic.

<table class="asc-table" id="SL77945589-209943"><tbody><tr><td class="entry"><strong class="ph b">Paragraph</strong></td><td class="entry"><strong class="ph b">Action</strong></td><td class="entry"><strong class="ph b">Accounting Standards Update</strong></td><td class="entry"><strong class="ph b">Date</strong></td></tr><tr><td class="entry"></td><td class="entry"></td><td class="entry"></td><td class="entry"></td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/c/#commencement-date-of-the-lease-commencement-date" class="term" title="The date on which a lessor makes an underlying asset available for use by a lessee. See paragraphs 842-10-55-19842-10-55-20842-10-55-21 for implementation guidance on the commencement date."><span>Commencement Date of the Lease (Commencement Date)</span></a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/c/#contract" class="term" title="An agreement between two or more parties that creates enforceable rights and obligations."><span>Contract</span></a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/d/#direct-financing-lease" class="term" title="From the perspective of a lessor, a lease that meets none of the criteria in paragraph 842-10-25-2 but meets the criteria in paragraph 842-10-25-3(b)and is not an operating lease in accordance with paragraph 842-10-25-3A."><span>Direct Financing Lease</span></a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2021-05/" class="xref">Accounting Standards Update No. 2021-05</a></td><td class="entry">07/19/2021</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/d/#direct-financing-lease" class="term" title="From the perspective of a lessor, a lease that meets none of the criteria in paragraph 842-10-25-2 but meets the criteria in paragraph 842-10-25-3(b)and is not an operating lease in accordance with paragraph 842-10-25-3A."><span>Direct Financing Lease</span></a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/f/#fair-value" class="term" title="The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date."><span>Fair Value</span></a> (2nd def.)</td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/f/#finance-lease" class="term" title="From the perspective of a lessee, a lease that meets one or more of the criteria in paragraph 842-10-25-2."><span>Finance Lease</span></a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/l/#lease" class="term" title="A contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration."><span>Lease</span></a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/l/#lease-payments" class="term" title="See paragraph 842-10-30-5 for what constitutes lease payments from the perspective of a lessee and a lessor."><span>Lease Payments</span></a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/l/#lease-term" class="term" title="The noncancellable period for which a lessee has the right to use an underlying asset, together with all of the following: Periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option Periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option Periods covered by an option to extend (or not to terminate) the lease in which exercise of the option is controlled by the lessor."><span>Lease Term</span></a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/l/#lessee" class="term" title="An entity that enters into a contract to obtain the right to use an underlying asset for a period of time in exchange for consideration."><span>Lessee</span></a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/l/#lessor" class="term" title="An entity that enters into a contract to provide the right to use an underlying asset for a period of time in exchange for consideration."><span>Lessor</span></a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/m/#market-participants" class="term" title="Buyers and sellers in the principal (or most advantageous) market for the asset or liability that have all of the following characteristics: They are independent of each other, that is, they are not related parties, although the price in a related-party transaction may be used as an input to a fair value measurement if the reporting entity has evidence that the transaction was entered into at market terms They are knowledgeable, having a reasonable understanding about the asset or liability and the transaction using all available information, including information that might be obtained through due diligence efforts that are usual and customary They are able to enter into a transaction for the asset or liability They are willing to enter into a transaction for the asset or liability, that is, they are motivated but not forced or otherwise compelled to do so."><span>Market Participants</span></a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/o/#operating-lease" class="term" title="From the perspective of a lessee, any lease other than a finance lease. From the perspective of a lessor, any lease other than a sales-type lease or a direct financing lease."><span>Operating Lease</span></a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/o/#orderly-transaction" class="term" title="A transaction that assumes exposure to the market for a period before the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities; it is not a forced transaction (for example, a forced liquidation or distress sale)."><span>Orderly Transaction</span></a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/r/#related-parties" class="term" title="Related parties include: Affiliates of the entity Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity Trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management Principal owners of the entity and members of their immediate families Management of the entity and members of their immediate families Other parties with which the entity may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests."><span>Related Parties</span></a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/r/#residual-value-guarantee" class="term" title="A guarantee made to a lessor that the value of an underlying asset returned to the lessor at the end of a lease will be at least a specified amount."><span>Residual Value Guarantee</span></a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/s/#sales-type-lease" class="term" title="From the perspective of a lessor, a lease that meets one or more of the criteria in paragraph 842-10-25-2 and is not an operating lease in accordance with paragraph 842-10-25-3A."><span>Sales-Type Lease</span></a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2021-05/" class="xref">Accounting Standards Update No. 2021-05</a></td><td class="entry">07/19/2021</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/s/#sales-type-lease" class="term" title="From the perspective of a lessor, a lease that meets one or more of the criteria in paragraph 842-10-25-2 and is not an operating lease in accordance with paragraph 842-10-25-3A."><span>Sales-Type Lease</span></a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/s/#sublease" class="term" title="A transaction in which an underlying asset is re-leased by the lessee (or intermediate lessor) to a third party (the sublessee) and the original (or head) lease between the lessor and the lessee remains in effect."><span>Sublease</span></a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/u/#underlying-asset" class="term" title="An asset that is the subject of a lease for which a right to use that asset has been conveyed to a lessee. The underlying asset could be a physically distinct portion of a single asset."><span>Underlying Asset</span></a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"></td><td class="entry"></td><td class="entry"></td><td class="entry"></td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/842/40/#842-40-05-1" class="xref">842-40-05-1</a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><div class="xref-range displayInline"><a href="https://asc.understandingaccounting.org/asc/842/40/#842-40-15-1" class="xref">842-40-15-1 through 15-3</a></div></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><div class="xref-range displayInline"><a href="https://asc.understandingaccounting.org/asc/842/40/#842-40-25-1" class="xref">842-40-25-1 through 25-5</a></div></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><div class="xref-range displayInline"><a href="https://asc.understandingaccounting.org/asc/842/40/#842-40-30-1" class="xref">842-40-30-1 through 30-6</a></div></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/842/40/#842-40-30-6" class="xref">842-40-30-6</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2018-10/" class="xref">Accounting Standards Update No. 2018-10</a></td><td class="entry">07/18/2018</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/842/40/#842-40-50-1" class="xref">842-40-50-1</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2021-09/" class="xref">Accounting Standards Update No. 2021-09</a></td><td class="entry">11/11/2021</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/842/40/#842-40-50-1" class="xref">842-40-50-1</a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/842/40/#842-40-50-2" class="xref">842-40-50-2</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2021-09/" class="xref">Accounting Standards Update No. 2021-09</a></td><td class="entry">11/11/2021</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/842/40/#842-40-50-2" class="xref">842-40-50-2</a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><div class="xref-range displayInline"><a href="https://asc.understandingaccounting.org/asc/842/40/#842-40-55-1" class="xref">842-40-55-1 through 55-44</a></div></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-02/" class="xref">Accounting Standards Update No. 2016-02</a></td><td class="entry">02/25/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/842/40/#842-40-55-33" class="xref">842-40-55-33</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2018-10/" class="xref">Accounting Standards Update No. 2018-10</a></td><td class="entry">07/18/2018</td></tr></tbody></table>

