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BC39. The Board noted that the separation of the liability and equity components of a compound financial instrument is more complicated for compound financial instruments with multiple embedded derivative features whose values are interdependent (for example, a convertible debt instrument that gives the issuer a right to call the instrument back from the holder or the holder a right to put the instrument back to the issuer) than for those without such features. If the embedded equity and non-equity derivative features are interdependent, the sum of the separately determined values of the liability and equity components will not equal the value of the compound financial instrument as a whole.
BC40. For example, the values of an embedded call option feature and an equity conversion option feature in a callable convertible debt instrument depend in part on each other in cases where the holder's equity conversion option is extinguished when the entity exercises the call option or vice versa. The following diagram illustrates the joint value arising from the interaction between a call option and an equity conversion option in a callable convertible bond. Circle L represents the value of the liability component, ie the value of the straight debt and the embedded call option on the straight debt, and Circle E represents the value of the equity component, ie the equity conversion option on the straight debt. The total area covered by the two circles represents the value of the callable convertible bond. The difference between the value of the callable convertible bond as a whole and the sum of the separately determined values for the liability and equity components is the joint value attributable to the interdependence between the call option feature and the equity conversion feature. It is represented by the intersection between the two circles.

Financial Assets Carried at an Amount in Excess of Fair Value
BC37. The Board eliminated the disclosure requirements in IAS 32 regarding financial assets carried at an amount in excess of fair value, including the reasons for not reducing the carrying amount. IAS 39 requires financial assets classified as either held-to-maturity investments or as loans and receivables to be carried at amortised cost, which may exceed fair value. Because IAS 39 contains requirements governing the measurement of financial assets and IAS 32 requires fair value information to be provided in a way that permits comparisons with the financial assets' carrying amounts, the requirement to disclose separate information about financial assets carried at an amount in excess of fair value is redundant.
Other Disclosures (paragraphs 94, 95 and AG40)
Derecognition (paragraph 94(a))
BC38. An entity may have either transferred a financial asset (see IAS 39, paragraph 18) or have entered into the type of arrangement described in paragraph 19 of IAS 39, in such a way that the arrangement does not qualify as a transfer of a financial asset. If the entity either continues to recognise all of the asset or continues to recognise the asset to the extent of its continuing involvement, the revised Standard requires disclosure of the nature and extent of the financial asset and any associated liabilities (see paragraph 94(a)). Such disclosure helps users of the financial statements to evaluate the significance of such transactions and may be relevant, for example, if an entity sells a portfolio of receivables and provides a limited guarantee of only one risk. In that example, the amount of the transferred receivables the transferor continues to recognise may be much riskier than the amount it derecognises.
Multiple Embedded Derivative Features (paragraph 94(d))

Costs of an equity transaction (paragraphs 35 and 37-39)
BC33. The revised Standard incorporates the guidance in SIC-17 Equity - Costs of an Equity Transaction. Transaction costs incurred as a necessary part of completing an equity transaction are accounted for as part of the transaction to which they relate. Linking the equity transaction and costs of the transaction reflects in equity the total cost of the transaction.
Disclosure (paragraphs 51-95)
Interest Rate Risk and Credit Risk (paragraphs 67-85)
BC34. The Board did not consider amendments to the disclosures on interest rate risk and credit risk. It will do so as part of its project to review IAS 30 Disclosures in the Financial Statements of Banks and Similar Financial Institutions. This project will also consider requirements for the presentation of financial instruments on the face of the balance sheet and income statement.
Fair Value (paragraphs 86-93)
BC35. The exemption from the requirement to provide disclosures about fair value in IAS 32, paragraph 90, is consistent with the exemption from the requirement to measure particular financial assets and financial liabilities at fair value under IAS 39, paragraphs 46 and 47. Accordingly, disclosure of fair value is not required for investments in unquoted equity instruments and derivatives linked to such equity instruments if their fair value cannot be measured reliably. For all other financial assets and financial liabilities, it is reasonable to expect that fair value can be determined with sufficient reliability within constraints of timeliness and cost. Therefore, the Board concluded that there should be no exception from the requirement to disclose fair value information for such financial assets and financial liabilities.
BC36. To provide users of financial statements with a sense of the potential variability of fair value estimates, the Board decided that information about the use of valuation techniques should be disclosed, such as the sensitivities of fair value estimates to the main valuation assumptions. In forming this conclusion the Board considered the view that disclosure of sensitivities could be difficult, in particular when there are many valuation assumptions to which the disclosure would apply and these assumptions are interdependent. However, the Board noted that a detailed quantitative disclosure of sensitivity to all valuation assumptions is not required (only those that could result in a significantly different estimate of fair value are required) and that the disclosure does not require the entity to reflect all interdependencies between assumptions when making the disclosure. Additionally, the Board considered the view that this disclosure might imply that a fair value established by a valuation technique is less valid than one established by other means. However, the Board noted that fair values that are estimated by valuation techniques are more subjective than those established from an observable market price, and concluded that users should be given information to help them in assessing this subjectivity.

