Debt and equity

ASC 215-10 is a placeholder ("link") subtopic for the statement of shareholder equity. It contains no substantive recognition or measurement rules; its only content directs users to Topic 505 for disclosure guidance on the items that make up shareholders' equity.

ASC 215-915 formerly prescribed how a development stage entity presented its statement of shareholder equity — notably cumulative, inception-to-date detail of each equity issuance (dates, shares, dollar amounts, nature of consideration). Every paragraph in this subtopic (215-915-05-1, 15-1, and 45-1 through 45-3) was superseded by ASU 2014-10, which eliminated the development stage entity reporting concept from U.S. GAAP. There are consequently no remaining requirements under this subtopic; a development stage entity now follows the same equity presentation guidance as any other reporting entity.

ASC 260-10 governs the computation, presentation, and disclosure of basic and diluted earnings per share (EPS) by entities with publicly traded common stock or potential common stock (or entities in registration). Basic EPS divides income available to common stockholders (income less preferred dividends) by the weighted-average common shares outstanding (260-10-45-10 through 45-11); diluted EPS adds all dilutive potential common shares using the treasury stock method for options/warrants, the reverse treasury stock method for written puts and forward purchases, and the if-converted method for convertible securities, never assuming antidilutive conversions (260-10-45-16 through 45-45). The subtopic also covers the two-class method for participating securities, contingently issuable shares, down round features, and master limited partnership earnings per unit.

ASC 272-10 provides financial reporting and presentation guidance for U.S.-organized limited liability entities (LLCs and LLPs) that issue GAAP financial statements. It requires LLC statements to look like partnership statements — equity is labeled "members' equity," headings must clearly identify the entity as an LLC, and a complete set includes a statement of financial position, statement of operations, statement of cash flows, notes, and information on changes in members' equity. It also mandates disclosure of any limitation on members' liability, the classes of member interests and their rights, and a finite life date if applicable.

ASC 405-10 is the Overall subtopic of the Liabilities Topic; it functions as a navigational "roadmap" rather than a source of substantive measurement rules. It lists the other Subtopics within Topic 405 (Extinguishments of Liabilities, Insurance-Related Assessments, Joint and Several Liability Arrangements, Supplier Finance Programs) and points to the Topics elsewhere in the Codification that directly address recognition of particular liabilities.

ASC 405-20 governs when a debtor may derecognize a liability because it has been extinguished. Under 405-20-40-1, extinguishment occurs if and only if the debtor pays the creditor (cash, other financial assets, goods or services, or reacquisition of its own debt securities) and is relieved of the obligation, or the debtor is legally released as primary obligor judicially or by the creditor. The Subtopic also contains special derecognition (breakage) rules for liabilities from prepaid stored-value products and excludes debt conversions and troubled debt restructurings (see 470-20 and 470-60).

ASC 405-50 is a disclosure-only subtopic requiring the buyer in a supplier finance program (also called reverse factoring, payables finance, or structured payables) to disclose qualitative and quantitative information about the program. A supplier finance program exists when the buyer agrees with a finance provider or intermediary, confirms supplier invoices as valid to that party, and the supplier can request early payment from a party other than the buyer (405-50-15-2). The subtopic does not address recognition, measurement, or balance sheet presentation of the obligation, or the accounting by other parties (405-50-10-2).

ASC 405-905 governs liabilities of agricultural entities, with Cooperatives Subsections addressing how agricultural cooperatives account for product deliveries from patrons. When a pooling marketing cooperative's board assigns amounts to unprocessed products received from patrons, those assigned amounts must approximate estimated net realizable value and are credited to amounts due patrons, creating a short-term liability. Excess of pool revenues over assigned amounts and operating costs is paid or allocated to patrons pro rata, and retained allocated equities may be mandatorily redeemable instruments requiring liability classification under Subtopic 480-10.