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## ASC 842-40-05: 05 Overview and Background

[Read section](https://asc.understandingaccounting.org/asc/842/40/#05-overview-and-background)

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##### [842-40-05-1](https://asc.understandingaccounting.org/asc/842/40/#842-40-05-1)

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This Subtopic addresses accounting for sale and leaseback transactions when a [lease](https://asc.understandingaccounting.org/glossary/l/#lease "A contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration.") has been accounted for in accordance with Subtopic 842-10 and either Subtopic 842-20 or Subtopic 842-30.

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## ASC 842-40-15: 15 Scope and Scope Exceptions

[Read section](https://asc.understandingaccounting.org/asc/842/40/#15-scope-and-scope-exceptions)

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##### [842-40-15-1](https://asc.understandingaccounting.org/asc/842/40/#842-40-15-1)

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This Subtopic follows the same Scope and Scope Exceptions as outlined in the Overall Subtopic; see Section 842-10-15.

##### [842-40-15-2](https://asc.understandingaccounting.org/asc/842/40/#842-40-15-2)

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If an entity (the seller-lessee) transfers an asset to another entity (the buyer-lessor) and leases that asset back from the buyer-lessor, both the seller-lessee and the buyer-lessor shall account for the transfer [contract](https://asc.understandingaccounting.org/glossary/c/#contract "An agreement between two or more parties that creates enforceable rights and obligations.") and the [lease](https://asc.understandingaccounting.org/glossary/l/#lease "A contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration.") in accordance with Sections 842-40-25, 842-40-30, and 842-40-50.

##### [842-40-15-3](https://asc.understandingaccounting.org/asc/842/40/#842-40-15-3)

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See paragraphs

[842-40-55-1 through 55-21](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-1)

for implementation guidance on the scope of this Subtopic. See Example 3 (paragraphs

[842-40-55-39 through 55-44](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-39)

) for an illustration of the scope of this Subtopic.

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## ASC 842-40-25: 25 Recognition

[Read section](https://asc.understandingaccounting.org/asc/842/40/#25-recognition)

SEC content: no

#### Determining Whether the Transfer of the Asset Is a Sale

##### [842-40-25-1](https://asc.understandingaccounting.org/asc/842/40/#842-40-25-1)

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An entity shall apply the following requirements in Topic 606 on revenue from [contracts](https://asc.understandingaccounting.org/glossary/c/#contract "An agreement between two or more parties that creates enforceable rights and obligations.") with customers when determining whether the transfer of an asset shall be accounted for as a sale of the asset:

1.  a
    
    Paragraphs
    
    [606-10-25-1 through 25-8](https://asc.understandingaccounting.org/asc/606/10/#606-10-25-1)
    
    on the existence of a contract
    
2.  b
    
    Paragraph [606-10-25-30](https://asc.understandingaccounting.org/asc/606/10/#606-10-25-30) on when an entity satisfies a performance obligation by transferring control of an asset.

##### [842-40-25-2](https://asc.understandingaccounting.org/asc/842/40/#842-40-25-2)

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The existence of a leaseback (that is, a seller-lessee's right to use the [underlying asset](https://asc.understandingaccounting.org/glossary/u/#underlying-asset "An asset that is the subject of a lease for which a right to use that asset has been conveyed to a lessee. The underlying asset could be a physically distinct portion of a single asset.") for a period of time) does not, in isolation, prevent the buyer-lessor from obtaining control of the asset. However, the buyer-lessor is not considered to have obtained control of the asset in accordance with the guidance on when an entity satisfies a performance obligation by transferring control of an asset in Topic 606 if the leaseback would be classified as a [finance lease](https://asc.understandingaccounting.org/glossary/f/#finance-lease "From the perspective of a lessee, a lease that meets one or more of the criteria in paragraph 842-10-25-2.") or a [sales-type lease](https://asc.understandingaccounting.org/glossary/s/#sales-type-lease "From the perspective of a lessor, a lease that meets one or more of the criteria in paragraph 842-10-25-2 and is not an operating lease in accordance with paragraph 842-10-25-3A.").

##### [842-40-25-3](https://asc.understandingaccounting.org/asc/842/40/#842-40-25-3)

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An option for the seller-lessee to repurchase the asset would preclude accounting for the transfer of the asset as a sale of the asset unless both of the following criteria are met:

1.  a
    
    The exercise price of the option is the [fair value](https://asc.understandingaccounting.org/glossary/f/#fair-value "The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.") of the asset at the time the option is exercised.
    
2.  b
    
    There are alternative assets, substantially the same as the transferred asset, readily available in the marketplace.

