8

1.

Describe and analyze accounting for contributed capital , including stock sales and repurchases , and equitybased compensation . (p. 8-4)

2.

Explain and analyze accounting for earned capital , including cash dividends, stock dividends, and comprehensive income. (p . 8-15)

3.

Describe and interpret accounting for eq carve-outs and convertible debt. (p. 8-2 ) 4

M

0

quity Recognition and wner Financing

D

U

L E

• •

orporation provides risk management services, insurance and reinsurance brokerage, and human resource consulting sourcing. Aon aims to help its clients generate greater value from their employees by developing strategies to address resource challenges, improve workforce performance, and streamline human resources operations. Its business has evolved as a result of organic growth and acquisitions, and it continues to extend, expand and create new human resources services that focus on its clients' changing workforce-related needs and challenges. Aon serves its clients through the following two major segments: • Risk Solutions Over 28,000 employees worldwide act as an advisor and insurance and reinsurance broker, helping clients manage their risks via consultation , as well as negotiation and placement of insurance risk with insurance carriers through its global distribution network. Over 29,000 worldwide partners with organizations to tackle complex benefits, talent and related financial allenges, and improve business performance by designing, implementing, communicating and administering a range of uman capital, retirement, investment management, health care, compensation and talent management strategies. segment aims to help clients manage the complex human elements necessary to acquire, develop, motivate and retain lent required to meet business objectives. As of 2011 , Aon employed over 59,000 employees worldwide with nearly $8.5 in revenues. on's value lies not in plant assets, such as land and buildings, but in the knowledge capital of its employees, most of are Aon shareholders. This module considers how shareholders' investment is accounted for on a company's financ ial ents. We consider common stock features, stock options, share issuances, share repurchases, and dividend payments. on has one class of stock. Of the 750 million shares that been authorized for issuance, 385.9 million have been to date. It also has restricted stock and restricted stock • This stock is awarded to employees as incentive compen$50 . As further incentive, it offers employee stock options. This Liie explains and assesses these various forms of equity$45 compensation. Aon has repurchased over 53.6 million shares of its stock purchase price of over $2 billion. Many companies routinely rchase their common stock as it is the best use of excess When there exist no better outside investment opportu. Some companies repurchase their stock to offset the

$40

$35

2006

2008

2010

(continued on next page) 8-2

Module 8 I Equity Recognition and Owner Financing

(continued from previous page)

dilutive effect of stock-based compensation programs. This module explains and analyzes stock repurchases. The also discusses a variety of equity transactions under the general heading of equity carve-outs and convertibles. These tr tions include several methods by which companies seek to unlock hidden value for the benefit of their shareholders. Source: Aon Corporation , 2010 Form 10-K; The Wall Street Journal, January 2012.

8-4

"tion, many companies report an equity account called noncontrolling interest which the equity of minority shareholders. Exhibit 8.1 illustrates the stockholders' equity' section •s balance sheet. Aon 's balance sheet reports three equity accounts that make up contribital: common stock , additional paid-in capital, and treasury (repurchased) stock. Aon's sheet also reports two earned capital accounts: retai ned earnings and accumulated other bensive income (loss). The final component of Aon's stockholders' equity is the nonconinterest account.

0 Si: Equity Recognition and Owner Financing

:D 0

Stoc~holders ' Equity from Aon 's.Balance Sheet

c >c z,.. c;)

Nm

-

0

z

Analyzing Earned Capital

Analyzing Contributed Capital

> -I

December 31, 2010

(In millions except per share amounts)

•

Classes of Stock

•

Cash Dividends

•

Sell-Offs

•

Stock Transactions

•

Stock Dividends and Splits

•

Spin-Offs

•

Stock Compensation

•

Comprehensive Income

•

Split-Offs

Employee Stock Options

•

Foreign Currency Effects

•

Convertible Securities

•

Noncontrolling Interest

•

December 31, 2009

Common stock-$1 par value Authorized: 750 shares (issued: 2010-385.9; 2009-362 .7) ...... ... . ... . .