ASC 470-10 is the Overall subtopic of the Debt topic and governs a borrower's balance sheet classification (current vs. noncurrent) of specific obligations: short-term obligations expected to be refinanced, due-on-demand loans, callable debt and covenant violations, revolving credit agreements with lock-box arrangements and subjective acceleration clauses, increasing-rate debt, sales of future revenue, and indexed debt. Core rules: callable and demand obligations are current unless a waiver/cure exception applies (470-10-45-10 through 45-11), and a short-term obligation may be excluded from current liabilities only if the entity intends to refinance long term and demonstrates ability via post-balance-sheet issuance of long-term debt/equity or a qualifying financing agreement (470-10-45-14). It also sets debt-versus-deferred-income classification for proceeds from sales of future revenue and disclosure requirements for maturities, unused lines of credit, and refinancings.

ASC 470-20 governs the issuer's accounting for debt with detachable warrants, convertible debt instruments, interest forfeited on conversion, induced conversions, conversions triggered by the issuer's call, and own-share lending arrangements entered into in contemplation of a convertible debt offering. After ASU 2020-06 eliminated the cash conversion and beneficial conversion feature models, the default rule is that convertible debt is accounted for in its entirety as a liability with no proceeds allocated to the conversion feature (470-20-25-12), unless the feature must be bifurcated as a derivative under 815-15 or the debt was issued at a substantial premium (470-20-25-13). Proceeds of debt issued with detachable warrants, by contrast, are allocated between the debt and the warrants based on relative fair values (470-20-25-2).

ASC 470-40 governs product financing arrangements — transactions in which a "sponsor" arranges for another entity to buy and hold inventory on its behalf (or controls the disposition of such product) with a related commitment to buy it back at specified prices covering the other entity's financing and holding costs. Because the sponsor is in substance the owner of the product, the arrangement is accounted for as a borrowing rather than a sale: the sponsor records the inventory as an asset and a corresponding liability when the other entity buys the product (470-40-25-1 through 25-2). After ASU 2014-09, sale-and-repurchase legs are handled under Topic 606, leaving this Subtopic focused on purchases made by another entity on the sponsor's behalf.

ASC 470-50 governs the debtor's accounting for extinguishments of debt and for modifications or exchanges of debt instruments with the same creditor (excluding troubled debt restructurings under 470-60 and conversions pursuant to conversion privileges under 470-20). Its core rule is the "10 percent cash flow test": if the present value of cash flows under the new instrument differs by at least 10% from the PV of the remaining cash flows of the original instrument (discounted at the original instrument's effective rate), the terms are substantially different and the transaction is accounted for as an extinguishment, with the new debt recorded at fair value and gain or loss recognized currently in income. If not substantially different, no gain or loss is recognized and a new effective interest rate is computed from the original carrying amount and revised cash flows.

ASC 470-60 governs how a debtor accounts for a troubled debt restructuring (TDR) — a restructuring in which the creditor, for economic or legal reasons related to the debtor's financial difficulties, grants a concession it would not otherwise consider (470-60-15-5). Settlements by transfer of assets or grant of an equity interest are measured at fair value, with a gain on restructuring equal to the excess of the payable's carrying amount over that fair value (470-60-35-2, 35-4). Pure modifications of terms are accounted for prospectively with no change in carrying amount and a new effective interest rate, unless total future cash payments (including contingent amounts) are less than the carrying amount, in which case the debtor writes down the payable and recognizes a gain (470-60-35-5 through 35-7).

This Subtopic governs how oil and gas entities account for certain "conveyance" transactions that are, in substance, borrowings repayable in cash or its equivalent. Under 470-932-25-1, such arrangements must be recorded as a payable by the operator receiving the funds and a receivable by the party advancing the funds, rather than as a sale or conveyance of mineral interests.

This subtopic governs how an insurance entity that issues surplus notes (also called certificates of contribution, surplus debentures, or capital notes) accounts for them under GAAP. The core rule is that surplus notes are debt, not equity: they are presented as liabilities and interest is accrued over the note's life even though the domiciliary state insurance commissioner must approve each principal and interest payment (470-944-25-1, 35-1, 45-1).