#### Transfer of the Asset Is a Sale

##### [842-40-25-4](https://asc.understandingaccounting.org/asc/842/40/#842-40-25-4)

Pending content: no

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If the transfer of the asset is a sale in accordance with paragraphs

[842-40-25-1 through 25-3](https://asc.understandingaccounting.org/asc/842/40/#842-40-25-1)

, both of the following apply:

1.  a
    
    The seller-lessee shall:
    
    1.  1
        
        Recognize the transaction price for the sale at the point in time the buyer-lessor obtains control of the asset in accordance with paragraph [606-10-25-30](https://asc.understandingaccounting.org/asc/606/10/#606-10-25-30) in accordance with the guidance on determining the transaction price in paragraphs
        
        [606-10-32-2 through 32-27](https://asc.understandingaccounting.org/asc/606/10/#606-10-32-2)
        
    2.  2
        
        Derecognize the carrying amount of the [underlying asset](https://asc.understandingaccounting.org/glossary/u/#underlying-asset "An asset that is the subject of a lease for which a right to use that asset has been conveyed to a lessee. The underlying asset could be a physically distinct portion of a single asset.")
        
    3.  3
        
        Account for the [lease](https://asc.understandingaccounting.org/glossary/l/#lease "A contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration.") in accordance with Subtopic 842-20.
        
2.  b
    
    The buyer-lessor shall account for the purchase in accordance with other Topics and for the lease in accordance with Subtopic 842-30.

#### Transfer of the Asset Is Not a Sale

##### [842-40-25-5](https://asc.understandingaccounting.org/asc/842/40/#842-40-25-5)

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If the transfer of the asset is not a sale in accordance with paragraphs

[842-40-25-1 through 25-3](https://asc.understandingaccounting.org/asc/842/40/#842-40-25-1)

, both of the following apply:

1.  a
    
    The seller-lessee shall not derecognize the transferred asset and shall account for any amounts received as a financial liability in accordance with other Topics.
    
2.  b
    
    The buyer-lessor shall not recognize the transferred asset and shall account for the amounts paid as a receivable in accordance with other Topics.

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## ASC 842-40-30: 30 Initial Measurement

[Read section](https://asc.understandingaccounting.org/asc/842/40/#30-initial-measurement)

SEC content: no

#### Transfer of the Asset Is a Sale

##### [842-40-30-1](https://asc.understandingaccounting.org/asc/842/40/#842-40-30-1)

Pending content: no

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An entity shall determine whether a sale and leaseback transaction is at [fair value](https://asc.understandingaccounting.org/glossary/f/#fair-value "The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.") on the basis of the difference between either of the following, whichever is more readily determinable:

1.  a
    
    The sale price of the asset and the fair value of the asset
    
2.  b
    
    The present value of the [lease payments](https://asc.understandingaccounting.org/glossary/l/#lease-payments "See paragraph 842-10-30-5 for what constitutes lease payments from the perspective of a lessee and a lessor.") and the present value of market rental payments.

##### [842-40-30-2](https://asc.understandingaccounting.org/asc/842/40/#842-40-30-2)

Pending content: no

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If the sale and leaseback transaction is not at fair value, the entity shall adjust the sale price of the asset on the same basis the entity used to determine that the transaction was not at fair value in accordance with paragraph [842-40-30-1](https://asc.understandingaccounting.org/asc/842/40/#842-40-30-1). The entity shall account for both of the following:

1.  a
    
    Any increase to the sale price of the asset as a prepayment of rent
    
2.  b
    
    Any reduction of the sale price of the asset as additional financing provided by the buyer-lessor to the seller-lessee. The seller-lessee and the buyer-lessor shall account for the additional financing in accordance with other Topics.

##### [842-40-30-3](https://asc.understandingaccounting.org/asc/842/40/#842-40-30-3)

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A sale and leaseback transaction is not off market solely because the sale price or the lease payments include a variable component. In determining whether the sale and leaseback transaction is at fair value, the entity should consider those variable payments it reasonably expects to be entitled to (or to make) on the basis of all of the information (historical, current, and forecast) that is reasonably available to the entity. For a seller-lessee, this would include estimating any variable consideration to which it expects to be entitled in accordance with paragraphs

[606-10-32-5 through 32-9](https://asc.understandingaccounting.org/asc/606/10/#606-10-32-5)

.

##### [842-40-30-4](https://asc.understandingaccounting.org/asc/842/40/#842-40-30-4)

Pending content: no

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If the transaction is a related party [lease](https://asc.understandingaccounting.org/glossary/l/#lease "A contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration."), an entity shall not make the adjustments required in paragraph [842-40-30-2](https://asc.understandingaccounting.org/asc/842/40/#842-40-30-2), but shall provide the required disclosures as discussed in paragraphs [842-20-50-7](https://asc.understandingaccounting.org/asc/842/20/#842-20-50-7) and [842-30-50-4](https://asc.understandingaccounting.org/asc/842/30/#842-30-50-4).

##### [842-40-30-5](https://asc.understandingaccounting.org/asc/842/40/#842-40-30-5)

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See Examples 1 and 2 (paragraphs

[842-40-55-22 through 55-38](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-22)

) for illustrations of the requirements for a sale and leaseback transaction.

#### Transfer of the Asset Is Not a Sale

##### [842-40-30-6](https://asc.understandingaccounting.org/asc/842/40/#842-40-30-6)

Pending content: no

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The guidance in paragraph [842-40-25-5](https://asc.understandingaccounting.org/asc/842/40/#842-40-25-5) notwithstanding, the seller-lessee shall adjust the interest rate on its financial liability as necessary to ensure that both of the following apply:

1.  a
    
    Interest on the financial liability is not greater than the payments on the financial liability over the shorter of the [lease term](https://asc.understandingaccounting.org/glossary/l/#lease-term "The noncancellable period for which a lessee has the right to use an underlying asset, together with all of the following: Periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option Periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option Periods covered by an option to extend (or not to terminate) the lease in which exercise of the option is controlled by the lessor.") and the term of the financing. The term of the financing may be shorter than the lease term because the transfer of an asset that does not qualify as a sale initially may qualify as a sale at a point in time before the end of the lease term.
    
2.  b
    
    The carrying amount of the asset does not exceed the carrying amount of the financial liability at the earlier of the end of the lease term or the date at which control of the asset will transfer to the buyer-lessor (for example, the date at which a repurchase option expires if that date is earlier than the end of the lease term).

