2.4 Distinguishing Liabilities From Equity
The models for distinguishing liabilities from equity differ between
IFRS Accounting Standards and U.S. GAAP. IFRS Accounting Standards focus on the
substance of the contractual terms of a financial instrument rather than on its legal
form. Under IFRS Accounting Standards, a financial instrument or its component parts
should be classified upon initial recognition as a financial liability or an equity
instrument according to (1) the substance of the contractual arrangement and (2) the
definitions of a financial asset, a financial liability, and an equity instrument. If a
financial instrument contains both a liability and an equity component, those components
should be classified and accounted for separately (split accounting). However, aside
from certain exceptions, an entity cannot apply split accounting under U.S. GAAP. The
table below summarizes the key differences when an entity is distinguishing liabilities
from equity under IFRS Accounting Standards and U.S. GAAP.
Topic
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IFRS Accounting Standards (IAS 32)
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U.S. GAAP (ASC 480-10, ASC 470-20, ASC
815-40)
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Redeemable equity securities (e.g., puttable
shares) and noncontrolling interests
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Financial instruments in the form of shares that
embody an obligation to transfer assets are classified as
liabilities irrespective of whether the obligation is
unconditional or conditional, with certain exceptions.
The concept of mezzanine or temporary equity classification does
not exist under IFRS Accounting Standards.
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Financial instruments in the form of shares that
embody an obligation to transfer assets are classified as
liabilities only if the obligation is unconditional and the
transfer of assets is therefore certain to occur. SEC
registrants present equity-classified instruments that embody a
conditional obligation to transfer assets as temporary equity.
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Convertible debt — separation of an equity
component
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An issuer is required to separate convertible
debt into liability and equity components unless the equity
conversion feature must be bifurcated as a derivative liability.
The liability and equity components are separated on the basis
of the fair value of the liability component.
|
An issuer is required to present convertible
debt as a liability in its entirety unless special accounting
guidance applies. If the equity conversion feature does not have
to be bifurcated as a derivative liability under ASC 815-15,
recognition of an equity component may be required in accordance
with special accounting models for convertible debt that (1) was
issued at a substantial premium to par, (2) was modified or
exchanged if extinguishment accounting did not apply and the
fair value of the conversion feature increased, or (3) has a
bifurcated conversion option derivative that was reclassified to
equity. Different separation methods are used depending on the
applicable accounting model.
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Convertible debt issued at a substantial premium
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There is no special accounting guidance on convertible debt
issued at a substantial premium. An issuer is required to
separate convertible debt into liability and equity components
unless the equity conversion feature must be bifurcated as an
embedded derivative.
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There is a rebuttable presumption that the premium associated
with convertible debt issued at a substantial premium to par
should be presented as equity unless the equity conversion
feature is bifurcated as an embedded derivative.
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Conversions in accordance with original terms
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No gain or loss is recognized upon the
conversion of debt into the debtor’s equity shares in accordance
with the original terms of a conversion feature. The conversion
of debt into cash or other assets is accounted for as an
extinguishment.
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No gain or loss is recognized upon the
conversion of debt into cash, other assets, or the debtor’s
equity shares in accordance with the original terms of a
conversion feature unless both (1) the conversion occurred upon
the debtor’s exercise of a call option and (2) the conversion
option was not substantive at inception.
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Extinguishments of convertible debt
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When convertible debt is extinguished, the
debtor allocates the consideration paid between the liability
and equity components on the basis of the fair value of the
liability component.
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When convertible debt is extinguished, a debt
extinguishment gain or loss is generally recognized on the basis
of the difference between the debt’s net carrying amount and the
consideration paid.
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Obligations to repurchase shares
|
Contracts that embody an obligation to repurchase the issuer’s
equity shares by transferring assets are accounted for at the
present value of the redemption amount if the issuer could be
required to physically settle the contract by transferring
assets in exchange for shares (e.g., a forward purchase or
written put option contract that gives the counterparty the
right to require either physical or net settlement).
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Physically settled forward-purchase contracts
that embody an obligation to repurchase a fixed number of the
issuer’s equity shares for cash are accounted for at either the
present value of the redemption amount or the settlement value.
Other physically settled contracts that embody an obligation to
repurchase the issuer’s equity shares by transferring assets
(e.g., a physically settled written put option or a forward
purchase contract that provides the counterparty with a right to
require either physical or net settlement) are accounted for at
fair value.
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Treasury stock — repurchase of shares
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As stated in paragraph 33A of IAS 32, if an entity issues “groups
of insurance contracts with direct participation features” and
the entity holds the underlying items, the “entity may elect not
to deduct from equity a treasury share that is included in such
a fund or is an underlying item when, and only when, an entity
reacquires its own equity instrument for such purposes. Instead,
the entity may elect to continue to account for that treasury
share as equity and to account for the reacquired instrument as
if the instrument were a financial asset and measure it at fair
value through profit or loss.”
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The repurchase of shares should be recorded as a reduction of
equity. Treasury stock is recorded at the amount paid to
repurchase the shares.
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Obligations to issue a variable number of equity shares
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Contracts that will be settled in a variable number of shares are
accounted for as assets or liabilities.
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ASC 480-10-25-14 states that a “financial
instrument that embodies an unconditional obligation, or a
financial instrument other than an outstanding share that
embodies a conditional obligation, that the issuer must or may
settle by issuing a variable number of its equity shares shall
be classified as a liability (or an asset in some circumstances)
if, at inception, the monetary value of the obligation is based
solely or predominantly on [a] fixed monetary amount,”
“[v]ariations in something other than the fair value of the
issuer’s equity shares,” or “[v]ariations inversely related to
changes in the fair value of the issuer’s equity shares.”
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