BC30. This approach removes the need to estimate inputs to, and apply, complex option pricing models to measure the equity component of some compound financial instruments. The Board also noted that the absence of a prescribed approach led to a lack of comparability among entities applying IAS 32 and that it therefore was desirable to specify a single approach.
BC31. The Board noted that a requirement to use the with-and-without method, under which the liability component is determined first, is consistent with the proposals of the Joint Working Group of Standard Setters in its Draft Standard and Basis for Conclusions in Financial Instruments and Similar Items, published by IASC in December 2000 (see Draft Standard, paragraphs 74 and 75 and Application Supplement, paragraph 318).
Treasury Shares (paragraphs 33, 34 and AG36)
BC32. The revised Standard incorporates the guidance in SIC-16 Share Capital - Reacquired Own Equity Instruments (Treasury Shares). The acquisition and subsequent resale by an entity of its own equity instruments represents a transfer between those holders of equity instruments who have given up their equity interest and those who continue to hold an equity instrument, rather than a gain or loss to the entity.
Interest, Dividends, Losses and Gains (paragraphs 35-41 and AG37)

BC27. Under the Framework, and IASs 32 and 39, an equity instrument is defined as any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Paragraph 67 of the Framework further states that the amount at which equity is recognised in the balance sheet is dependent on the measurement of assets and liabilities.
BC28. The Board concluded that the alternatives in IAS 32 to measure on initial recognition the liability component of a compound financial instrument as a residual amount after separating the equity component or on the basis of a relative fair value method should be eliminated. Instead the liability component should be measured first (including the value of any embedded non-equity derivative features, such as an embedded call feature), and the residual amount assigned to the equity component.
BC29. The objective of this amendment is to make the requirements about the entity's separation of the liability and equity components of a single compound financial instrument consistent with the requirements about the initial measurement of a financial liability in IAS 39 and the definitions in IAS 32 and the Framework of an equity instrument as a residual interest.

BC24. This choice was originally justified on the grounds that IAS 32 did not deal with the measurement of financial assets, financial liabilities and equity instruments.
BC25. However, since the issue of IAS 39, IFRSs contain requirements for the measurement of financial assets and financial liabilities. Therefore, the view that IAS 32 should not prescribe a particular method for separating compound financial instruments because of the absence of measurement requirements for financial instruments is no longer valid. IAS 39, paragraph 43, requires a financial liability to be measured on initial recognition at its fair value. Therefore, a relative fair value method could result in an initial measurement of the liability component that is not in compliance with IAS 39.
BC26. After initial recognition, a financial liability that is classified as at fair value through profit or loss is measured at fair value under IAS 39, and other financial liabilities are measured at amortised cost. If the liability component of a compound financial instrument is classified as at fair value through profit or loss, an entity could recognise an immediate gain or loss after initial recognition if it applies a relative fair value method. This is contrary to IAS 32, paragraph 31, which states that no gain or loss arises from recognising the components of the instrument separately.