$ 386

Additional paid-in capital . . . . ..... .. .. . ... .. ... . .............. . .. .. . .

4,000

3,215

Treasury stock at cost {shares: 2010-53.6; 2009-96.4) . . ........ . ..... .. .

(2,079)

(3,859)

$ 363

Retained earnings ... . ................ ... . .............. . ..... . .... .

7,861

7,335

Accumulated other comprehensive loss ... .. .. ..... . .. . . .......... ... . .

(1,917)

(1,675)

Total Aon stockholders' equity ............... .. .• .. . .. . ... . . ..... . . ... Noncontrolling interest ... . ... ... .. .. . ....... .. ........ . . ....... . . . . .

8,251 55

--

Total equity .. .. ......... ...... .. . .. . . .. ........ .... ... ... ... •. .. . .

$8,306

5,379 52 -$5,431

contributed and earned capital accounts together for learning purposes; in the Aon balance sheet, these accounts are grouped by positive and balances.

A company finances its assets through operating cash flows or it taps one or both of the following sources: either it borrows funds or it sells stock to shareholders. On average, companies obtain about half of their external financing from borrowed sources and the other half from sharehol ers. This module describes the issues relating to stockholders' equity, including the accounting for stock tran sactions (sales and repurchases of stock, dividends, stock-based compensation, and convertible securities). We also discuss equity carve-outs, a process by which companies can unlock substantial shareholder value via spin-offs and split-offs of business units into separate companies. Finally, we discuss the accumulated other comprehensive income and noncontrolling interest components of stockholders ' equity. When a company issues stock to the public, it records the receipt of cash (or other assets) and an increase in stockholders ' equity, representing the shareholders' investment in the company. The increase in cash and equity is equal to the market price of the stock on the issue date multiplied by the number of shares sold. Like bonds, stockholders' equity is accounted for at historical cost . Consequently, the company 's financial statements do not reflect fluctuation s in the market price of the stock subsequ~nt to its issuance. The company's stock price results from market transactions that involve outs1~e parties and not the company. However, if the company repurchases and/or resells shares of its own stock, the balance sheet will be affected because those transactions involve the company. There is an important difference between accounting for stockholders ' equity and account.}no for transactions involvino assets and liabilities: there is never any gain or loss reported on b b the purchase and sale of a company's own stock or the payment of dividends to its shareholde~s. Instead , these "gains and losses" are reflected as increases and decreases in stockholders' equity and do not affect net income (nor earned capital, see below). The typical balance sheet has two broad categories of stockholders' equity:

1. Contributed capital These accounts report the proceeds received by the issuing compa~~ from original stock issuances . It often includes common stock, preferred stock, and ad 1tional paid-in capital. Netted against these contributed capital accounts is treasury stock, the amounts paid to repurchase shares of the issuer 's stock from its investors, less the proceeds from the resale of such shares. Col lectively, these accounts are referred to as contributed capital (or paid-in capital). 2. Earned capital This section consists of (a) retained earnings, which represent the cumula· tive income and losses of the company, less any di vidends to shareholders, and (b) accumu· lated other comprehensive income (AOCI) , which includes changes to equity that have not yet impacted income and are, therefore , not reflected in retained earnings. 8-3

- -- - - - - - - - - - - - - - -

-

alyze contributed capital , earned capital, and noncontrolling interest in order. For each n, we provide a graphic that displays the part of stockholders' equity in the balance sheet ted by the di scuss ion of that section.

LYZING CONTRIBUTED CAPITAL tributed capital represents the cumu lati ve cash inflow that the company has received from the of various classes of stock , less the net cash that it has paid out to repurchase its stock from market. The contributed capital of Aon is hi ghli ghted in the following graphic.

' Equity (In millions except per share amounts) n stock-$1 par value Authorized: 750 shares : 2010-385.9; 2009-362.7) ... . . .......... . .... .. ..... . . . onal paid-in capital. ... ... . ... .... . .. ... . ........ . .... .. .. .

