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FRS 102 Factsheet 4 - Financial instruments

This factsheet has been prepared by FRC staff to aid preparers in applying Section 11 Basic Financial Instruments and Section 12 Other Financial Instruments Issues of FRS 102. It should not be relied upon as a definitive statement on the application of the standard nor is it a substitute for reading the detailed requirements of FRS 102.

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1. Introduction

FRS 102 sets out the requirements for financial instruments in two sections, Section 11 Basic Financial Instruments and Section 12 Other Financial Instruments Issues. Section 11 is relevant to all entities applying FRS 102, but Section 12 is only relevant to entities that have more complex financial instruments and transactions. However, Section 12 applies to derivatives, including forward foreign exchange contracts and interest rate swaps, that many entities, including smaller entities, may have.

2. Accounting policy and scope

Selecting an accounting policy

For financial instruments, FRS 102 allows an entity to apply the recognition and measurement requirements of: (Key FRS 102 references: 11.2, 12.2)

Sections 11 and 12;
IAS 39 Financial Instruments: Recognition and Measurement; or
IFRS 9 Financial Instruments.

Whichever accounting policy choice is made, the disclosure requirements of Sections 11 and 12 will apply.

As part of the Periodic Review 2024 amendments, the option to newly adopt the recognition and measurement requirements of IAS 39 was restricted to situations in which this was necessary to achieve consistency with group financial statements. This restriction is effective from 1 January 2026 (or earlier when an entity early-adopts the Periodic Review 2024 amendments in accordance with paragraph 1.37 of FRS 102).

This amendment has been made in preparation for the expected eventual removal of the IAS 39 option. For the time being, entities which have adopted the IAS 39 option may continue to apply it.

This factsheet has been prepared on the basis that an entity has chosen to apply the recognition and measurement requirements of Sections 11 and 12.

Scope

A financial instrument is a contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. It includes cash, trade receivables and payables, equity investments, borrowings and derivatives. (Key FRS 102 references: 11.3, 11.5, 11.6)

Some financial instruments are outside the scope of Sections 11 and 12, such as investments in subsidiaries, associates and joint ventures; these are not considered in this factsheet.

3. Basic financial instruments

Classification

Financial instruments need to be classified as 'basic' or 'other', as this determines the accounting. Classification requires consideration of the individual terms and conditions of each financial instrument.

Cash is classified as a basic financial instrument, as are investments in most ordinary shares and some preference shares. (Key FRS 102 references: 11.5, 11.8)

For debt instruments, paragraph 11.9 sets out the conditions that must be met in order for them to be classified as basic. If any of the conditions are not met, the financial instrument is not basic, unless it meets the principle-based description in paragraph 11.9A. (Key FRS 102 references: 11.9, 11.9A)

Basic financial instruments include those for which the contractual return to the lender is a fixed amount or a positive fixed or positive variable rate. Although many common loans will be classified as basic, just because an instrument appears to be common it cannot be assumed that it will be basic. (Key FRS 102 references: 11.9(a))

Principle-based description of a basic financial instrument

The principle-based description of a basic financial instrument in paragraph 11.9A only needs to be considered if a financial instrument has failed to meet the conditions in paragraph 11.9. In practice it will not need to be considered for all financial instruments that are not initially basic because some, such as derivatives, clearly fall within the scope of Section 12.

Examples

Section 11 includes 12 examples of applying the classification conditions and principle-based description. These follow paragraph 11.9A. (Key FRS 102 references: 11.9A)

Directors' loans

A loan that is interest-free can meet the conditions in paragraph 11.9(a) because the contractual return to the holder is a fixed amount of nil. Therefore the fact that it is interest-free does not prevent classification as basic. If a loan meets the conditions in paragraph 11.9 it is classified as basic and there is no need to consider the requirements of paragraph 11.9A.

However, if other features of an interest-free loan mean that it fails to meet any of the other conditions in paragraph 11.9, it is unlikely that it would meet the requirements of paragraph 11.9A and it would then be classified as 'other'. For a loan to be considered basic in accordance with paragraph 11.9A there must be reasonable compensation for the time value of money, credit risk and other basic lending risks which, subject to prevailing economic conditions, is unlikely to be the case if a loan is interest-free.

Initial measurement

Usually initial recognition will be at transaction price, adjusted for transaction costs. (Key FRS 102 references: 11.13)

Financing transactions

One of the exceptions to this relates to financing transactions. A financing transaction has taken place when payment is deferred beyond normal business terms, or has been financed at a rate of interest that is not a market rate. Therefore, examples would include offering a buyer interest-free credit or providing an interest-free loan. A financing transaction shall be measured at the present value of the future payments discounted at a market rate of interest for a similar instrument, adjusted for transaction costs. This means it should be measured as if it were a market-rate loan.