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## ASC 842-40-50: 50 Disclosure

[Read section](https://asc.understandingaccounting.org/asc/842/40/#50-disclosure)

SEC content: no

##### [842-40-50-1](https://asc.understandingaccounting.org/asc/842/40/#842-40-50-1)

Pending content: no

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If a seller-lessee or a buyer-lessor enters into a sale and leaseback transaction that is accounted for in accordance with paragraphs [842-40-25-4](https://asc.understandingaccounting.org/asc/842/40/#842-40-25-4) and

[842-40-30-1 through 30-3](https://asc.understandingaccounting.org/asc/842/40/#842-40-30-1)

, it shall provide the disclosures required in paragraphs

[842-20-50-1 through 50-10](https://asc.understandingaccounting.org/asc/842/20/#842-20-50-1)

for a seller-lessee or paragraphs

[842-30-50-1 through 50-13](https://asc.understandingaccounting.org/asc/842/30/#842-30-50-1)

for a buyer-lessor.

##### [842-40-50-2](https://asc.understandingaccounting.org/asc/842/40/#842-40-50-2)

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In addition to the disclosures required by paragraphs

[842-20-50-1 through 50-10](https://asc.understandingaccounting.org/asc/842/20/#842-20-50-1)

, a seller-lessee that enters into a sale and leaseback transaction shall disclose both of the following:

1.  a
    
    The main terms and conditions of that transaction
    
2.  b
    
    Any gains or losses arising from the transaction separately from gains or losses on disposal of other assets.

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## ASC 842-40-55: 55 Implementation Guidance and Illustrations

[Read section](https://asc.understandingaccounting.org/asc/842/40/#55-implementation-guidance-and-illustrations)

SEC content: no

#### Implementation Guidance

##### [842-40-55-1](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-1)

Pending content: no

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A [lessee](https://asc.understandingaccounting.org/glossary/l/#lessee "An entity that enters into a contract to obtain the right to use an underlying asset for a period of time in exchange for consideration.") may obtain legal title to the [underlying asset](https://asc.understandingaccounting.org/glossary/u/#underlying-asset "An asset that is the subject of a lease for which a right to use that asset has been conveyed to a lessee. The underlying asset could be a physically distinct portion of a single asset.") before that legal title is transferred to the [lessor](https://asc.understandingaccounting.org/glossary/l/#lessor "An entity that enters into a contract to provide the right to use an underlying asset for a period of time in exchange for consideration.") and the asset is leased to the lessee. If the lessee controls the underlying asset (that is, it can direct its use and obtain substantially all of its remaining benefits) before the asset is transferred to the lessor, the transaction is a sale and leaseback transaction that is accounted for in accordance with this Subtopic.

##### [842-40-55-2](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-2)

Pending content: no

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If the lessee obtains legal title, but does not obtain control of the underlying asset before the asset is transferred to the lessor, the transaction is not a sale and leaseback transaction. For example, this may be the case if a manufacturer, a lessor, and a lessee negotiate a transaction for the purchase of an asset from the manufacturer by the lessor, which in turn is leased to the lessee. For tax or other reasons, the lessee might obtain legal title to the underlying asset momentarily before legal title transfers to the lessor. In this case, if the lessee obtains legal title to the asset but does not control the asset before it is transferred to the lessor, the transaction is accounted for as a purchase of the asset by the lessor and a [lease](https://asc.understandingaccounting.org/glossary/l/#lease "A contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration.") between the lessor and the lessee.

##### [842-40-55-3](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-3)

Pending content: no

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An entity may negotiate a [lease](https://asc.understandingaccounting.org/glossary/l/#lease "A contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration.") before the [underlying asset](https://asc.understandingaccounting.org/glossary/u/#underlying-asset "An asset that is the subject of a lease for which a right to use that asset has been conveyed to a lessee. The underlying asset could be a physically distinct portion of a single asset.") is available for use by the [lessee](https://asc.understandingaccounting.org/glossary/l/#lessee "An entity that enters into a contract to obtain the right to use an underlying asset for a period of time in exchange for consideration."). For some leases, the underlying asset may need to be constructed or redesigned for use by the lessee. Depending on the terms and conditions of the [contract](https://asc.understandingaccounting.org/glossary/c/#contract "An agreement between two or more parties that creates enforceable rights and obligations."), a lessee may be required to make payments relating to the construction or design of the asset.

##### [842-40-55-4](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-4)

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If a lessee incurs costs relating to the construction or design of an underlying asset before the [commencement date](https://asc.understandingaccounting.org/glossary/c/#commencement-date-of-the-lease-commencement-date "The date on which a lessor makes an underlying asset available for use by a lessee. See paragraphs 842-10-55-19842-10-55-20842-10-55-21 for implementation guidance on the commencement date."), the lessee should account for those costs in accordance with other Topics, for example, Topic 330 on inventory or Topic 360 on property, plant, and equipment. Costs relating to the construction or design of an underlying asset do not include payments made by the lessee for the right to use the underlying asset. Payments for the right to use the underlying asset are [lease payments](https://asc.understandingaccounting.org/glossary/l/#lease-payments "See paragraph 842-10-30-5 for what constitutes lease payments from the perspective of a lessee and a lessor."), regardless of the timing of those payments or the form of those payments (for example, a lessee might contribute construction materials for the asset under construction).

##### [842-40-55-5](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-5)

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If the lessee controls the underlying asset being constructed before the commencement date, the transaction is accounted for in accordance with this Subtopic. Any one (or more) of the following would demonstrate that the lessee controls an underlying asset that is under construction before the commencement date:

1.  a
    
    The lessee has the right to obtain the partially constructed underlying asset at any point during the construction period (for example, by making a payment to the [lessor](https://asc.understandingaccounting.org/glossary/l/#lessor "An entity that enters into a contract to provide the right to use an underlying asset for a period of time in exchange for consideration.")).
    
2.  b
    
    The lessor has an enforceable right to payment for its performance to date, and the asset does not have an alternative use (see paragraph [842-10-55-7](https://asc.understandingaccounting.org/asc/842/10/#842-10-55-7)) to the owner-lessor. In evaluating whether the asset has an alternative use to the owner-lessor, an entity should consider the characteristics of the asset that will ultimately be leased.
    