December 31, December 31, 2010 2009 $ 386

$ 363

4,000

3,215 (3,859)

earnings ... . ..... . .. . ... .. ... . ............ ... ....... . .

(2,079) 7,861

ulated other comprehensive loss .. .. . ... ..• .. ................

(1,91 7)

(1,675)

Aon stockholders' equity ... ...... . ..... .... ....... . ......... . ntrolling interest . ........... . ...... .... ......... . . . . ...... .

8,251 55 -$8,306

5,379 52

ry stock at cost (shares: 2010-53.6; 2009-96.4) . . ..... .. . .. . .

equity ......................... . ........ .. . .. . . .... . . . ... .

7,335

-$5,431

10 '. ~on 's contrib~ted capital consists of par va lue and additional paid-in capital for the .9 nulhon shares of its common stock that Aon has issued . Its contributed capital is reduced the cost of treasury stock for the 53 .6 million shares that Aon has repurchased.

~e are two general classes of stock: preferred and common. The difference between the two

m the legal rights conferred upon each class.

ferred Stock ferred stock generally has preference, or priority, with respect to common stock. Two usual ferences are:

L 01 Describe and analyze accounting for contributed capital, including stock sales and repurchases , and equity-based compensation.

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Module 8 I Equity Recognition and Owner Financing

Module 8 I Equity Recognition and Owner Financing

1. Dividend preference Preferred shareholders receive dividends on their shares before co shareholders do . If dividends are not paid in a given year, those dividends are normallyfo However, some preferred stock contracts include a cumulative provision stipulati ng that forgone dividends (dividen.d s in arrears) must f!r~t be paid to p~eferred shareholders, tog with the current year 's dividends , before any d1v1dends are paid to common shareholders, 2. Liquidation preference If a company fails, its assets are sold (liquidated) and the proceeds paid to the creditors and shareholders, in that order. Shareholders, therefore , have a greater of loss than creditors. Among shareholders , the preferred shareholders receive payment in before common shareholders . This liquidation preference makes preferred shares less risky common shares. Any liquidation payment to preferred shares is normally at par value, alth sometimes the liquidation is spec ified in excess of par; called a liquidating value. To illustrate the typical provi sions contained in preferred stock agreements, consider the folio ing stockholders' equity and related footnote di sclosure from Fortune Brands, Inc. (201 0 10-

2010

December 31 (in millions, except per share amounts)

2009

Fortune Brands stockholders' equity

Paid-in capital . .... ..... .. ...... .. ....... ... ... ..... . · · · . .. . · · Accumulated other comprehensive loss .. . .. .. .... ....... ........ . . Retained earnings ... ..... ................. . . . . .... .. .. . ..... . . Treasury stock, at cost ..... . .. . . . .. . ... .. ...................... .

4.9 734.0 820.2 (172.0) 7,499.3 (3,2 15.3)

Total Fortune Brands stockholders' equity ... . ..... . ....... . ...... . . . Noncontrolling interests .. ... ... . .... .. . . .. . ......... . ... . . .... . .

5,671.1 16.9

5,092.4 13.3

Total equity ... . ..... ....... .. ..... ..... .. ......... ... ........ .

$5,688.0

$5,105.7

$2.67 convertible preferred stock ...... . ... . . . .... . ..... . .... .. .. . Common stock, par value $3 .125 per share, 234.9 shares issued ....... .

$

5.2 734. 0 755.6 (211. 8) 7' 135.4 (3,326.0)

Following are several important features of Fortune Brands' convertible preferred stock:

•

• •

•

ne Brands has an option to redeem each share at a price of $30.50; upon redemption, preferred shareholder will receive that cash amount and will surrender that share to the pany. Brands' convertible preferred shares carry a dividend $2.67 per share. This preferred divimpares favorably with the $0.76 of dividends per share paid to its common shareholders O (which is a ret~m ~f 1.26% based on year-end stock price of $60.25). Generally, preferred can be an attractive investment for shareholders seeking higher dividend yields, especially tax. laws wholly or partially exempt such dividends from taxation. (In comparison, interest nts received by debt holders are not tax exempt.) addition to the sorts of conversion features outlined above, preferred shares sometimes a participation f eature that allows preferred shareholders to share ratably with common lders in dividends . The di vidend preference over common shares can be a benefit when nd payments are meager, but a fixed dividend yield limits upside potential if the company s exceptionally well. A participation feature can overcome this limitation. .