There are three exceptions to the usual requirements for financing transactions: (Key FRS 102 references: 11.13A)

Directors' loans to a small entity

A small entity that has received a loan that is not at a market rate of interest from a person who is within a director's group of close family members, and that group includes at least one shareholder in the entity, may choose to measure that loan initially at transaction price. (Key FRS 102 references: 11.13A(a))

This only applies to small entities and only to loans to the entity.

Public benefit entity concessionary loans

A public benefit entity and other members of a public benefit entity group that make or receive public benefit entity concessionary loans, may account for such loans at the amount paid or received adjusted for interest and any impairment loss, irrespective of the accounting policy choice made in accordance with paragraph 11.2 of FRS 102. (Key FRS 102 references: PBE11.1A, PBE11.13A, PBE34.87 to PBE34.97)

Trade receivable or contract asset

A trade receivable or contract asset may be measured initially at transaction price when, at contract inception, payment is expected within 12 months or less from when the entity transfers the corresponding good or service. (Key FRS 102 references: 11.13A(c))

Examples

Section 11 includes six examples of initial measurement. These follow paragraph 11.13. (Key FRS 102 references: 11.13)

Examples of accounting for financing transactions are set out in the appendix to this factsheet.

Subsequent measurement – amortised cost

Basic debt instruments shall be measured at amortised cost using the effective interest method (unless the choice to measure them at fair value is available and taken). (Key FRS 102 references: 11.14 to 11.20)

The effective interest method allocates the interest (and transaction costs) over the life of an instrument at a constant rate, based on its carrying amount. Interest includes not just the coupon rate, but any other receipts/payments or changes in value that constitute interest.

This need not lead to adjustments to the transaction price:

In accordance with paragraph 11.14(a)(ii) of FRS 102, receivables and payables due within one year on normal business terms continue to be measured at the undiscounted amount of cash or other consideration expected to be paid or received. Therefore in most situations short term receivables and payables are measured at their invoiced amount until they are settled or otherwise extinguished.
For loans bearing a market rate of interest, provided no transaction costs have been incurred or premiums/discounts have been paid/received, the effective interest rate is equal to the market rate of interest at the date of initial recognition.

Certain financial instruments, such as equity investments, are subject to different requirements that are not covered in this factsheet.

Examples

Section 11 includes an example of determining an effective interest rate and the amortised cost for a five-year loan. This follows paragraph 11.20. (Key FRS 102 references: 11.20)

4. Impairment

At the end of each reporting period an entity is required to assess whether there is objective evidence of impairment of any financial assets measured at cost or amortised cost. If there is objective evidence of impairment, an impairment loss shall be recognised immediately in profit or loss. (Key FRS 102 references: 11.21 to 11.26)

Losses must be the result of past events, not losses expected as a result of possible future events. In the absence of any objective evidence or observable data indicating that a loss has occurred, there is no basis for recognising an impairment, or bad debt provision.

Some financial assets must be assessed individually for impairment (all equity instruments, regardless of significance, and other financial assets that are individually significant). Others can either be assessed individually or grouped based on similar credit risk characteristics. (Key FRS 102 references: 11.24)

The Section 11 impairment accounting requirements apply to contract assets (in accordance with paragraph 23.126 of FRS 102) as well as to trade receivables.

Examples

Examples of objective evidence of impairment are included in paragraphs 11.22 and 11.23 of FRS 102. (Key FRS 102 references: 11.22 and 11.23)

5. Dividend income

As part of the Periodic Review 2024 amendments, the accounting requirements for dividend income from investments in non-derivative financial instruments were relocated to Sections 11 and 12 of FRS 102. (Key FRS 102 references: 11.14A, 12.9A)

Dividend income from investments in non-derivative financial instruments that are equity of the issuer is recognised in profit or loss only when:

the entity's right to receive payment is established;
it is probable that the economic benefits associated with the dividend will flow to the entity; and
the amount of the dividend can be measured reliably.

6. Derecognition

The derecognition requirements of paragraphs 11.33 to 11.38 of FRS 102 apply to all financial instruments, and are not dependent on their classification as basic or other.

Derecognition of a financial asset

A financial asset is derecognised when it is settled, or when the contractual rights to the cash flows expire. (Key FRS 102 references: 11.33 to 11.35)

When a financial asset is transferred to another party, whether it is derecognised will depend on whether the entity has transferred, or retained, the risks and rewards of ownership. If substantially all the risks and rewards are transferred, the financial asset is derecognised. If substantially all the risks and rewards are retained, the financial asset is not derecognised (and a financial liability shall be recognised for the consideration received).

If the entity has retained some, but not substantially all, risks and rewards of ownership, but has transferred control of the asset to another party, the financial asset shall be derecognised and any rights and obligations retained or created in the transfer shall be recognised separately.

