this derivative contract as an equity instrument giving rise to a financial liability for the present value of the
purchase price amount payable in one year’s time (see 5.3 above). On the assumption that A accounts for this
liability under the effective interest method in IFRS 9, A records the following accounting entries.
€
€
1 February 2019
Cash
5,000
Equity
5,000
Receipt of option premium (equal to fair value of option) from B
€
€
Equity 95,000
Liability (net present value of €98,000 potentially payable
95,000
under option)
Recording of potential liability to settle option
31 December 2019
Interest (profit or loss)
2,750
Liability
2,750
To accrue interest, under the effective interest rate method, on the liability
31 January 2020
Interest expense (profit or loss)
250
Liability
250
To accrue further interest, under the effective interest rate method, on the liability
3586 Chapter 43
€
€
Liability
98,000
Cash
98,000
To record gross settlement of option by delivery of by B of 1,000 shares
in A in exchange for €98,000
If the option had lapsed unexercised, because the market price of A’s shares had risen above €98 as at
31 January 2020, the premium of €5,000 would remain in equity and the liability of €98,000 would be
reclassified to equity. The economic consequence is clearly that A has made a profit of €5,000 – the premium
that it received from B, for which it has ultimately had to give nothing in return. However the overall effect
of the treatment that would be required by IAS 32 can be summarised as follows:
Cash
5,000
Profit or loss (interest on potential liability to pay cash)
3,000
Equity (€98,000 carrying amount of liability transferred at date
of lapse less €90,000 debited on 1 February 2018)
8,000
To record a loss on a transaction that makes a profit might seem a distortion of economic reality; but in this
case is a consequence of applying the Conceptual Framework.
D Settlement
options
If there are different settlement options (such as net in cash, net in shares or by an exchange of cash and shares),
the option is a financial liability. A accounts for the forward contract as a derivative (as in A and B above), with
the accounting entry made on settlement determined by the manner of settlement (i.e. equity or cash). If one of
the settlement alternatives is to exchange cash for shares, A recognises a liability for the obligation to deliver
cash (as in C above). Otherwise, Entity A accounts for the put option as a derivative liability.
The implementation guidance to IAS 32 states that A should recognise a liability ‘if one of the settlement
alternatives is to exchange cash for shares’. [IAS 32.IE31]. As drafted, this applies whether the choice of
settlement rests with A or B. This seems curious since, where A has the choice of settlement, there would be
no obligation for A to settle gross. We assume that the example is written on the presumption that the choice
of settlement of an option would normally rest with the buyer rather than the writer of the option. Paragraph 23
in the main body of the standard is clear that an equity contract gives rise to a liability for the purchase price
of the shares only where there is an obligation for the entity to purchase its own equity (see 5.3 above).
Accordingly, in our view, where the choice of settlement rests only with the entity, it is acceptable to record
no liability, and to account for the contract as a derivative.
12 POSSIBLE
FUTURE
DEVELOPMENTS
A number of commentators have questioned whether the current criteria used to
distinguish equity from financial liabilities, both under IFRS and US GAAP, are entirely
satisfactory. In an agenda paper for the IASB board meeting in January 2007, the IASB staff
highlighted the following broad categories of implementation issue arising from IAS 32:
• Issues arising from specific rules in the standard
The specific provisions in IAS 32 were written with particular types of capital
instrument in mind. Where these rules are applied to instruments that differ from
those for which they were written, the result may be the classification of an item
as debt or equity that does not faithfully represent the underlying instrument.
• Counter-intuitive results
The classification of an instrument under IAS 32 can produce results that conflict
with the generally-held perception of how the instrument should be faithfully
Financial instruments: Financial liabilities and equity 3587
represented. An example is the treatment of certain puttable instruments, which
was the subject of the amendment to IAS 32 in February 2008 discussed at 4.6.2
and 4.6.3 above.
• Conflicts with the conceptual framework
Some provisions of IAS 32 conflict with the IASB’s own conceptual framework. For
example, IAS 32 requires some contracts over the entity’s own equity, which are to be
executed at a future date, to be accounted for as if they had been executed on inception
of the contract. This contrasts with the required treatment under IFRS of nearly all
other executory contracts, such as purchase orders and contracts of employment, for
which no liability is recorded, except to the extent that the contract is onerous.