This subtopic addresses how a not-for-profit entity accounts for debt, in particular conduit financing obtained through state and local financing authorities. The core rule is that because the NFP is responsible for repaying tax-exempt bonds or other obligations issued on its behalf, the NFP recognizes that financing as a liability on its statement of financial position (470-958-25-1). Scope follows the NFP Overall Subtopic scope in Section 958-10-15.

This Subtopic modifies the general rule that gains and losses on early extinguishment of debt hit income immediately (Subtopic 470-50) for entities whose rates are set by a regulator. If the regulator will recover a reacquisition loss through future rates, the regulated entity capitalizes the excess of reacquisition price over net carrying amount as a regulatory asset; if the regulator will reduce future rates for a gain, the entity records a regulatory liability. Either amount is amortized as an adjustment of interest expense over the period reflected in rate-making.

ASC 480-10 tells an issuer when a freestanding financial instrument with characteristics of both liabilities and equity must be classified as a liability (or, in some cases, an asset) rather than equity. It captures three classes of instruments: (1) mandatorily redeemable financial instruments (480-10-25-4); (2) obligations, other than outstanding shares, to repurchase the issuer's own equity shares by transferring assets (480-10-25-8); and (3) certain obligations settleable in a variable number of shares whose monetary value is fixed, indexed to something other than the issuer's shares, or varies inversely with the issuer's share price (480-10-25-14). Measurement is generally fair value, except that mandatorily redeemable instruments and physically settled fixed-share forward purchase contracts are accreted to the settlement amount with the change recognized as interest cost.

ASC 505-10 is the residual "Overall" subtopic for equity — it covers equity matters not addressed in the other Equity subtopics (stock dividends/splits, treasury stock, spinoffs) or in other Topics such as 480 and 815. Its core rules are that transactions in an entity's own capital stock (and quasi-reorganization adjustments and transfers to/from appropriated retained earnings) never affect net income, that additional paid-in capital may not be used to relieve income of charges, and that notes received for stock are generally shown as a deduction from equity rather than as an asset. It also imposes extensive disclosures on the rights and privileges of outstanding securities, convertible preferred stock, redemption requirements, and liquidation preferences.

ASC 505-20 governs how corporations (issuers) and shareholders (recipients) account for stock dividends and stock splits. The core rule is substance over form: a small issuance (generally less than 20–25% of previously outstanding shares) is a stock dividend requiring capitalization of retained earnings at the fair value of the shares issued, while a larger issuance that materially reduces the unit market price is a stock split in substance, requiring capitalization only to the extent of legal requirements. Recipients recognize no income; they simply reallocate the cost of previously held shares over the larger number of shares.

ASC 505-30 governs how an entity accounts for repurchases of its own outstanding common stock (treasury stock) and the later constructive or actual retirement or resale of those shares. The core rule is that treasury stock transactions are capital transactions: no gain or loss may be recognized in income or charged directly to retained earnings as profit, and differences between repurchase and resale/par amounts are allocated among additional paid-in capital and retained earnings. When shares are bought at a price differing from open-market price (e.g., from a specific shareholder), only the fair value of the shares is treasury stock cost and the excess is allocated to the other rights or privileges obtained and accounted for by their substance.

ASC 505-50 formerly governed the accounting for equity instruments (shares, options, warrants) issued to non-employees in exchange for goods or services, including measurement date, performance commitment, and counterparty-performance concepts. Every paragraph in the subtopic has been superseded — chiefly by ASU 2018-07 (Improvements to Nonemployee Share-Based Payment Accounting), with the share-based-payment-as-consideration-payable-to-a-customer paragraphs superseded earlier by ASU 2014-09 (Revenue from Contracts with Customers). As a result, the subtopic contains no operative guidance; nonemployee share-based payment awards are now accounted for under ASC 718.