Examples

Section 11 includes examples of a transfer that qualifies for derecognition and one that does not. These follow paragraph 11.35. (Key FRS 102 references: 11.35)

Derecognition of a financial liability

A financial liability is derecognised only when it is extinguished (i.e. when it is discharged, cancelled or expires). (Key FRS 102 references: 11.36)

If an existing borrower and lender exchange financial instruments with substantially different terms, or substantially modify the terms of an existing financial liability, they shall be accounted for as an extinguishment of the original liability, and the recognition of any new liability. Any difference between the carrying amount of the liability derecognised and the consideration paid is recognised in profit or loss. (Key FRS 102 references: 11.37, 11.38)

Leases

Whilst leases are outside the scope of Section 11 in accordance with paragraph 11.7, it is important to remember that the derecognition and impairment accounting requirements of Section 11 apply to receivables recognised by a lessor, and the derecognition accounting requirements of Section 11 apply to lease liabilities recognised by a lessee. (Key FRS 102 references: 11.7(c))

7. Disclosures

Various disclosures are required about financial instruments. (Key FRS 102 references: 11.40 to 11.48A)

The following does not necessarily apply to a qualifying entity that takes advantage of reduced disclosures as set out in Section 1 Scope of FRS 102, nor to a small entity applying Section 1A Small Entities.

FRS 102 requires an entity to disclose in its financial statements material accounting policy information. Such information includes the measurement basis (or bases) for financial instruments used in preparing the financial statements (including the accounting policy choice made in accordance with paragraph 11.2 of FRS 102). (Key FRS 102 references: 11.40)

FRS 102 requires the disclosure of the carrying amounts of financial instruments measured at fair value through profit or loss. Various items of income, expense, gains and losses must be disclosed including changes in fair value, interest income and expense, and impairment losses.

Paragraph 11.42 contains a significant requirement: An entity shall disclose information that enables users of its financial statements to evaluate the significance of financial instruments for its financial position and performance...

This is a principle-based disclosure requirement. Examples are given of possible disclosures for a debt instrument, such as interest rate, maturity, repayment schedule and any restrictions on the entity. However, entities will need to consider carefully what information is needed by users.

When the risks arising from financial instruments are particularly significant to the business, additional disclosure may be required. Paragraph 11.42 cross-refers to additional disclosure requirements (usually applicable for financial institutions) which may be relevant in such circumstances.

Financial instruments at fair value through profit or loss

Company law sets out requirements about which financial instruments can be measured at fair value and includes related disclosure requirements.

In the UK financial assets, and financial liabilities that are held as part of a trading portfolio or are derivatives, are always permitted to be measured at fair value. Any other financial liabilities can be measured at fair value only when this is permitted by IFRS Accounting Standards and provided certain disclosures required by IFRS Accounting Standards are given.

In the Republic of Ireland, all financial instruments can be measured at fair value when this is permitted by IFRS Accounting Standards and provided certain disclosures required by IFRS Accounting Standards are given. Therefore additional disclosures may be required more frequently in the Republic of Ireland as they apply to any financial instruments measured at fair value, including derivatives.

The additional disclosure requirements have been incorporated into Section 11 (as explained in paragraph A3.13 for the UK and paragraph A4.7 for the Republic of Ireland). Some of the disclosures apply to all financial instruments; others are reflected in paragraph 11.48A.

Financial institutions and retirement benefit plans

There are specific disclosure requirements for financial institutions and retirement benefit plans. Such entities are required to provide information that enables users of the financial statements to evaluate the nature and extent of credit risk, liquidity risk and market risk arising from financial instruments to which the financial institution is exposed at the end of the reporting period. These requirements are set out in Section 34 Specialised Activities. (Key FRS 102 references: 11.48B, 11.48C)

Hedge accounting

Disclosures required when hedge accounting is applied are set out in paragraphs 12.27 to 12.30 of FRS 102. (Key FRS 102 references: 12.27 to 12.30)

8. Other financial instruments issues

This applies to financial instruments that are within the scope of Section 12.

Initial measurement

Usually a financial asset or a financial liability within the scope of Section 12 is recognised initially at fair value, which is normally transaction price. (Key FRS 102 references: 12.7)

If a financial asset arises from a financing transaction, it is initially measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument (as determined at initial recognition) and adjusted for transaction costs.

One of the exceptions to this relates to financing transactions. A financing transaction has taken place when payment is deferred beyond normal business terms, or has been financed at a rate of interest that is not a market rate. Therefore examples would include offering a buyer interest-free credit or providing an interest-free loan. Financing transactions shall be measured at the present value of the future payments discounted at a market rate of interest for a similar instrument, adjusted for transaction costs. This means it should be measured as if it were a market-rate loan.