$

$2.67 Convertible Preferred Stock-Redeemable at Company's Option We have 60 million authorized shares of Preferred stock. There were 160,729 and 171,138 shares of the $2 .67 Convertible Preferred stock issued and outstanding at December 31 , 2010 and 2009, respectively .. . The holders of $2.67 Convertible Preferred stock are entitled to cumulative dividends, three-tenths of a vote per share together with holders of common stock (in certain events, to the exclusion of the common shares), preference in liquidation over holders of common stock of $30.50 per share plus accrued dividends and to convert each share of Convertible Preferred stock into 6.601 shares of common stock . . . Holders converted 10,409 and 7 ,366 shares of Preferred stock into common stock during 201 O and 2009, respectively. The Company may redeem the Convertible Preferred stock at a price of $30.50 per share, plus accrued dividends. The Company paid cash dividends of $2.67 per share of Preferred stock in the aggregate amount of $0.4 million in the year ended December 31, 201 o and $0.5 million in each of the years ended December 31, 2009 and 2008.

•

pie, in dividends and liquidation) as well as the $2.67 of dividends per share . Instead, shareholder is now able to participate in the wealth creation of the company with unlimupside potential both for dividends and share price appreciation.

Preferred stock is typically reported before common stock to indicate that these shareholders will receive payments (dividends or payments if the company is liquidated) before common shareholders. Holders of convertible preferred stock are entitled to $2.67 dividends per share; during 20 I0 , the company paid dividends on preferred shares amounting to $429,146 , computed as 160 ,729 shares X $2.67 , which Fortune Brands rounds off to $0.4 million in the footnote . Each share of convertible preferred stock is entitled to 3/ 10 of a vote per share . Holders of convertible preferred stock have a preference in liquidation over common sha_re· holders amounting to $30.50; this means that they receive $30.50 per share in liquidation before common shareholders receive a payment. Each share of convertible preferred stock is convertible into 6.60 l shares of common stock. Upon conversion the preferred shareholder tenders preferred shares to the company and ' w receives 6.60 I shares of common in return for each preferred share tendered. Subsequent conversion, then , the shareholder loses preferences accorded to preferred shareholders (for

Preferred Stock Under IFRS er IFRS, preferred stock (called preference shares) is classified according to its underlying chareristics. Preference shares are classified as equity if they are not redeemable, or redeem able at option of the issuer. Preference shares are classified as liabilities if the company must redeem shares (mandatorily redeemable) or if they are redeemable at the option of the shareholder. unting for payments to preference shareholders follows from the balance sheet classifica: cash paid out is recorded as interest expense or dividends, when the shares are classified as ilities or equ ity, respectively. Under US GAAP, preferred stock is classified as equity and cash d out to preferred shareholders is classified as a dividend.

has one class of common stock, Class A, which has the following important characteristics: Aon 's Class A common stock has a par value of $ 1 per share. Par value is an arbitrary amount set by company organizers at the time of company formation and has no relation to or impact on , the stock's market value. Generally, par value has no substance from a financiai reporting perspective (there are some legal implications, which are usually minor) . Its main impact is in specifying the allocation of proceeds from stock issuances between the two contributed capital accounts on the balance sheet: common stock and additional paid-in capital as we describe below. ' Aon ha~ 750 million shares of stock that have been authorized for issuance. The company cannot issue (sell) more shares than have been authorized . So , if more shares are needed , say for an acquisition or for one of its various stock purchase programs , it must first 0aet additional authorization by its shareholders.