3.  c
    
    The lessee legally owns either:
    
    1.  1
        
        Both the land and the property improvements (for example, a building) that are under construction
        
    2.  2
        
        The non-real-estate asset (for example, a ship or an airplane) that is under construction.
        
4.  d
    
    The lessee controls the land that property improvements will be constructed upon (this includes where the lessee enters into a transaction to transfer the land to the lessor, but the transfer does not qualify as a sale in accordance with paragraphs
    
    [842-40-25-1 through 25-3](https://asc.understandingaccounting.org/asc/842/40/#842-40-25-1)
    
    ) and does not enter into a lease of the land before the beginning of construction that, together with renewal options, permits the lessor or another unrelated third party to lease the land for substantially all of the economic life of the property improvements.
    
5.  e
    
    The lessee is leasing the land that property improvements will be constructed upon, the term of which, together with lessee renewal options, is for substantially all of the economic life of the property improvements, and does not enter into a [sublease](https://asc.understandingaccounting.org/glossary/s/#sublease "A transaction in which an underlying asset is re-leased by the lessee (or intermediate lessor) to a third party (the sublessee) and the original (or head) lease between the lessor and the lessee remains in effect.") of the land before the beginning of construction that, together with renewal options, permits the lessor or another unrelated third party to sublease the land for substantially all of the economic life of the property improvements.
    

The list of circumstances above in which a lessee controls an underlying asset that is under construction before the commencement date is not all inclusive. There may be other circumstances that individually or in combination demonstrate that a lessee controls an underlying asset that is under construction before the commencement date.

##### [842-40-55-6](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-6)

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See Example 3 (paragraphs

[842-40-55-39 through 55-44](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-39)

) for an illustration of the scope of this Subtopic.

##### [842-40-55-7](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-7)

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A provision that requires [lessee](https://asc.understandingaccounting.org/glossary/l/#lessee "An entity that enters into a contract to obtain the right to use an underlying asset for a period of time in exchange for consideration.") indemnifications for preexisting environmental contamination does not, on its own, mean that the lessee controlled the [underlying asset](https://asc.understandingaccounting.org/glossary/u/#underlying-asset "An asset that is the subject of a lease for which a right to use that asset has been conveyed to a lessee. The underlying asset could be a physically distinct portion of a single asset.") before the [lease](https://asc.understandingaccounting.org/glossary/l/#lease "A contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration.") commenced regardless of the likelihood of loss resulting from the indemnity. Consequently, the presence of such a provision does not mean the transaction is in the scope of this Subtopic.

##### [842-40-55-8](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-8)

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An entity owns an interest in an [underlying asset](https://asc.understandingaccounting.org/glossary/u/#underlying-asset "An asset that is the subject of a lease for which a right to use that asset has been conveyed to a lessee. The underlying asset could be a physically distinct portion of a single asset.") and also is a [lessee](https://asc.understandingaccounting.org/glossary/l/#lessee "An entity that enters into a contract to obtain the right to use an underlying asset for a period of time in exchange for consideration.") under an [operating lease](https://asc.understandingaccounting.org/glossary/o/#operating-lease "From the perspective of a lessee, any lease other than a finance lease. From the perspective of a lessor, any lease other than a sales-type lease or a direct financing lease.") for all or a portion of the underlying asset. Acquisition of an ownership interest in the underlying asset and consummation of the [lease](https://asc.understandingaccounting.org/glossary/l/#lease "A contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration.") occurred at or near the same time. This owner-lessee relationship can occur, for example, when the entity has an investment in a partnership that owns the underlying asset (or a larger asset of which the underlying asset is a distinct portion). The entity subsequently sells its interest or the partnership sells the underlying asset to an independent third party, and the entity continues to lease the underlying asset under the preexisting operating lease.

##### [842-40-55-9](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-9)

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A transaction should be subject to the guidance in this Subtopic if the scope or price of the preexisting lease is modified in connection with the sale. If the scope or the price of the preexisting lease is not modified in conjunction with the sale, the sale should be accounted for in accordance with other Topics.

##### [842-40-55-10](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-10)

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A lease between parties under common control should not be considered a preexisting lease. Accordingly, the guidance in this Subtopic should be applied to transactions that include nonfinancial assets within its scope, except if Topic 980 on regulated operations applies. That is, if one of the parties under common control is a regulated entity with a lease that has been approved by the appropriate regulatory agency, that lease should be considered a preexisting lease.

##### [842-40-55-11](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-11)

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A U.S. entity purchases an asset and enters into a [contract](https://asc.understandingaccounting.org/glossary/c/#contract "An agreement between two or more parties that creates enforceable rights and obligations.") with a foreign investor that provides that foreign investor with an ownership right in, but not necessarily title to, the asset. That ownership right enables the foreign investor to claim certain benefits of ownership of the asset for tax purposes in the foreign tax jurisdiction.

##### [842-40-55-12](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-12)

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The U.S. entity also enters into a contract in the form of a leaseback for the ownership right with the foreign investor. The contract contains a purchase option for the U.S. entity to acquire the foreign investor's ownership right in the asset at the end of the [lease term](https://asc.understandingaccounting.org/glossary/l/#lease-term "The noncancellable period for which a lessee has the right to use an underlying asset, together with all of the following: Periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option Periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option Periods covered by an option to extend (or not to terminate) the lease in which exercise of the option is controlled by the lessor.").

##### [842-40-55-13](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-13)

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The foreign investor pays the U.S. entity an amount of cash on the basis of an appraised value of the asset. The U.S. entity immediately transfers a portion of that cash to a third party, and that third party assumes the U.S. entity's obligation to make the future [lease payments](https://asc.understandingaccounting.org/glossary/l/#lease-payments "See paragraph 842-10-30-5 for what constitutes lease payments from the perspective of a lessee and a lessor."), including the purchase option payment. The cash retained by the U.S. entity is consideration for the tax benefits to be obtained by the foreign investor in the foreign tax jurisdiction. The U.S. entity may agree to indemnify the foreign investor against certain future events that would reduce the availability of tax benefits to the foreign investor. The U.S. entity also may agree to indemnify the third-party trustee against certain future events.