Subsequent measurement

Other financial instruments shall normally be measured at fair value, with the change in fair value recognised in profit or loss. There are some exceptions to this, such as in certain hedge accounting relationships and when the use of fair value would not be permitted by company law. The latter is expected to arise rarely. (Key FRS 102 references: 12.8 to 12.9)

Interest rate swaps and forward foreign exchange contracts

In practice this means that any interest rate swaps or forward foreign exchange contracts will be measured at fair value at each reporting date, with the change in fair value being recognised in profit or loss, unless the entity chooses to apply hedge accounting. The contract rate agreed in a forward foreign exchange contract cannot be used to measure the hedged item.

Disclosure

The disclosure requirements set out in paragraphs 11.40 to 11.48A apply to financial instruments that are within the scope of Section 12 Other Financial Instruments Issues as well as those within the scope of Section 11.

Hedge accounting

Hedge accounting is optional. A hedging relationship consists of a hedging instrument and a hedged item. Provided the qualifying conditions set out in paragraph 12.18 are met, hedge accounting may be applied. The effect of hedge accounting is to reduce the volatility in the profit and loss account. (Key FRS 102 references: 12.15 to 12.25A)

Examples

The Appendix to Section 12 provides examples of hedge accounting. (Key FRS 102 references: 12A.1 to 12A.7)

Appendix—Financing transactions

Paragraph 11.13 of FRS 102 states that an arrangement constitutes a financing transaction if:

payment is deferred beyond normal business terms; or
it is financed at a rate of interest that is not a market rate.

Examples of such transactions include, but are not limited to:

the sale of goods to a customer, with payment deferred beyond normal business terms;
below market rate and interest-free loans between group entities; and
below market rate and interest-free loans to or from directors.

Measurement of financing transactions

Section 11 Basic Financial Instruments and Section 12 Other Financial Instruments Issues of FRS 102 set out specific measurement requirements for financial assets and financial liabilities when the arrangement constitutes a financing transaction. The following discussion is limited to the requirements in Section 11 and therefore only applies to financial assets and financial liabilities that are classified as basic. It does not apply to directors' loans to a small entity, when the small entity has taken the option in paragraph 11.13A to measure the loan at transaction price.

Initial measurement

Paragraph 11.13 of FRS 102 sets out the initial measurement requirements for financial assets and financial liabilities. Generally financial assets and financial liabilities are measured at their transaction price, which typically is the amount of cash borrowed or the invoiced amount when goods or services are sold. However, when a financial asset or financial liability, e.g. a receivable or payable, originates from an arrangement that is a financing transaction, that receivable or payable is measured at the present value of the future cash payments discounted at a market rate of interest for a similar debt instrument¹ (paragraph 11.13).

Below are five common examples of financing transactions when the loan has a fixed repayment date to demonstrate the application of the present value measurement requirement of paragraph 11.13.

It should be noted that the present value of a financial asset or financial liability that is repayable on demand is equal to the undiscounted cash amount payable, reflecting the lender's right to demand immediate repayment.

The sale of goods or services on deferred payment terms

When goods or services are sold on credit, the arrangement has in substance two components: firstly, the sale of the goods or services, and secondly, a financing element. The two components are accounted for separately. To that effect, a seller recognises the revenue from the sale in accordance with Section 23 Revenue from Contracts with Customers of FRS 102, and a purchaser recognises the acquired goods and services in accordance with the applicable accounting requirements in FRS 102.

When the arrangement is a financing transaction, i.e. when the payment for goods or services is deferred beyond normal business terms or the sale is financed at a below-market rate of interest, the trade debtor (or trade creditor) is measured at the present value of the cash flows receivable or payable discounted at the market rate of interest for a similar receivable or payable (paragraph 11.13). In practice, an entity may use the current cash selling price for the goods or services sold on an arm's length basis as an estimate for the present value of the future payments. However, if there is no cash sale alternative or the cash selling price is the same as the price when buying on credit, the entity must calculate the present value of the future cash flows.

The following numerical example demonstrates the accounting by a seller (the manufacturer) and a buyer (the customer) when payment is deferred.

Example 1: The sale of goods on deferred payment terms

A manufacturer sells a piece of machinery to a customer on credit for CU1,000 on 1 January 20X0, agreeing with the customer that full payment is due in two years' time on 31 December 20X1. Applying Section 23, the manufacturer determines that it recognises revenue for the sale of the machinery at a point in time, being 1 January 20X0. Under normal business terms the piece of machinery is sold for cash and the current cash selling price is CU900. Sales taxes are ignored in this example.

Because the credit period provided to the customer is two years, the exception in paragraph 11.13A(c) cannot be applied to measure the trade receivable initially at the transaction price.

(1) Accounting by the manufacturer

On 1 January 20X0 the manufacturer recognises the revenue from the sale at the cash selling price of the piece of machinery of CU900.