The IASB staff noted that the first of these issues could potentially be resolved by a
more principles-based revision to the drafting of IAS 32, whilst the other two issues
raised more fundamental questions about the whole approach of the standard.34
The Memorandum of Understanding published by the IASB and the FASB in February
2006 set as one of its goals for 2008 ‘to have issued one or more due process documents
relating to a proposed standard’ on the distinction between liabilities and equity. The
IASB fulfilled that commitment by publishing a discussion paper in February 2008.
Following receipt of comments on the discussion paper, the IASB and the FASB (‘the
Boards’) began further deliberations and developed a draft exposure draft. In May 2010
this was distributed to a small group of external reviewers, who raised significant
challenges. The reviewers felt that the proposed approach lacked clear principles, and
could produce inconsistent results when applied to broadly similar instruments. In
particular, many reviewers felt that the ‘specified for specified’ criterion was unclear
and just as prone to interpretative difficulties as the ‘fixed for fixed’ criterion in IAS 32.
At a joint meeting in October 2010, the Boards suspended the project, acknowledging
that they did not have the time necessary to deliberate the key issues. In October 2014
the IASB decided to resume the Financial Instruments with Characteristics of Equity
Research Project (FICE), to investigate potential improvements to:
• the classification of liabilities and equity in IAS 32, including investigating pote
ntial
amendments to the definitions of liabilities and equity in the Conceptual
Framework; and
• the presentation and disclosure requirements for financial instruments with
characteristics of equity, irrespective of whether they are classified as liabilities
or equity.
A key issue is that certain financial instruments, which have a wide range of differing
characteristics, often cannot be easily classified as debt or equity as they often have
features of both. The IASB is looking to tackle this issue by modifying the approach in
IAS 32 by:
• clarifying what set of features is most useful in distinguishing between financial
liabilities and equity;
• using presentation to reflect similarities and differences not apparent from the
liability and equity classification; and
• using disclosures to bring out other similarities and differences.
3588 Chapter 43
A Discussion Paper (the FICE DP) was published in June 2018. In it, the IASB have put
forward a preferred approach which would classify a financial instrument as a financial
liability if it contains:
• an unavoidable contractual obligation to transfer cash or another financial asset at
a specified time other than at liquidation; and/or
• an unavoidable contractual obligation for an amount independent of the entity’s
available economic resources.
A simple bond would satisfy both criteria. An example of an instrument that would
satisfy just the first criterion would be a share that is redeemable at fair value, while an
example that would satisfy just the second would be a bond with an obligation to deliver
a variable number of the entity’s shares, to a value equal to a fixed amount of cash.
Cumulative preference shares or instruments with ‘dividend blocker’ arrangements
would be classified as financial liabilities rather than equity as now (see 4.5.3 above).
An instrument meeting neither of these criteria would be classified as equity.
Because the FICE DP proposes to classify more instruments as liabilities, it suggests that
the revaluation of such liabilities should be recorded in other comprehensive income if
they do not contain an unavoidable contractual obligation for an amount independent
of the entity’s available economic resources. This would include, for instance, shares
puttable at fair value.
The FICE DP proposes that total comprehensive income should be attributed between
the different classes of equity.
In addition the FICE DP proposes additional disclosures around:
• the priority of claims on liquidation;
• potential dilution of ordinary shares; and
• terms and conditions.
The views in the FICE DP are preliminary and subject to change. Comments to the FICE
DP were required by 7 January 2019 and the IASB will consider comments received
before deciding whether to develop an exposure draft.
References
1 IAS 32, Application Guidance, para. after main
8
SIC-5,
Classification of Financial Instruments –
heading.
Contingent Settlement Provisions, SIC, May
2 IAS 32, Illustrative Examples, para. after main
1998 (superseded December 2003).
heading.
9 SIC-5, para. 9.
3
IFRIC Update, September 2015.
10 Agenda item 12B, Information for Observers,
4
IFRIC Update, March 2016.
IASB meeting, January 2007, para. 39.
5
IFRIC Update, January 2010.