##### [842-40-55-14](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-14)

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The result of the transaction is that both the U.S. entity and the foreign investor have a tax basis in the same depreciable asset.

##### [842-40-55-15](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-15)

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An entity should determine whether the transfer of the ownership right is a sale based on the guidance in paragraphs

[842-40-25-1 through 25-3](https://asc.understandingaccounting.org/asc/842/40/#842-40-25-1)

. Consistent with paragraphs

[842-40-25-2 through 25-3](https://asc.understandingaccounting.org/asc/842/40/#842-40-25-2)

, if the leaseback for the ownership right is a [finance lease](https://asc.understandingaccounting.org/glossary/f/#finance-lease "From the perspective of a lessee, a lease that meets one or more of the criteria in paragraph 842-10-25-2.") or if the U.S. entity has an option to repurchase the ownership right at any exercise price other than the [fair value](https://asc.understandingaccounting.org/glossary/f/#fair-value "The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.") of that right on the exercise date, there is no sale. If the transfer of the ownership right is not a sale, consistent with the guidance in paragraph [842-40-25-5](https://asc.understandingaccounting.org/asc/842/40/#842-40-25-5), the entity should account for the cash received from the foreign investor as a financial liability in accordance with other Topics.

##### [842-40-55-16](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-16)

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If the transfer of the ownership right is a sale, income recognition for the cash received should be determined on the basis of individual facts and circumstances. Immediate income recognition is not appropriate if there is more than a remote possibility of loss of the cash consideration received because of indemnification or other contingencies.

##### [842-40-55-17](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-17)

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The total consideration received by the U.S. entity is compensation for both the tax benefits and the indemnification of the foreign investor or other third-party trustee. The recognition of a liability for the indemnification agreement at inception in accordance with the guidance in Topic 460 on guarantees would reduce the amount of income related to the tax benefits that the seller-lessee would recognize immediately when the possibility of loss is remote.

##### [842-40-55-18](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-18)

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An entity enters into a sale and leaseback of an asset that meets either of the following criteria:

1.  a
    
    The asset is subject to an [operating lease](https://asc.understandingaccounting.org/glossary/o/#operating-lease "From the perspective of a lessee, any lease other than a finance lease. From the perspective of a lessor, any lease other than a sales-type lease or a direct financing lease.").
    
2.  b
    
    The asset is subleased or intended to be subleased by the seller-lessee to another party under an operating lease.

##### [842-40-55-19](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-19)

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A sale-leaseback-sublease transaction is within the scope of this Subtopic. The existence of the [sublease](https://asc.understandingaccounting.org/glossary/s/#sublease "A transaction in which an underlying asset is re-leased by the lessee (or intermediate lessor) to a third party (the sublessee) and the original (or head) lease between the lessor and the lessee remains in effect.") (that is, the operating lease in paragraph [842-40-55-18(a) or (b)](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-18)) does not, in isolation, prevent the buyer-lessor from obtaining control of the asset in accordance with paragraphs

[842-40-25-1 through 25-3](https://asc.understandingaccounting.org/asc/842/40/#842-40-25-1)

, nor does it prevent the seller-lessee from controlling the asset before its transfer to the buyer-lessor (that is, the seller-lessee is subject to the same requirements for determining whether the transfer of the asset is a sale as it would be without the sublease). All facts and circumstances should be considered in determining whether the buyer-lessor obtains control of the [underlying asset](https://asc.understandingaccounting.org/glossary/u/#underlying-asset "An asset that is the subject of a lease for which a right to use that asset has been conveyed to a lessee. The underlying asset could be a physically distinct portion of a single asset.") from the seller-lessee in a sale-leaseback-sublease transaction.

##### [842-40-55-20](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-20)

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The seller-lessee may guarantee to the [lessor](https://asc.understandingaccounting.org/glossary/l/#lessor "An entity that enters into a contract to provide the right to use an underlying asset for a period of time in exchange for consideration.") that the residual value will be a stipulated amount at the end of the [lease term](https://asc.understandingaccounting.org/glossary/l/#lease-term "The noncancellable period for which a lessee has the right to use an underlying asset, together with all of the following: Periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option Periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option Periods covered by an option to extend (or not to terminate) the lease in which exercise of the option is controlled by the lessor."). If the transfer of the asset is a sale in accordance with paragraphs

[842-40-25-1 through 25-3](https://asc.understandingaccounting.org/asc/842/40/#842-40-25-1)

, the seller-lessee [residual value guarantee](https://asc.understandingaccounting.org/glossary/r/#residual-value-guarantee "A guarantee made to a lessor that the value of an underlying asset returned to the lessor at the end of a lease will be at least a specified amount.") should be accounted for in the same manner as any other residual value guarantee provided by a [lessee](https://asc.understandingaccounting.org/glossary/l/#lessee "An entity that enters into a contract to obtain the right to use an underlying asset for a period of time in exchange for consideration.").

##### [842-40-55-21](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-21)

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The residual value guarantee does not, on its own, preclude accounting for the transaction as a sale and leaseback, but should be considered in evaluating whether control of the asset has transferred to the buyer-lessor in accordance with paragraph [606-10-25-30](https://asc.understandingaccounting.org/asc/606/10/#606-10-25-30). For example, a significant residual value guarantee by the seller-lessee may affect an entity's consideration of the transfer of control indicator in paragraph [606-10-25-30(d)](https://asc.understandingaccounting.org/asc/606/10/#606-10-25-30).

#### Illustrations

##### [842-40-55-22](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-22)

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Examples 1 and 2 illustrate the accounting for sale and leaseback transactions.

##### [842-40-55-23](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-23)

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An entity (Seller) sells a piece of land to an unrelated entity (Buyer) for cash of $2 million. Immediately before the transaction, the land has a carrying amount of $1 million. At the same time, Seller enters into a contract with Buyer for the right to use the land for 10 years (the leaseback), with annual payments of $120,000 payable in arrears. This Example ignores any initial direct costs associated with the transaction. The terms and conditions of the transaction are such that Buyer obtains substantially all the remaining benefits of the land on the basis of the combination of the cash flows it will receive from Seller during the leaseback and the benefits that will be derived from the land at the end of the lease term. In determining that a sale occurs at commencement of the leaseback, Seller considers that, at that date, all of the following apply:

1.  a
    
    Seller has a present right to payment of the sales price of $2 million.
    