The trade receivable is measured at the present value of the future payments discounted at a market rate of interest for a similar trade receivable. As set out in Example 3 to paragraph 11.13 of FRS 102, in transactions conducted on an arm's length basis the cash sales price for immediate settlement would normally approximate to the present value. The manufacturer determines that the trade receivable is measured at CU900.

The manufacturer records the following accounting entries when the piece of machinery is sold:

Dr Trade Receivable CU900 Cr Revenue CU900

After initial recognition the manufacturer will account for the trade receivable at amortised cost using the effective interest method as demonstrated in Example 6 below. In accordance with paragraph 23.58 of FRS 102, the CU100 difference between the present value of the trade receivable of CU900 and the nominal amount of the consideration of CU1,000 is recognised as interest income using the effective interest method over the two years until payment is due from the customer, and presented separately from revenue from contracts with customers.

(2) Accounting by the customer

The customer applies the requirements of Section 17 Property, Plant and Equipment of FRS 102 and measures the piece of machinery at its cost in accordance with paragraph 17.9. In accordance with paragraph 17.13, because payment is deferred beyond normal credit terms, the cost is the present value of the future payments. Like the manufacturer, the customer also concludes that this approximates to the cash selling price of CU900. Therefore, in this example, the customer records a trade payable measured at the cash selling price of CU900 in accordance with paragraph 11.13 of FRS 102².

The customer records the following accounting entries when the piece of machinery is purchased:

Dr Property, plant and equipment CU900 Cr Trade payable CU900

After initial recognition the customer accounts for the trade payable at amortised cost using the effective interest method as demonstrated in Example 6 below.

Fixed term loans with no interest or a below market rate of interest

A loan provided or received at no, or a below market, rate of interest constitutes a financing transaction. Paragraph 11.13 of FRS 102 requires that such a loan is measured at the present value of the future cash receipts or payments discounted at a market rate of interest for a similar financial asset or financial liability.

The present value calculated in accordance with paragraph 11.13 reflects the value of a similar loan with a market rate of interest. For loans other than those repayable on demand, a difference arises between the amount of cash received or advanced and the present value of the loan. This difference reflects that the lender has made a loan at a lower than market rate of interest and thereby has provided an additional benefit to the borrower.

FRS 102 does not set out specific accounting requirements for that difference. Where FRS 102 does not specifically address the accounting for a transaction, an entity applies judgement to determine the accounting treatment that meets the requirements of paragraph 10.4, i.e. an entity selects an accounting policy that results in relevant and reliable information. Paragraph 10.5 sets out the sources an entity should consider for that analysis.

To determine the accounting treatment for the difference, an entity should assess the particular facts and circumstances of each arrangement. In that regard it is particularly important to establish the reasons a lender decided to make a loan at a non-market rate of interest. For example, a lender may make the loan because of an ownership interest in the borrower. If so, the lender is, in its capacity as the owner, effectively making an additional investment in the entity when making a loan at a below market rate of interest. In other instances, there may be related transactions to consider, for example the lender may be compensated by obtaining goods or services from the borrower at below market prices.

When a loan is made at a non-market rate of interest and the lender and the borrower are related parties because one owns the other or the lender and borrower are owned by the same entity or person, the difference arising on initial recognition of the loan would generally be accounted for as a distribution or capital contribution.

FRS 102 sets out accounting requirements for distributions. For the entity making a distribution it represents a decrease of economic benefits that results in a decrease in equity. A distribution is not an expense and is therefore recorded as a reduction of equity (paragraph 22.17 and Appendix I Glossary – see definition of expenses). It should be noted that in some cases a distribution may be recorded in the financial statements in accordance with FRS 102, although it may not be a distribution as a matter of law, and vice versa. An entity that is subject to company law should consider whether the distribution recorded in the financial statements for reporting purposes is also a distribution as a matter of law and, if so, should assess whether it has sufficient distributable profits to make the distribution.

The entity receiving a distribution records it as income, since it represents an increase in economic benefits that results in an increase of equity that is not related to a capital contribution from an equity investor (Appendix I Glossary – see definition of income). Income is recorded in total comprehensive income, either in profit or loss or in other comprehensive income. Company law prohibits the inclusion of unrealised profits within profit or loss, except when an unrealised revaluation gain arises from the application of fair value accounting. If the distribution is considered a realised profit it is recorded in profit or loss, otherwise it is recorded in other comprehensive income. An entity that is a company should assess whether the distribution received is a realised profit within the meaning of company law.

The determination of realised and distributable profits in accordance with company law is a complex area where accounting and legal requirements interface. This factsheet does not address company law issues that may be relevant in this regard. An entity may refer to Technical Release 02/17BL Guidance on realised and distributable profits under the Companies Act 2006 (Technical Release 02/17BL) issued by the Institute of Chartered Accountants in England and Wales and the Institute of Chartered Accounts of Scotland, or any successor document. An entity may also wish to take specialist legal advice on these matters.

