8.2 Indexation Guidance
8.2.1 Exercise Contingencies
Under U.S. GAAP, exercise contingencies preclude equity classification if they
are based on an observable market other than the market for the issuer’s stock
or an observable index other than one calculated or measured solely by reference
to the issuer’s own operations (see Section 4.2). IFRS Accounting Standards do not
contain requirements for exercise contingencies like those in ASC 815-40-15.
Therefore, exercise contingencies that would have precluded a contract from
being classified as equity under U.S. GAAP (e.g., an option contract that can be
exercised only if the S&P 500 reaches a certain level) would not disqualify
a contract from equity classification under IFRS Accounting Standards.
8.2.2 Fixed-for-Fixed Requirement
Under paragraph 22 of IAS 32, “a contract that will be settled by the entity
(receiving or) delivering a fixed number of its
own equity instruments in exchange for a fixed
amount of cash or another financial asset is an
equity instrument” unless the equity instruments
to be received or delivered are equity-classified
puttable instruments. Accordingly, a contract must
provide for the exchange of a fixed number of
equity instruments for a fixed monetary amount of
cash or other assets to qualify as equity under
IFRS Accounting Standards. This guidance is
comparable to the requirement under ASC 815-40-15
that to qualify as equity, a contract on an
entity’s own equity must be a fixed-for-fixed
forward or option on equity shares, or the only
variables that could adjust the settlement amount
must be inputs to a fixed-for-fixed forward or
option (see Section 4.3).
However, unlike ASC 815-40, IAS 32 does not
provide detailed guidance on determining whether a
contract should be considered fixed for fixed when
it contains adjustments to the settlement amount
(e.g., antidilution provisions). In practice,
certain adjustments are viewed as acceptable under
IAS 32 (e.g., when the purpose is to give the
counterparty the same protection from a dilutive
event as holders of the underlying shares
have).
8.2.3 Foreign Currency Provisions
To meet the fixed-for-fixed requirement under IAS 32, the monetary amount must
be specified in the issuing entity’s functional
currency; however, there is one exception.
Paragraph 11 of IAS 32 states that “rights,
options or warrants to acquire a fixed number of
the entity’s own equity instruments for a fixed
amount of any currency are equity instruments if
the entity offers the rights, options or warrants
pro rata to all of its existing owners of the same
class of its own non-derivative equity
instruments.”
Under U.S. GAAP, there is no such exception. An equity-linked financial instrument (or embedded feature) is not considered indexed to the entity’s own stock if the strike price is denominated in a currency other than the issuer’s functional currency (see Section 4.3.8).