2.  b
    
    Buyer obtains legal title to the land.
    
3.  c
    
    Buyer has the significant risks and rewards of ownership of the land because, for example, Buyer has the ability to sell the land if the property value increases and also must absorb any losses, realized or unrealized, if the property value declines.

##### [842-40-55-24](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-24)

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The observable fair value of the land at the date of sale is $1.4 million. Because the fair value of the land is observable, both Seller and Buyer utilize that benchmark in evaluating whether the sale is at market term. Because the sale is not at fair value (that is, the sales price is significantly in excess of the fair value of the land), both Seller and Buyer adjust for the off-market terms in accounting for the transaction. Seller recognizes a gain of $400,000 ($1.4 million - $1 million) on the sale of the land. The amount of the excess sale price of $600,000 ($2 million - $1.4 million) is recognized as additional financing from Buyer to Seller (that is, Seller is receiving the additional benefit of financing from Buyer). Seller's incremental borrowing rate is 6 percent. The leaseback is classified as an operating lease.

##### [842-40-55-25](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-25)

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At the commencement date, Seller derecognizes the land with a carrying amount of $1 million. Seller recognizes the cash received of $2 million, a financial liability for the additional financing obtained from Buyer of $600,000, and a gain on sale of the land of $400,000. Seller also recognizes a lease liability for the leaseback at the present value of the portion of the 10 contractual leaseback payments attributable to the lease of $38,479 ($120,000 contractual lease payment - $81,521 of that lease payment that is attributable to the additional Buyer financing), discounted at the rate of 6 percent, which is $283,210, and a corresponding right-of-use asset of $283,210. The amount of $81,521 is the amount of each $120,000 annual payment that must be attributed to repayment of the principal of the financial liability for that financial liability to reduce to zero by the end of the lease term.

##### [842-40-55-26](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-26)

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After initial recognition and measurement, at each period of the lease term, Seller will do both of the following:

1.  a
    
    Decrease the financing obligation for the amount of each lease payment allocated to that obligation (that is, $81,521) and increase the carrying amount of the obligation for interest accrued using Seller's incremental borrowing rate of 6 percent. For example, at the end of Year 1, the balance of the financial obligation is $554,479 ($600,000 - $81,521 + $36,000).
    
2.  b
    
    Recognize the interest expense on the financing obligation (for example, $36,000 in Year 1) and $38,479 in operating lease expense.

##### [842-40-55-27](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-27)

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At the end of the lease term, the financing obligation and the lease liability equal $0.

##### [842-40-55-28](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-28)

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Also, at the commencement date, Buyer recognizes the land at a cost of $1.4 million and a financial asset for the additional financing provided to Seller of $600,000. Because the lease is an operating lease, at the date of sale Buyer does not do any accounting for the lease.

##### [842-40-55-29](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-29)

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In accounting for the additional financing to Seller, Buyer uses 6 percent as the applicable discount rate, which it determined in accordance with paragraphs

[835-30-25-12 through 25-13](https://asc.understandingaccounting.org/asc/835/30/#835-30-25-12)

. Therefore, Buyer will allocate $81,521 of each lease payment to Buyer's financial asset and allocate the remaining $38,479 to lease income. After initial recognition and measurement at each period of the lease term, Buyer will do both of the following:

1.  a
    
    Decrease the financial asset for the amount of each lease payment received that is allocated to that obligation (that is, $81,521) and increase the carrying amount of the obligation for interest accrued on the financial asset using Seller's incremental borrowing rate of 6 percent. Consistent with Seller's accounting, at the end of Year 1, the carrying amount of the financial asset is $554,479 ($600,000 - $81,521 + $36,000).
    
2.  b
    
    Recognize the interest income on the financing obligation (for example, $33,269 in Year 2) and $38,479 in operating lease income.

##### [842-40-55-30](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-30)

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At the end of the lease term, the carrying amount of the financial asset is $0, and Buyer continues to recognize the land.

##### [842-40-55-31](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-31)

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An entity (Seller) sells an asset to an unrelated entity (Buyer) for cash of $2 million. Immediately before the transaction, the asset has a carrying amount of $1.8 million and has a remaining useful life of 21 years. At the same time, Seller enters into a contract with Buyer for the right to use the asset for 8 years with annual payments of $200,000 payable at the end of each year and no renewal options. Seller's incremental borrowing rate at the date of the transaction is 4 percent. The contract includes an option to repurchase the asset at the end of Year 5 for $800,000.

##### [842-40-55-32](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-32)

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The exercise price of the repurchase option is fixed and, therefore, is not the fair value of the asset on the exercise date of the option. Consequently, the repurchase option precludes accounting for the transfer of the asset as a sale. Absent the repurchase option, there are no other factors that would preclude accounting for the transfer of the asset as a sale.

##### [842-40-55-33](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-33)

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Therefore, at the commencement date, Seller accounts for the proceeds of $2 million as a financial liability and continues to account for the asset. Buyer accounts for the payment of $2 million as a financial asset and does not recognize the transferred asset. Seller accounts for its financing obligation, and Buyer accounts for its financial asset in accordance with other Topics, except that, in accordance with paragraph [842-40-30-6](https://asc.understandingaccounting.org/asc/842/40/#842-40-30-6), Seller imputes an interest rate (4.23 percent) to ensure that interest on the financial liability is not greater than the payments on the financial liability over the shorter of the lease term and the term of the financing and that the carrying amount of the asset will not exceed the financial liability at the point in time the repurchase option expires (that is, at the point in time Buyer will obtain control of the asset in accordance with the guidance on satisfying performance obligations in Topic 606). Paragraph [842-40-30-6](https://asc.understandingaccounting.org/asc/842/40/#842-40-30-6) does not apply to the buyer-lessor; therefore, Buyer recognizes interest income on its financial asset on the basis of the imputed interest rate determined in accordance with paragraphs

[835-30-25-12 through 25-13](https://asc.understandingaccounting.org/asc/835/30/#835-30-25-12)

, which in this case Buyer determines to be 4 percent.