Capital contributions from equity investors do not meet the definition of income. A capital contribution is therefore recorded by the receiving entity as an increase in equity. The entity making a capital contribution records it as an increase in its investment in the entity receiving the capital contribution.

Examples 2 to 5 below illustrate different scenarios of interest-free loan arrangements between related parties and demonstrate the accounting for the difference.

Example 2: Fixed term interest-free loans between a parent and its subsidiary

Loans between parents and their subsidiaries are often made on interest-free terms. It can generally be presumed that a loan is made on these terms because the parent owns and controls its subsidiary.

A fixed term interest free-loan consists, in substance, of two components:

a loan at a market rate of interest; and
a benefit or contribution to the borrower.

In the case of an interest-free loan between a parent and its subsidiary, the first component, i.e. the loan made at a market-rate of interest, is determined by calculating the present value of the future payments discounted at a market rate of interest of a similar loan. The second component, i.e. the gift or contribution to the borrower, is the measurement difference which is accounted for as a capital contribution or distribution. The accounting is demonstrated in the numerical examples below.

(1) A parent provides a fixed term interest-free loan of CU1,000 to its subsidiary.

The present value of the loan using a market rate of interest for a similar loan is CU900³. The difference of CU100 represents an additional investment by the parent in the subsidiary. The parent would record the following accounting entries in its individual financial statements:

Dr Loan receivable from subsidiary⁴ CU900 Dr Investment in subsidiary⁴ CU100 Cr Cash CU1,000

The subsidiary would record the following accounting entries:

Dr Cash CU1,000 Cr Loan repayable to parent CU900 Cr Capital contribution (equity) CU100

(2) A subsidiary provides a fixed term interest-free loan of CU1,000 to its parent.

The present value of the loan using a market rate of interest for a similar loan is CU900³. The difference of CU100 is a distribution to the parent. The parent would record the following accounting entries in its individual financial statements:

Dr Cash CU1,000 Cr Loan repayable to subsidiary CU900 Cr Distribution received from subsidiary (profit or loss)⁵ CU100

The subsidiary would record the following accounting entries:

Dr Loan receivable from parent CU900 Dr Distribution to parent (equity)⁶ CU100 Cr Cash CU1,000

Example 3: Fixed term interest-free loans between fellow subsidiaries

In a situation where fellow subsidiaries enter into a loan which constitutes a financing transaction, it can generally be presumed that the loan was made at the direction of their parent. However, sometimes the facts and circumstances may indicate otherwise, for example when an interest-free loan is made in return for receiving goods or services at a discounted price.

If an interest-free loan is made at the direction of the parent, the subsidiaries account for the transaction as if it had been conducted through the parent. The lending subsidiary accounts for the loan as if it had made a loan to its parent and the borrowing subsidiary accounts for the loan as if it had received a loan from its parent.

As noted in Example 2 above, a fixed term interest-free loan consists, in substance, of two separate components. In the case of an interest-free loan between fellow subsidiaries, the first component represents a loan made at a market-rate of interest and the second component is a distribution or capital contribution. The accounting is demonstrated in the following numerical example.

A subsidiary makes a fixed term interest-free loan of CU1,000 to a fellow subsidiary. The present value of the loan using a market rate of interest for a similar loan is CU900⁷. The excess of the cash advanced over the present value of the loan of CU100 is accounted for as a distribution from the lending subsidiary. The accounting entries of the lending subsidiary are as follows:

Dr Loan receivable from fellow subsidiary CU900 Dr Distribution (equity)⁸ CU100 Cr Cash CU1,000

The borrowing subsidiary would account for the excess of CU100 as a capital contribution and record the following accounting entries:

Dr Cash CU1,000 Cr Loan repayable to fellow subsidiary CU900 Cr Capital contribution (equity) CU100

Example 4: Fixed term interest-free loans between entities owned by the same person

In some instances, an interest-free loan is made between entities that are not members of the same group, but the entities are related parties because they are owned and controlled by the same person. Unless the facts and circumstances indicate that the loan is made on these terms for a reason other than that the entities are controlled by the same owner, the accounting for the loan will be the same as shown in Example 3 above for a fixed term interest-free loan between fellow subsidiaries.

As noted in Example 2 above, a fixed term interest-free loan consists, in substance, of two separate components. In the case of a fixed term interest-free loan between entities that are owned by the same person, the first component represents a loan made at a market-rate of interest and the second component is a distribution or capital contribution. The accounting is demonstrated in the numerical example below.

An entity makes a fixed term interest-free loan of CU1,000 to another entity. Both entities have the same owner. The present value of the loan using a market rate of interest for a similar loan is CU900⁹.