ASC 505-60 governs the pro rata distribution of nonmonetary assets that constitute a business to an entity's owners (a spinoff). Such distributions are recorded at the carrying (recorded) amount of the distributed business, reduced for any indicated impairment, and are never accounted for as a sale of the spinnee followed by a distribution of proceeds — even if the spun-off operations are sold immediately afterward. When the substance of the transaction differs from its legal form, the legal spinnee is treated as the accounting spinnor (reverse spinoff accounting).

This Subtopic governs how entities in the agricultural industry — principally agricultural cooperatives — classify and present equity. Its core rule is that cooperative earnings are split between patronage source earnings (from transactions with or for patrons) and nonpatronage earnings, and that allocated equities such as retained patronage allocations and per-unit retains are presented as equity when they have no fixed maturity date and are subordinated to all debt. Unallocated nonpatronage earnings are classified as retained earnings, and allocated equities become current liabilities only when the board formally acts to revolve them.

This Subtopic prescribes the note disclosures a bank, savings institution, credit union, foreign bank branch, or holding company must make about regulatory capital. At a minimum, the entity must describe the capital adequacy and prompt corrective action requirements, the actual/possible effects of noncompliance, whether it is in compliance (with required and actual capital ratios and amounts for each balance sheet date), and the prompt corrective action category it was assigned at its most recent notification (942-505-50-1). Noncompliance may, with other factors, raise substantial doubt about going concern.

This Subtopic sets the equity-related disclosure requirements for insurance entities, focusing on statutory capital and surplus and how statutory accounting practices constrain dividends. Entities must disclose statutory capital and surplus, the amount needed to meet regulatory requirements, and restrictions on retained earnings available for dividends (505-944-50-1). When state-prescribed or permitted statutory accounting practices differ from NAIC statutory accounting practices and produce a significantly different statutory surplus or risk-based capital, the entity must describe the practice and quantify its monetary effect on statutory surplus (505-944-50-2 through 50-3).

This Subtopic governs equity transactions and reporting for investment companies, focusing on capital share transactions and distributions to shareholders. It requires per-class disclosure of net asset value per share and the components of the net change in net assets from capital share transactions, along with tax-basis components of dividends paid. Return of capital is determined only at the fund level, not per class.

ASC 718-20 governs the subsequent measurement of share-based payment awards that are classified as equity (liability-classified awards go to 718-30, and general recognition/measurement rules stay in 718-10). Its core rules address awards whose grant-date fair value cannot be reasonably estimated (intrinsic value remeasurement through settlement), clawback and other contingent features (accounted for only when the contingent event occurs), and — most importantly — modification accounting, under which a modification is treated as an exchange of the original award for a new one, with incremental cost measured as the excess of the modified award's fair value over the original award's fair value immediately before modification. It also covers repurchases, cancellations, and cancellation-and-replacement transactions.

ASC 718-40 governs the employer's (sponsor's) accounting for employee stock ownership plans (ESOPs), distinguishing leveraged from nonleveraged plans. For leveraged ESOPs, the employer records the ESOP's outside debt as its own debt, charges shares issued to the ESOP to a contra-equity account ("unearned ESOP shares"), and recognizes compensation cost at the fair value of shares as they are committed to be released; for nonleveraged ESOPs, compensation cost equals the contribution called for in the period. It also prescribes dividend treatment (allocated shares to retained earnings; unallocated shares as debt reduction or compensation cost), EPS treatment, termination accounting, and disclosures.

ASC 740-852 gives incremental income tax guidance for entities emerging from Chapter 11 that qualify for fresh-start reporting and for entities that effect a quasi-reorganization. Under fresh-start reporting, deferred taxes follow ordinary GAAP, and tax benefits of preconfirmation NOL carryforwards and deductible temporary differences recognized later (by releasing the valuation allowance) reduce income tax expense. After a quasi-reorganization, by contrast, subsequently recognized tax benefits of deductible temporary differences and carryforwards that existed at the quasi-reorganization date are credited directly to contributed capital, not income.