BC22. The Standard requires the separate presentation on an entity's balance sheet of liability and equity components of a single financial instrument. It is more a matter of form than a matter of substance that both liabilities and equity interests are created by a single financial instrument rather than two or more separate instruments. The Board believes that an entity's financial position is more faithfully represented by separate presentation of liability and equity components contained in a single instrument.
Allocation of the initial carrying amount to the liability and equity components (paragraphs 31 and 32, AG36-AG38 and Illustrative Examples 9-12)
BC23. The previous version of IAS 32 did not prescribe a particular method for assigning the initial carrying amount of a compound financial instrument to its separated liability and equity components. Rather, it suggested approaches that might be considered, such as:
(a) assigning to the less easily measurable component (often the equity component) the residual amount after deducting from the instrument as a whole the amount separately determined for the component that is more easily determinable (a 'with-and-without' method); and
(b) measuring the liability and equity components separately and, to the extent necessary, adjusting these amounts pro rata so that the sum of the components equals the amount of the instrument as a whole (a 'relative fair value' method).

BC21. In finalising the revisions to IAS 32 the Board considered, but rejected, a number of alternative approaches:
(a) To classify as an equity instrument any contract that will be settled in the entity's own shares. The Board rejected this approach because it does not deal adequately with transactions in which an entity is using its own shares as currency, eg when an entity has an obligation to pay a fixed or determinable amount that is settled in a variable number of its own shares.
(b) To classify a contract as an equity instrument only if (i) the contract will be settled in the entity's own shares, and (ii) the changes in the fair value of the contract move in the same direction as the changes in the fair value of the shares from the perspective of the counterparty. Under this approach, contracts that will be settled in the entity's own shares would be financial assets or financial liabilities if, from the perspective of the counterparty, their value moves inversely with the price of the entity's own shares. An example is an entity's obligation to buy back its own shares. The Board rejected this approach because its adoption would represent a fundamental shift in the concept of equity. The Board also noted that it would result in a change to the classification of some transactions, compared with the existing Framework and IAS 32, that had not been exposed for comment.
(c) To classify as an equity instrument a contract that will be settled in the entity's own shares unless its value changes in response to something other than the price of the entity's own shares. The Board rejected this approach to avoid an exception to the principle that non-derivative contracts that are settled in a variable number of an entity's own shares should be treated as financial assets or financial liabilities.
(d) To limit classification as equity instruments to outstanding ordinary shares, and classify as financial assets or financial liabilities all contracts that involve future receipt or delivery of the entity's own shares. The Board rejected this approach because its adoption would represent a fundamental shift in the concept of equity. The Board also noted that it would result in a change to the classification of some transactions compared with the existing IAS 32 that had not been exposed for comment.
Compound Financial Instruments (paragraphs 28-32 and AG30-AG35)

BC19. Additionally, the Board decided that if the part of a contingent settlement provision that could require settlement in cash or a variable number of own shares is not genuine, it should be ignored for the purposes of classifying the instrument. The Board also agreed to provide guidance on the meaning of 'genuine' in this context (see paragraph AG28).
Settlement Options (paragraphs 26 and 27)
BC20. The revised Standard requires that if one of the parties to a contract has one or more options as to how it is settled (eg net in cash or by exchanging shares for cash), the contract is a financial asset or a financial liability unless all of the settlement alternatives would result in equity classification. The Board concluded that entities should not be able to circumvent the accounting requirements for financial assets and financial liabilities simply by including an option to settle a contract through the exchange of a fixed number of shares for a fixed amount. The Board had proposed in the Exposure Draft that past practice and management intentions should be considered in determining the classification of such instruments. However, respondents to the Exposure Draft noted that such requirements can be difficult to apply because some entities do not have any history of similar transactions and the assessment of whether an established practice exists and of what is management's intention can be subjective. The Board agreed with these comments and accordingly concluded that past practice and management intentions should not be determining factors.
Alternative Approaches Considered