!o date, Aon's management has issued (sold) 385 .9 million shares of stock. The number of issued shares is a cumulative amount. As of 2009, Aon had issued 362.7 mi ll ion shares of stock and it issued an additional 23.2 million (385.9 million - 362.7 million) shares in 2010. Aon has repurchased 53 .6 million shares from its shareholders at a cumulative cost of $2 079 million. These shares are currently held in the company's treasury, hence the name trea~ury stock. These shares neither have voting rights nor do they receive dividends. The number of outstanding shares is equal to the issued shares less treasury shares. There Were 332.3 million (385.9 million - 53 .6 million) shares outstanding at the end of2010.

alyzing Stock Transactions a~alyze the accounting for stock transactions in this section, including the accounting for k issuances and repurchases.

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Module 8 I Equity Recognition and Owner Financing

8-7

Module 8 I Equity Recognition and Owner Financing

Stock Issuance

Stock Issuance and Stock Returns

Companies issue stock to obtain cash and other assets for use in their business. Stock iss increase assets (cash) by the issue proceeds: the number of shares sold multiplied by the of the stock on the issue date. Equity increases by the same amount, which is reflected in tributed capital accounts. If the ~t~ck has .a par value, the comm·o·n stock ~c~ount increases. the number of shares sold multiplied by its par value. The add1t10nal pa1d-m capital ac increases for the remainder. Stock can also be issued as "no-par" or as "no-par with a 8 value." For no-par stock, the common stock account is increased by the entire proceeds of sale and no amount is assigned to additional paid-in capital. For no-par stock with a s value, the stated value is treated just like par value, that is, common stock is increased by number of shares multiplied by the stated value, and the remainder is assigned to the additi paid-in capital account. To illustrate, assume that Aon issues 100,000 shares of its $1 par value common stock a market price of $43 cash per share. This stock issuance has the following financial statem effects: Income

Balance Sheet

UabH· ltles Cash

4.300,000 100,000 4,200,000 APIC

cs

Cash

4 ,300,000

I

cs

I 100.000

APIC

I 4,200.000

+4,300,000 Issue 100,000 common shares with $1 par value for $43 cash per share

Contrlb. Earned + Capita! + Capital

Rev-

Expen-

enues

ses

+ 100,000 Common Stock

=

=

+ 4,200,000 Additional Paid-In Capital

·----------- ----------- ---------------------------------------------------------------------------------------------

-

Specifically, the stock issuance affects the financial statements as follows:

1. Cash increases by $4,300,000 (100,000 shares X $43 per share) 2. Common stock increases by the par value of shares sold (100,000 shares X $1 par value= $100,000) 3. Additional paid-in capital increases by the $4,200,000 difference between the issue proceeds and par value ($4,300,000 - $100,000) Once shares are issued, they are traded in the open market among investors . The proceeds of those sales and their associated gains and losses , as well as fluctuations in the company's stock price subsequent to issuance, do not affect the issuing company and are not recorded in its accounting records. Refer again to the following report of common stock on Aon's balance sheet: IFRSAlert Stock terminology commonly differs between IFRS and GAAP. Under IFRS, common stock is called share capital and additional paid-in capital (APIC) is called share premium . Accounting for these items is identical under both systems.

8-8

h shows that, historically, companies issuing equity securities experience unusually low stock for several years following those offerings. Evidence suggests that this poor performance is due to overly optimistic estimates of long-term growth for these companies by equity analysts. optimism causes offering prices to be too high. This over-optimism is most pronounced when _,, 8 1yst is employed by the brokerage firm that underwrites the stock issue. There is also evithat companies manage earnings upward prior to an equity offering. This means the observed se in returns following an issuance likely reflects the market's negative reaction , on average, wer earnings, especially if the company fails to meet analysts' forecasts.