11 IAS 32, (pre-2003 version – issued March 1995
6
IFRIC Update, November 2015.
and revised December 1998 and October 2000),
7
IFRIC Update, May 2016.
para. 22.
Financial instruments: Financial liabilities and equity 3589
12 IFRIC Update, March 2006.
24 IASB staff draft of proposed exposure draft
13 IFRIC Update, March 2006.
International Financial Reporting Standard for
14 IFRIC Update, March 2006.
Small and Medium-Sized Entities (as made
15 IFRIC Update, March 2006.
available on the IASB’s website as at
16 Amendments to IAS 32 Financial Instruments:
September 2006) paras. 22.2-22.4.
Presentation and IAS 1 Presentation of Financial
25 IFRIC Update, July 2013.
Statements – Puttable Instruments and Obligations
26 IFRIC Update, May 2014 and January 2014.
Arising on Liquidation, IASB, February 2008,
27 IFRIC Update, July 2013.
paras. DO1-DO6.
28 IFRIC Update, January 2014.
17 IFRIC Update, March 2009.
29 IFRIC Update, July 2013.
18 DP/2018/1 para. 8.33-34.
30 IFRIC Update, January 2014.
19 IFRIC Update, November 2006.
31 DP/2018/1 para. 8.34.
20 IFRIC Update, April 2005.
32 IFRIC Update, July 2006.
21 IFRIC Update, November 2006.
33 IFRIC Update, September 2008.
22 IFRS for Small and Medium-Sized Entities,
34 Overview of IAS 32 (Agenda paper 12B),
IASB, July 2009, para. 21.2.
Information for Observers, IASB meeting,
23 IFRS for SMEs, Derivation Table.
January 2007, para. 48.
3590 Chapter 43
3591
Chapter 44
Financial instruments:
Classification
1 INTRODUCTION .......................................................................................... 3595
2 CLASSIFYING FINANCIAL ASSETS: AN OVERVIEW ................................... 3595
2.1
Debt instruments ................................................................................................. 3597
2.2
Equity instruments and derivatives ................................................................ 3598
3 CLASSIFYING FINANCIAL LIABILITIES ....................................................... 3599
4 FINANCIAL ASSETS AND FINANCIAL LIABILITIES HELD FOR
TRADING ..................................................................................................... 3600
5 FINANCIAL ASSETS: THE ‘BUSINESS MODEL’ ASSESSMENT .................... 3601
5.1
The level at which the business model assessment is applied ................. 3602
5.2
Hold to collect contractual cash flows .......................................................... 3603
5.2.1
Impact of sales on the assessment .................................................. 3603
5.2.2
Transferred financial assets that are not derecognised ............. 3606
5.3
Hold to collect contractual cash flows and selling financial assets ......... 3606
5.4 Other
business
models ...................................................................................... 3607
5.5
Consolidated and subsidiary accounts .......................................................... 3608
5.6
Applying the business model test in practice ............................................... 3608
6 CHARACTERISTICS OF THE CONTRACTUAL CASH FLOWS OF THE
INSTRUMENT .........
...................................................................................... 3613
6.1
The meaning of ‘principal’ ................................................................................ 3614
6.2
The meaning of ‘interest’ .................................................................................. 3615
6.3 Contractual
features
that
normally pass the test .......................................... 3616
6.3.1
Conventional subordination features ............................................. 3616
6.3.2
Full recourse loans secured by collateral ...................................... 3617
6.3.3
Bonds with a capped or floored interest rate ............................... 3617
6.3.4
Lender has discretion to change the interest rate ....................... 3618
3592 Chapter 44
6.3.5 Unleveraged
inflation-linked bonds ............................................... 3618
6.3.6
Features which compensate the lender for changes in tax
or other related costs ......................................................................... 3619
6.4
Contractual features that may affect the classification ............................... 3619
6.4.1
De minimis and non-genuine features .......................................... 3620
6.4.1.A
De minimis features ...................................................... 3620
6.4.1.B Non-genuine
features
..................................................
3620
6.4.2
Contractual features that modify the consideration for the
time value of money .......................................................................... 3621
International GAAP® 2019: Generally Accepted Accounting Practice under International Financial Reporting Standards Page 709