This Subtopic tells bank holding companies how to present trust-preferred securities structures. Because the sponsoring bank holds no variable interest in the special-purpose trust, it cannot be the trust's primary beneficiary and does not consolidate it (810-942-55-2). Instead, the bank reports the subordinated debentures it issued to the trust as debt on its balance sheet, and accounts for its holding of the trust's common securities under the equity method (810-942-45-1).

ASC 815-15 governs when a derivative-like feature embedded in a contract that is not itself a derivative in its entirety (a "hybrid instrument") must be separated ("bifurcated") from the host contract and accounted for as a standalone derivative under Subtopic 815-10. Bifurcation is required if and only if all three criteria in 815-15-25-1 are met: the embedded feature's economic characteristics and risks are not clearly and closely related to the host, the hybrid is not already remeasured at fair value through earnings, and a freestanding instrument with the same terms would be a derivative. As an alternative, an entity may irrevocably elect to measure the entire hybrid financial instrument at fair value through earnings (815-15-25-4), and if it cannot reliably identify and measure the embedded derivative it must measure the whole contract at fair value through earnings (815-15-25-53).

ASC 815-40 governs contracts (freestanding or embedded) that are indexed to, and potentially settled in, an entity's own stock — warrants, written/purchased options, forward sale and purchase contracts, and conversion features. It supplies the two-part test for the derivative scope exception in 815-10-15-74(a): whether the instrument is "indexed to the entity's own stock" (two-step analysis in 815-40-15-7 through 15-7I) and whether it would be classified in stockholders' equity (conditions in 815-40-25-7 through 25-30). Equity-classified contracts stay in permanent equity with no remeasurement; contracts failing either part are assets or liabilities measured at fair value through earnings, with classification reassessed every balance sheet date.

ASC 835-10 is the Overall subtopic of the Interest Topic; it does little more than map the Topic's structure and point readers elsewhere. It explains that Topic 835 addresses interest recognition in two instances — capitalization of interest costs incurred in connection with an investment in an asset (Subtopic 835-20) and imputation of interest where required (Subtopic 835-30) — and acknowledges that interest income/expense for specific transactions and instrument types is governed by other Topics.

ASC 835-30 governs when and how interest must be "imputed" on notes receivable and payable whose face amount does not reasonably represent the present value of the consideration exchanged — typically non-interest-bearing notes or notes with an unreasonable stated rate. In those cases the note and the related sales price/cost are recorded at the fair value of the property, goods, or service or at an amount approximating the fair value of the note (whichever is more clearly determinable), and any resulting discount or premium is amortized to interest income or expense using the interest method. Discount, premium, and debt issuance costs are presented as direct deductions from or additions to the face amount of the note, not as deferred charges or credits.

ASC 852-10 governs financial reporting by entities that have filed a Chapter 11 petition and expect to reorganize as going concerns, plus their reporting upon emergence under a confirmed plan. During the case, GAAP continues to apply but the statements must separate reorganization-related transactions from ongoing operations: prepetition liabilities subject to compromise are segregated on the balance sheet at expected allowed amounts, and reorganization items are shown separately in the income statement and cash flow statement. On emergence, an entity adopts fresh-start reporting only if reorganization value is less than postpetition liabilities plus allowed claims and pre-confirmation voting shareholders receive less than 50% of the emerging entity's voting shares.

ASC 852-20 governs quasi-reorganizations ("readjustments"), a corporate readjustment procedure in which a corporation—without forming a new entity or entering court proceedings—restates its balance sheet to fair value, eliminates an accumulated deficit, and relieves current or future income of charges by charging them to additional paid-in capital. This is an express exception to the general rule in 852-20-25-2 that additional paid-in capital may not be used to relieve the income account. The Subtopic prescribes the conditions for the readjustment (full disclosure to and formal consent of shareholders, fair asset carrying amounts), the ordering of write-offs (retained earnings first, then APIC), and the post-readjustment dating of a new retained earnings account.