The lending entity records the following accounting entries:

Dr Loan receivable from related party CU900 Dr Distribution (equity)¹⁰ CU100 Cr Cash CU1,000

The borrowing entity records the following accounting entries:

Dr Cash CU1,000 Cr Loan repayable to related party CU900 Cr Capital contribution (equity) CU100

Example 5: Fixed term interest-free loans between entities and their directors

A fixed term interest-free loan may be made between an entity and its director(s). The accounting for the measurement difference arising on the initial recognition of the loan will depend on whether the loan was made in the director's capacity as a shareholder or for another reason. For example, in a situation where a director is the majority shareholder it generally can be presumed that the loan was made in the director's capacity as a shareholder. This presumption can be rebutted, if, for example, loans between the entity and other third parties without an ownership interest in the entity (e.g. employees) are made on the same or similar terms.

If a fixed term interest-free loan is made between the entity and a director in their capacity as a shareholder the accounting for the loan is similar to the accounting for a fixed term interest-free loan between a parent and its subsidiary shown in Example 2 above.

As noted in Example 2, a fixed term interest-free loan consists, in substance, of two components. In the case of a fixed term loan between an entity and a director who is also a shareholder, the first component represents a loan at a market rate of interest and the second component is a capital contribution or distribution between the director and the entity. The numerical examples below demonstrate the accounting¹¹.

(1) A director provides a fixed term interest-free loan of CU1,000 to an entity owned by the director. The loan is considered to be provided by the director in his/her capacity as a shareholder. The present value of the loan using a market rate of interest of a similar loan is CU900. The difference of CU100 represents an additional investment by the owner which is recorded by the entity as a capital contribution. The entity would record the following accounting entries:

Dr Cash CU1,000 Cr Loan repayable to owner/director CU900 Cr Capital contribution (equity) CU100

(2) An entity provides a fixed term interest-free loan of CU1,000 to a director who also owns the entity. The loan is considered to be provided to the director in his/her capacity as a shareholder. The present value of the loan using a market rate of interest of a similar loan is CU900¹². The difference of CU100 represents a distribution from the entity to its owner. The entity would record the following accounting entries:

Dr Loan receivable from owner/director CU900 Dr Distribution to owner (equity)¹³ CU100 Cr Cash CU1,000

If an interest-free loan is made between an entity and a director who has no direct ownership interest in the entity, the terms of the loan and the reasons for making it should be assessed carefully as this is relevant for determining the appropriate accounting under FRS 102.

For example, an entity may offer interest-free loans to all employees, including its directors, as an additional employee benefit. Often these loans are made for a specific purpose, for example to purchase a season travel ticket. In this situation the entity accounts for the measurement difference as an employee benefit cost in accordance with Section 28 Employee Benefits of FRS 102.

When a director without ownership interest makes a loan to the entity, the director's motives have to be identified, as the director would not normally directly benefit from making a loan on these terms. The appropriate accounting for the measurement difference will be dependent on the individual circumstances of each transaction.

Subsequent measurement

Basic financial assets and financial liabilities are generally measured at amortised cost using the effective interest method (paragraph 11.14(a) of FRS 102). This requirement applies regardless of whether the financial asset or financial liability results from an arrangement that constitutes a financing transaction or not.

The effective interest rate is determined in accordance with the requirements of paragraphs 11.16 to 11.20 of FRS 102. Assuming that the original effective interest rate as determined at the time of the initial recognition of the loan is a fixed rate of interest, the rate is not updated for subsequent changes to the market rate of interest. The following numerical example demonstrates the subsequent accounting for an interest-free loan.

Example 6: Subsequent measurement of interest-free loans

On 1 January 20X1 a subsidiary obtains an interest-free loan of CU1,000 from its parent. The loan is repayable in full on 31 December 20X2. The market rate of interest for similar loans is 5.4% per annum. The net present value of the loan is CU900¹⁴ (1,000/1.054²=900). The amortised cost of the loan as at 31 December 20X1 and 20X2 is as follows:

Year	Carrying amount at 1 January CU	Interest accrued (5.4%) CU	Cash flow CU	Carrying amount at 31 December CU
20X1	900	49		949
20X2	949	51	(1,000)	-

On 1 January 20X1 the parent and the subsidiary would record the accounting entries set out in Example 2 above when a parent makes an interest-free loan to its subsidiary. As described in Example 2, at initial recognition the interest-free loan is accounted for as a loan at a market rate of interest and a capital contribution or distribution. After initial recognition the interest-free loan is treated for accounting purposes as if it was a loan at a market rate of interest with capital and interest payable at the end of the term of the loan. Interest is accounted for applying the effective interest method.