##### [842-40-55-34](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-34)

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During Year 1, Seller recognizes interest expense of $84,600 (4.23% × $2 million) and recognizes the payment of $200,000 as a reduction of the financial liability. Seller also recognizes depreciation expense of $85,714 ($1.8 million ÷ 21 years). Buyer recognizes interest income of $80,000 (4% × $2 million) and recognizes the payment of $200,000 as a reduction of its financial asset.

##### [842-40-55-35](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-35)

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At the end of Year 1, the carrying amount of Seller's financial liability is $1,884,600 ($2 million + $84,600 - $200,000), and the carrying amount of the underlying asset is $1,714,286 ($1.8 million - $85,714). The carrying amount of Buyer's financial asset is $1,880,000 ($2 million + $80,000 - $200,000).

##### [842-40-55-36](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-36)

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At the end of Year 5, the option to repurchase the asset expires, unexercised by Seller. The repurchase option was the only feature of the arrangement that precluded accounting for the transfer of the asset as a sale. Therefore, upon expiration of the repurchase option, Seller recognizes the sale of the asset by derecognizing the carrying amount of the financial liability of $1,372,077, derecognizing the carrying amount of the underlying asset of $1,371,429, and recognizing a gain of $648. Buyer recognizes the purchase of the asset by derecognizing the carrying amount of its financial asset of $1,350,041 and recognizes the transferred asset at that same amount. The date of sale also is the commencement date of the leaseback for accounting purposes. The lease term is 3 years (8 year contractual leaseback term - 5 years already passed at the commencement date). Therefore, Seller recognizes a lease liability at the present value of the 3 remaining contractual leaseback payments of $200,000, discounted at Seller's incremental borrowing rate at the contractually stated commencement date of 4 percent, which is $555,018, and a corresponding right-of-use asset of $555,018. Seller uses the incremental borrowing rate as of the contractual commencement date because that rate more closely reflects the interest rate that would have been considered by Buyer in pricing the lease.

##### [842-40-55-37](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-37)

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The lease is classified as an operating lease by both Seller and Buyer. Consequently, in Year 6 and each year thereafter, Seller recognizes a single lease cost of $200,000, while Buyer recognizes lease income of $200,000 and depreciation expense of $84,378 on the underlying asset ($1,350,041 ÷ 16 years remaining useful life).

##### [842-40-55-38](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-38)

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At the end of Year 6 and at each reporting date thereafter, Seller calculates the lease liability at the present value of the remaining lease payments of $200,000, discounted at Seller's incremental borrowing rate of 4 percent. Because Seller does not incur any initial direct costs and there are no prepaid or accrued lease payments, Seller measures the right-of-use asset at an amount equal to the lease liability at each reporting date for the remainder of the lease term.

##### [842-40-55-39](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-39)

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Example 3 illustrates the guidance on determining whether a lessee controls an underlying asset that is under construction before the commencement date.

##### [842-40-55-40](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-40)

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Lessee and Lessor enter into a contract whereby Lessor will construct (whether itself or using subcontractors) a building to Lessee's specifications and lease that building to Lessee for a period of 20 years once construction is completed for an annual lease payment of $1,000,000, increasing by 5 percent per year, plus a percentage of any overruns above the budgeted cost to construct the building. The building is expected to have an economic life of 50 years once it is constructed. Lessee does not legally own the building and does not have a right under the contract to obtain the building while it is under construction (for example, a right to purchase the construction in process from Lessor). In addition, while the building is being developed to Lessee's specifications, those specifications are not so specialized that the asset does not have an alternative use to Lessor.

##### [842-40-55-41](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-41)

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Assume Lessee controls (that is, Lessee is the owner for accounting purposes) the land upon which the building will be constructed and, as part of the contract, Lessee agrees to lease the underlying land to Lessor for an initial period of 25 years. Lessor also is granted a series of six 5-year renewal options for the land lease.

##### [842-40-55-42](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-42)

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None of the circumstances in paragraph [842-40-55-5](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-5) exist. Even though Lessee owns the land (whether legally or for accounting purposes only) upon which the building will be constructed, Lessor legally owns the property improvements and has rights to use the underlying land for at least substantially all of the economic life of the building. Lessee does not own the building and does not have a right under the contract to obtain the building (for example, a right to purchase the building from Lessor). In addition, the building has an alternative use to Lessor. Therefore, Lessee does not control the building under construction. Consequently, the arrangement is not within the scope of this Subtopic. Lessee and Lessor will account for the lease of the building in accordance with Subtopics 842-20 and 842-30, respectively. If Lessee incurs costs related to the construction or design of the building (for example, architectural services in developing the specifications of the building), it will account for those costs as lease payments unless the costs are for goods or services provided to Lessee, in which case Lessee will account for those costs in accordance with other Topics.

##### [842-40-55-43](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-43)

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Assume Lessee leases, rather than owns, the land upon which the building will be constructed. Lessee has a 20-year lease of the underlying land and five 10-year renewal options. Therefore, Lessee's lease of the underlying land, together with the renewal options, is for at least substantially all of the economic life of the building under construction. Lessee enters into a sublease with Lessor for the right to use the underlying land for 20 years that commences upon completion of the building. The sublease has a single 10-year renewal option available to Lessor.

##### [842-40-55-44](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-44)

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Lessee controls the building during the construction period and, therefore, the arrangement is within the scope of this Subtopic. Lessee and Lessor will apply the guidance in this Subtopic to determine whether this arrangement qualifies as a sale and a leaseback or whether this arrangement is, instead, a financing arrangement. Lessee controls the building during the construction period because, in accordance with paragraph [842-40-55-5(e)](https://asc.understandingaccounting.org/asc/842/40/#842-40-55-5), Lessee controls the use of the land upon which the building will be constructed for a period that is at least substantially all of the economic life of the building and the sublease entered into with Lessor does not both (a) grant Lessor the right to use the land before the beginning of construction and (b) permit Lessor to use the land for substantially all the economic life of the building (that is, the sublease, including Lessor renewal options, only is for 30 years as compared with the 50-year economic life of the building).
