# ASC 470-20-50: Debt — Debt with Conversion and Other Options — 50 Disclosure

Source: FASB Accounting Standards Codification, Basic View

[Read online](https://asc.understandingaccounting.org/asc/470/20/#50-disclosure)

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## ASC 470-20-50: 50 Disclosure

[Read section](https://asc.understandingaccounting.org/asc/470/20/#50-disclosure)

SEC content: no

##### [470-20-50-1](https://asc.understandingaccounting.org/asc/470/20/#470-20-50-1)

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[Paragraph superseded by Accounting Standards Update No. 2020-06](https://asc.understandingaccounting.org/updates/asu-2020-06/).

#### Convertible Debt Instruments

##### [470-20-50-1A](https://asc.understandingaccounting.org/asc/470/20/#470-20-50-1A)

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The objective of the disclosure about convertible debt instruments is to provide users of financial statements with:

1.  a
    
    Information about the terms and features of convertible debt instruments
    
2.  b
    
    An understanding of how those instruments have been reported in an entity's statement of financial position and statement of financial performance
    
3.  c
    
    Information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity's future cash flows related to those instruments.

##### [470-20-50-1B](https://asc.understandingaccounting.org/asc/470/20/#470-20-50-1B)

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An entity shall explain the pertinent rights and privileges of each convertible debt instrument outstanding, including, but not limited to, the following information:

1.  a
    
    Principal amount
    
2.  b
    
    Coupon rate
    
3.  c
    
    Conversion or exercise prices or rates and number of shares into which the instrument is potentially convertible
    
4.  d
    
    Pertinent dates, such as conversion date(s) and maturity date
    
5.  e
    
    Parties that control the conversion rights
    
6.  f
    
    Manner of settlement upon conversion and any alternative settlement methods, such as cash, shares, or a combination of cash and shares
    
7.  g
    
    Terms that may change conversion or exercise prices, number of shares to be issued, or other conversion rights and the timing of those rights (excluding standard antidilution provisions)
    
8.  h
    
    Liquidation preference and unusual voting rights, if applicable
    
9.  i
    
    Other material terms and features of the instrument that are not listed above.

##### [470-20-50-1C](https://asc.understandingaccounting.org/asc/470/20/#470-20-50-1C)

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An entity shall provide the following incremental information for [contingently convertible instruments](https://asc.understandingaccounting.org/glossary/c/#contingently-convertible-instruments "Contingently convertible instruments are instruments that have embedded conversion features that are contingently convertible or exercisable based on either of the following: A market price trigger Multiple contingencies if one of the contingencies is a market price trigger and the instrument can be converted or share settled based on meeting the specified market condition. A market price trigger is a market condition that is based at least in part on the issuer's own share price. Examples of contingently convertible instruments include contingently convertible debt, contingently convertible preferred stock, and the instrument described by paragraph 260-10-45-43, all with embedded market price triggers.") or the instruments that are described in paragraphs [470-20-05-8 through 05-8A](https://asc.understandingaccounting.org/asc/470/20/#470-20-05-8):

1.  a
    
    Events or changes in circumstances that would adjust or change the contingency or would cause the contingency to be met
    
2.  b
    
    Information on whether the shares that would be issued if the contingently convertible securities were converted are included in the calculation of diluted earnings per share (EPS) and the reasons why or why not
    
3.  c
    
    Other information that is helpful in understanding both the nature of the contingencies and the potential impact of conversion.

##### [470-20-50-1D](https://asc.understandingaccounting.org/asc/470/20/#470-20-50-1D)

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An entity shall disclose the following information for each convertible debt instrument as of each date for which a statement of financial position is presented.

1.  a
    
    The unamortized premium, discount, or issuance costs and, if applicable, the premium amount recorded as paid-in capital in accordance with paragraph [470-20-25-13](https://asc.understandingaccounting.org/asc/470/20/#470-20-25-13)
    
2.  b
    
    The net carrying amount
    
3.  c
    
    For [public business entities](https://asc.understandingaccounting.org/glossary/p/#public-business-entity "A public business entity is a business entity meeting any one of the criteria below. Neither a not-for-profit entity nor an employee benefit plan is a business entity. It is required by the U.S. Securities and Exchange Commission (SEC) to file or furnish financial statements, or does file or furnish financial statements (including voluntary filers), with the SEC (including other entities whose financial statements or financial information are required to be or are included in a filing). It is required by the Securities Exchange Act of 1934 (the Act), as amended, or rules or regulations promulgated under the Act, to file or furnish financial statements with a regulatory agency other than the SEC. It is required to file or furnish financial statements with a foreign or domestic regulatory agency in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer. It has issued, or is a conduit bond obligor for, securities that are traded, listed, or quoted on an exchange or an over-the-counter market. It has one or more securities that are not subject to contractual restrictions on transfer, and it is required by law, contract, or regulation to prepare U.S. GAAP financial statements (including notes) and make them publicly available on a periodic basis (for example, interim or annual periods). An entity must meet both of these conditions to meet this criterion. An entity may meet the definition of a public business entity solely because its financial statements or financial information is included in another entity's filing with the SEC. In that case, the entity is only a public business entity for purposes of financial statements that are filed or furnished with the SEC."), the [fair value](https://asc.understandingaccounting.org/glossary/f/#fair-value "The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.") of the entire instrument and the level of the fair value hierarchy in accordance with paragraphs
    