The entity receiving interest (in this example the parent) records it as income. Income is recorded in total comprehensive income, either in profit or loss or in other comprehensive income. Company law prohibits the inclusion of unrealised profits within profit or loss, except for an unrealised revaluation gain arising from the application of fair value accounting.

If the interest income is considered a realised profit it is recorded in profit or loss, otherwise it is recorded in other comprehensive income. An entity that is a company should assess whether the interest income is a realised profit within the meaning of company law. The determination of realised profits in accordance with company law is a complex area where accounting and legal requirements interface.

The entity paying interest (in this example the subsidiary) records it as an expense in profit or loss.

(1) Accounts of the parent

The parent would record the following accounting entries:

Year ended 31 December 20X1

To record the accrued interest Dr Loan receivable from subsidiary CU49 Cr Interest income¹⁵ CU49

Year ended 31 December 20X2

To record the accrued interest Dr Loan receivable from subsidiary CU51 Cr Interest income¹⁵ CU51

To record the loan repayment Dr Cash CU1,000 Cr Loan receivable from subsidiary CU1,000

(2) Accounts of the subsidiary

The subsidiary would record the following accounting entries:

Year ended 31 December 20X1

To record the accrued interest Dr Interest expense CU49 Cr Loan repayable to parent CU49

Year ended 31 December 20X2

To record the accrued interest Dr Interest Expense CU51 Cr Loan repayable to parent CU51

To record the loan repayment Dr Loan repayable to parent CU1,000 Cr Cash CU1,000

Financial Reporting Council 8th Floor 125 London Wall London EC2Y 5AS +44 (0)20 7492 2300 www.frc.org.uk

Footnotes

Debt instruments include loans receivable, loans payable, trade debtors and trade creditors. ↩
See Example 6 below for the calculation of the present value and a demonstration of the subsequent accounting for an interest-free loan. ↩
See Example 6 below for the calculation of the present value and a demonstration of the subsequent accounting for an interest-free loan. ↩
Loans and investments are subject to impairment. An entity shall apply the relevant accounting requirements in FRS 102 to determine whether a loan or investment is impaired. ↩
Company law requires that only profits realised at the reporting date are included in profit or loss. For the purpose of this example it is assumed that the distribution is a realised profit and it is therefore recorded in profit or loss. The legal requirements on realised profits are not addressed in this factsheet. Technical Release 02/17BL considers issues concerning the determination of realised profits and entities may refer to this or any successor document for more guidance. ↩
In accordance with paragraph 22.17 of FRS 102 a distribution is recorded as a reduction of equity. A distribution recorded in the financial statements in accordance with FRS 102 may not be a distribution as a matter of law. The legal requirements on distributable profits are not addressed in this factsheet. Technical Release 02/17BL considers issues concerning the determination of distributable profits and entities may refer to this or any successor document for more guidance. ↩
See Example 6 below for the calculation of the present value and a demonstration of the subsequent accounting for an interest-free loan. ↩
In accordance with paragraph 22.17 of FRS 102 a distribution is recorded as a reduction of equity. A distribution recorded in the financial statements in accordance with FRS 102 may not be a distribution as a matter of law. The legal requirements on distributable profits are not addressed in this factsheet. Technical Release 02/17BL considers issues concerning the determination of distributable profits and entities may refer to this or any successor document for more guidance. ↩
See Example 6 below for the calculation of the present value and a demonstration of the subsequent accounting for an interest-free loan. ↩
In accordance with paragraph 22.17 of FRS 102 a distribution is recorded as a reduction of equity. A distribution recorded in the financial statements in accordance with FRS 102 may not be a distribution as a matter of law. The legal requirements on distributable profits are not addressed in this factsheet. Technical Release 02/17BL considers issues concerning the determination of distributable profits and entities may refer to this or any successor document for more guidance. ↩
Only the accounting entries for the entity are shown here as it is presumed that the director is not preparing financial statements in accordance with FRS 102. ↩
See Example 6 below for the calculation of the present value and a demonstration of the subsequent accounting for an interest-free loan. ↩
In accordance with paragraph 22.17 of FRS 102 a distribution is recorded as a reduction of equity. A distribution recorded in the financial statements in accordance with FRS 102 may not be a distribution as a matter of law. The legal requirements on distributable profits are not addressed in this factsheet. Technical Release 02/17BL considers issues concerning the determination of distributable profits and entities may refer to this or any successor document for more guidance. ↩
900 is a rounded figure. ↩
Company law requires that only profits realised at the reporting date are included in profit or loss. For the purpose of this example it is assumed that the interest income is a realised profit. The legal requirements on realised profits are not addressed in this factsheet. Technical Release 02/17BL considers issues concerning the determination of realised profits and entities may refer to this or any successor document for more guidance. ↩

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Name FRS 102 Factsheet 4 - Financial instruments

Publication date 26 November 2024

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FRS 102 Factsheet 4 - Financial instruments

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