A liability can be settled not only by the transfer of cash or other financial instruments, but also through the transfer of goods or services or equity instruments. When a liability includes a counterparty conversion option that involves a transfer of the company’s own equity instruments (i.e. convertible debt), the conversion option is recognized as either equity or a liability separately from the host liability under IAS 322.
The IAS 1 amendments clarify that when assessing if the host liability should be classified as current or noncurrent, the company can ignore conversion options that are recognized as equity. This means that:
- When the conversion option is recognized as equity, the host liability is classified as current or noncurrent based on its contractual maturity, without considering the possible transfer of the company’s own equity to early settle the debt. This applies to situations where a fixed amount of debt is convertible into a fixed number of shares (i.e. the IAS 32 ‘fixed-for-fixed’ criteria is met).
- When the conversion option is a derivative liability, the host liability is classified as current if the holder may convert to equity within 12 months of the reporting date. Such instruments include bonds with holder conversion options that are separated as an embedded derivative from the host liability, and instruments that mandate settlement in a variable number of equity instruments.
This may represent a significant change for some companies, because under legacy IAS 1 practice was mixed.
Example : foreign currency convertible bond
- A foreign currency convertible bond will mature on December 31, 2027.
- The holder has the option to convert the bond into a fixed number of the company's ordinary shares at any time before maturity.
- Because the bond is in foreign currency, its carrying amount in functional currency is not fixed. Therefore, the conversion option fails the 'fixed-for-fixed' criteria and cannot be recognized as equity. Instead, it is an embedded derivative recognized separately from the host liability.
At the reporting date (December 31, 2024), the host liability is classified as current, for the following reasons.
- The transfer of the company's own equity instruments is a form of settlement.
- Because the holder has an option to convert the host liability into the company's own equity instruments at any time before maturity, the company does not have the right to defer settlement for at least 12 months from the reporting date.
The derivative liability is also classified as current.