    [825-10-50-10 through 50-15](https://asc.understandingaccounting.org/asc/825/10/#825-10-50-10)
    
    .
    

See Example 11 (paragraph [470-20-55-69A](https://asc.understandingaccounting.org/asc/470/20/#470-20-55-69A)) for an illustration of this disclosure requirement.

##### [470-20-50-1E](https://asc.understandingaccounting.org/asc/470/20/#470-20-50-1E)

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An entity shall disclose the following information as of the date of the latest statement of financial position presented:

1.  a
    
    Changes to conversion or exercise prices that occur during the reporting period other than changes due to standard antidilution provisions
    
2.  b
    
    Events or changes in circumstances that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed
    
3.  c
    
    Number of shares issued upon conversion, exercise, or satisfaction of required conditions during the reporting period
    
4.  d
    
    Maturities and sinking fund requirements for convertible debt instruments for each of the five years following the date of most recent statement of financial position presented in accordance with paragraph [470-10-50-1](https://asc.understandingaccounting.org/asc/470/10/#470-10-50-1).

##### [470-20-50-1F](https://asc.understandingaccounting.org/asc/470/20/#470-20-50-1F)

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An entity shall disclose the following information about interest recognized for each period for which a statement of financial performance is presented:

1.  a
    
    The effective interest rate for the period
    
2.  b
    
    The amount of interest recognized for the period disaggregated by both of the following (see Example 12 \[paragraph [470-20-55-69D](https://asc.understandingaccounting.org/asc/470/20/#470-20-55-69D)\] for an illustration of this disclosure requirement):
    
    1.  1
        
        The contractual interest expense
        
    2.  2
        
        The amortization of the premium, discount, or issuance costs.

##### [470-20-50-1G](https://asc.understandingaccounting.org/asc/470/20/#470-20-50-1G)

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If the conversion option of a convertible debt instrument is accounted for as a derivative in accordance with Subtopic 815-15, an entity shall provide disclosures in accordance with Topic 815 for the conversion option in addition to the disclosures required by this Section, if applicable.

##### [470-20-50-1H](https://asc.understandingaccounting.org/asc/470/20/#470-20-50-1H)

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If a convertible debt instrument is measured at fair value in accordance with the Fair Value Option Subsections of Subtopic 825-10, an entity shall provide disclosures in accordance with Subtopic 820-10 and Subtopic 825-10 in addition to the disclosures required by this Section, if applicable.

##### [470-20-50-1I](https://asc.understandingaccounting.org/asc/470/20/#470-20-50-1I)

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An entity shall disclose the following information about derivative transactions entered into in connection with the issuance of convertible debt instruments within the scope of this Subtopic regardless of whether such derivative transactions are accounted for as assets, liabilities, or equity instruments:

1.  a
    
    The terms of those derivative transactions (including the terms of settlement)
    
2.  b
    
    How those derivative transactions relate to the instruments within the scope of this Subtopic
    
3.  c
    
    The number of shares underlying the derivative transactions
    
4.  d
    
    The reasons for entering into those derivative transactions.
    

An example of a derivative transaction entered into in connection with the issuance of a convertible debt instrument within the scope of this Subtopic is the purchase of call options that are expected to substantially offset changes in the fair value or the potential dilutive effect of the conversion option. Derivative instruments also are subject to the disclosure guidance in Topic 815.

#### EPS

##### [470-20-50-2](https://asc.understandingaccounting.org/asc/470/20/#470-20-50-2)

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For disclosures about securities in relationship to earnings per share (EPS) disclosures, see paragraph [260-10-50-1(c)](https://asc.understandingaccounting.org/asc/260/10/#260-10-50-1).

#### Own-Share Lending Arrangements Issued in Contemplation of Convertible Debt Issuance

##### [470-20-50-2A](https://asc.understandingaccounting.org/asc/470/20/#470-20-50-2A)

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An entity that enters into a share-lending arrangement on its own shares in contemplation of a convertible debt offering or other financing shall disclose all of the following. The disclosures must be made on an annual and interim basis in any period in which a share-lending arrangement is outstanding.

