Embedded Derivative Accounting Requirements

Common business contracts, such as loans, leases, or purchase agreements, can contain features known as embedded derivatives. These function like standalone derivative instruments but are incorporated within a larger, non-derivative agreement. U.S. Generally Accepted Accounting Principles (GAAP), primarily in Accounting Standards Codification (ASC) 815, provide a framework to determine if these features must be separated from their base contracts.

This requirement prevents companies from avoiding derivative accounting rules by including them within another agreement. The analysis involves a multi-step process, and failure to properly account for an embedded derivative can lead to material misstatements in financial reporting.

What Constitutes an Embedded Derivative

A contract with an embedded derivative is a “hybrid instrument,” combining a “host contract” and the “embedded derivative.” The host is the main agreement, like a loan, lease, or supply contract, which on its own would not be a derivative. The embedded derivative is a feature that modifies the contract’s cash flows or value based on an underlying variable, such as an interest rate, commodity price, or foreign exchange rate.

For example, a corporate bond allowing the holder to convert the debt into the issuer’s common shares is a hybrid instrument. The bond is the host contract, while the conversion option is the embedded derivative, with its value tied to the company’s stock price. Another example is a supply agreement where the price of goods is indexed to the market price of a commodity like oil. The agreement is the host, and the price adjustment is the embedded derivative.

The Criteria for Bifurcation

The process of separating an embedded derivative from its host contract is known as bifurcation. Under ASC 815, bifurcation is required only if three specific criteria are met. If any one of the conditions is not met, the feature is not separated and remains part of the host contract. The order in which the criteria are evaluated is not prescribed, allowing an entity to start with the most straightforward test for its situation.

Not Clearly and Closely Related

The first criterion is that the economic characteristics and risks of the embedded derivative are not “clearly and closely related” to those of the host contract. This involves assessing if the feature’s risk profile aligns with the host’s fundamental nature. For a debt host, features tied to interest rates, the issuer’s creditworthiness, or inflation are considered clearly and closely related.

An interest rate cap in a variable-rate loan is related because both are tied to interest rate risk. Conversely, a feature in a debt instrument linking payments to the Dow Jones Industrial Average is not clearly and closely related, as equity market risk is different from debt risk. A put option allowing repayment if the issuer’s credit rating falls is related, but one exercisable based on a change in a commodity price would not be.

Hybrid Not at Fair Value

The second criterion is that the entire hybrid instrument is not already remeasured at fair value with changes reported in earnings. If the company has elected the fair value option for the instrument under ASC 825, or if other GAAP rules require it, the objective of derivative accounting is already met. In this case, separating the derivative is redundant.

For example, certain investments in equity securities must be measured at fair value. If such an instrument contained an embedded derivative, it would not be bifurcated because the entire instrument is already subject to fair value measurement.

Meets Derivative Definition

The final criterion is that the embedded feature, if standalone, would meet the definition of a derivative. This means it must have an underlying and a notional amount, require little to no initial net investment, and allow for net settlement. The initial investment in the hybrid instrument itself is not considered for this test.

The analysis also considers if the feature would qualify for a scope exception in ASC 815 if it were a separate contract. For example, features tied to an entity’s own equity may be exempt, which is common for conversion options in convertible bonds, meaning bifurcation is not required.

Accounting for a Separated Derivative

When all three bifurcation criteria are met, the embedded derivative must be separated from the host contract and accounted for as a distinct financial instrument. This process involves specific steps for initial and subsequent measurement. The separation creates a new derivative asset or liability on the balance sheet and adjusts the carrying value of the host contract. The host contract is then accounted for based on the GAAP that would apply to it if it had been issued without the embedded feature.

Initial Measurement

At inception, the carrying amount of the hybrid instrument is allocated between the two components. The embedded derivative is measured first at its fair value, and the remaining carrying value is allocated to the host contract. This method ensures no gain or loss is recognized on the initial separation.

For example, if a company issues a bond with a detachable warrant for $1,000,000 and the warrant’s fair value is $50,000, the derivative liability is recognized at $50,000. The remaining $950,000 is allocated to the debt host, creating a discount that is amortized over the bond’s life. While option-based features often have a non-zero fair value at inception, non-option derivatives like forwards or swaps may have a fair value of zero.

Subsequent Measurement

Following separation, the embedded derivative is accounted for at fair value, with any changes in its value reported in earnings for the period, often called “mark-to-market” accounting. The host contract is accounted for according to the relevant GAAP for that type of instrument.

For a debt host, this means accounting at amortized cost using the effective interest method, where the initial discount or premium is amortized to interest expense. A lease host would be accounted for under ASC 842, and a supply contract would follow revenue or inventory guidance.

Scope Exceptions and the Fair Value Option

Even if an embedded feature meets the three criteria for bifurcation, ASC 815 provides specific scope exceptions that may exempt it from separation. Entities also have an alternative known as the fair value option, which can bypass the bifurcation analysis. An entity might check for a scope exception before performing the three-step test. The fair value option is a strategic choice at a contract’s inception to simplify future accounting, but it can introduce more volatility into reported earnings.

Scope Exceptions

ASC 815 contains several scope exceptions that exempt certain contracts from being treated as derivatives. One prominent exception relates to interest rate caps and floors in debt instruments that are tied to the interest rates of the host.

Another significant exception applies to contracts where the underlying is tied to specific non-financial variables, such as the sales volume or revenues of one of the parties. For example, a lease with payments contingent on the lessee’s sales revenue would likely qualify for this exception and not require bifurcation.

The Fair Value Option

As an alternative to bifurcation, ASC 825 allows entities to make an irrevocable election to account for certain hybrid financial instruments in their entirety at fair value. This is known as the “fair value option.” If this election is made, the entire instrument is measured at fair value at each reporting date, with changes recognized in earnings.

The election must be made at the inception of the instrument and simplifies accounting because the entity no longer needs to perform the “clearly and closely related” analysis or separately track the host and derivative.