1.  a
    
    A description of any outstanding share-lending arrangements on the entity's own stock
    
2.  b
    
    All significant terms of the share-lending arrangement including all of the following:
    
    1.  1
        
        The number of shares
        
    2.  2
        
        The term
        
    3.  3
        
        The circumstances under which cash settlement would be required
        
    4.  4
        
        Any requirements for the counterparty to provide collateral.
        
3.  c
    
    The entity's reason for entering into the share-lending arrangement
    
4.  d
    
    The fair value of the outstanding loaned shares as of the balance sheet date
    
5.  e
    
    The treatment of the share-lending arrangement for the purposes of calculating earnings per share
    
6.  f
    
    The unamortized amount of the issuance costs associated with the share-lending arrangement at the balance sheet date
    
7.  g
    
    The classification of the issuance costs associated with the share-lending arrangement at the balance sheet date
    
8.  h
    
    The amount of interest cost recognized relating to the amortization of the issuance cost associated with the share-lending arrangement for the reporting period
    
9.  i
    
    Any amounts of dividends paid related to the loaned shares that will not be reimbursed.

##### [470-20-50-2B](https://asc.understandingaccounting.org/asc/470/20/#470-20-50-2B)

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An entity that enters into a share-lending arrangement on its own shares in contemplation of a convertible debt offering or other financing shall also make the disclosures required by Topic 505.

##### [470-20-50-2C](https://asc.understandingaccounting.org/asc/470/20/#470-20-50-2C)

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In the period in which an entity concludes that it is [probable](https://asc.understandingaccounting.org/glossary/p/#probable "The future event or events are likely to occur.") that the counterparty to its share-lending arrangement will default, the entity shall disclose the amount of expense reported in the statement of earnings related to the default. The entity shall disclose in any subsequent period any material changes in the amount of expense as a result of changes in the fair value of the entity's shares or the probable recoveries. If default is probable but has not yet occurred, the entity shall disclose the number of shares related to the share-lending arrangement that will be reflected in basic and diluted earnings per share when the counterparty defaults.

Transition date:(P) December 16, 2026; (N) December 16, 2026Transition guidance:

[220-40-65-1](https://asc.understandingaccounting.org/asc/220/40/#220-40-65-1)In the period in which an entity concludes that it is [probable](https://asc.understandingaccounting.org/glossary/p/#probable "The future event or events are likely to occur.") that the counterparty to its share-lending arrangement will default, the entity shall disclose the amount of expense reported in the statement of earnings related to the default. The entity shall disclose in any subsequent period any material changes in the amount of expense as a result of changes in the fair value of the entity's shares or the probable recoveries. If default is probable but has not yet occurred, the entity shall disclose the number of shares related to the share-lending arrangement that will be reflected in basic and diluted earnings per share when the counterparty defaults. See paragraphs

[220-40-50-21 through 50-25](https://asc.understandingaccounting.org/asc/220/40/#220-40-50-21)

for additional disclosure requirements.

Transition date:(P) December 16, 2027; (N) December 16, 2028Transition guidance:

[270-10-65-1](https://asc.understandingaccounting.org/asc/270/10/#270-10-65-1)In the interim or annual reporting period in which an entity concludes that it is [probable](https://asc.understandingaccounting.org/glossary/p/#probable "The future event or events are likely to occur.") that the counterparty to its share-lending arrangement will default, the entity shall disclose the amount of expense reported in the statement of earnings related to the default. The entity shall disclose in any subsequent interim and annual reporting periods any material changes in the amount of expense as a result of changes in the fair value of the entity's shares or the probable recoveries. If default is probable but has not yet occurred, the entity shall disclose the number of shares related to the share-lending arrangement that will be reflected in basic and diluted earnings per share when the counterparty defaults. See paragraphs

[220-40-50-21 through 50-25](https://asc.understandingaccounting.org/asc/220/40/#220-40-50-21)

for additional disclosure requirements.

### Cash Conversion

##### [470-20-50-3](https://asc.understandingaccounting.org/asc/470/20/#470-20-50-3)

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[Paragraph superseded by Accounting Standards Update No. 2020-06](https://asc.understandingaccounting.org/updates/asu-2020-06/).

##### [470-20-50-4](https://asc.understandingaccounting.org/asc/470/20/#470-20-50-4)

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[Paragraph superseded by Accounting Standards Update No. 2020-06](https://asc.understandingaccounting.org/updates/asu-2020-06/).

##### [470-20-50-5](https://asc.understandingaccounting.org/asc/470/20/#470-20-50-5)

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[Paragraph superseded by Accounting Standards Update No. 2020-06](https://asc.understandingaccounting.org/updates/asu-2020-06/).

##### [470-20-50-6](https://asc.understandingaccounting.org/asc/470/20/#470-20-50-6)

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[Paragraph superseded by Accounting Standards Update No. 2020-06](https://asc.understandingaccounting.org/updates/asu-2020-06/).