Repurchase as repurchased 53 .6 million shares of its common stock for a cumulative cost of $2,079 . One reason a company repurchases shares is because it believes that the market underthem. The logic is that the repurchase sends a favorable signal to the market about the y's financial condition that positively impacts its share price and, thus, allows it to resell shares for a "gain ." Any such gain on resale is never reflected in the income statement. , any excess of the resale price over the repurchase price is added to additional paid-in . GAAP prohibits companies from reporting gains and losses from stock transactions with own shareholders. other reason companies repurchase shares is to offset the dilutive effects of an employee option program . When an employee exercises stock options, the number of shares outstandincreases. These additional shares reduce earnings per share and are, therefore, viewed as 've. In response , many companies repurchase an equivalent number of shares in a desire to outstanding shares constant. A stock repurchase reduces the size of the company (cash declines and, thus, total assets line). A repurchase has the opposite financial statement effects from a stock issuance. That sh is reduced by the price of the shares repurchased (number of shares repurchased multiby the purchase price per share), and stockholders' equity is reduced by the same amount. reduction in equity is achieved by increasing a contra equity (negative equity) account ed treasury stock, which reduces stockholders' equity. Thus , when the treasury stock conequity account increases , total equity decreases . When the company subsequently reissues treasury stock there is no accounting gain or loss. ad, the difference between the proceeds received and the original purchase price of the treastock is reflected as an increase or decrease to additional paid-in capital. To illustrate, assume that 3 ,000 common shares of Aon previously issued for $43 are repured for $40. This repurchase has the following financial statement effects: Balance Sheet Cash

(In mUHona except for share amounts)

2010

Asset

Common stock-$1 par value Authorized: 750 shares (issued: 2010-385.9; 2009-362 .7) . ... ..... ... . .

$ 386

$ 363

Additional paid-in capital . . . . .. ... .. .... .... . . .... .... ... . . ... . . . ... .

4,000

3,215

Aon common stock, in the amount of $4,386 million, equals the number of shares issued multi· plied by the common stock's par value: 385.9 million X $1 = $385.9 million (rounded to $38? million) . Total proceeds from its stock issuances are $4,386, the sum of the par value and additional paid-in capital. This implies that common shares were sold, on average, for $11.37 per share ($4,386 million I 385.9 million shares).

u:~~~: ;~~~oo - 1

$40 cash share

+

Noncash = Assets

Liabllltles

+

Income Statement Contrlb. Capital

-~,;~~~o

+

Rev-

Earned Capital

enues

Expen-

ses

=

Net Income TS

(

Stock

------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------·

ssets (cash) and equity both decrease . Treasury stock (a contra equity account) increases by 120,000, which reduces stockholders' equity by that amount. Assume that these 3,000 shares are subsequently resold for $42 cash per share. This resale of asury stock has the following financial statement effects:

Cash

120.000 120,000 TS

120,000

I

Cash

I

120,000

8-9

Module 8 I Equity Recognition and Owner Financing

Module 8 I Equity Recognition and Owner Financing

Balance Sheet

Cash Transaction Cash 126,000 TS 120,000 APIC 6.000 Cash 126,000

I TS

I 120.000 APIC

I 6.ooo

Asset

Noncash

+ Assets

Reissue 3,000 treasury (com+ 126,000 Cash mon) shares for $42 cash per share

IFRS Alert Accounting for stock repurchases under IFRS is similar to GAAP except that IFRS provides little guidance on how to allocate the treasury stock to equity accounts. Thus, repurchases can be recorded as an increase to treasury stock, or as a decrease to common stock and APIC (share capital and premium), retained earnings (reserves), or some combination .

=

Llablllties

+ Contrlb. + Earned Capital Capital

Rev-

enues

sea

+ 120,000 Treasury Stock

=

-

+ 6,000 Additional Paid-In Capital

Cash assets increase by $126,000 (3,000 shares x_ $42 per sh~e), th_e treasury stock account reduced by the $120,000 cost of the treasury shares issued (thus 1~creasm~ contributed capital), the $6,000 e~cess (3.'00? shares X $2 per share) 1s reported as an increase m additional paid-in ~al. (If the reissue pnce 1s below the repurchase price, then additional paid-in capital is reduced 1t reaches a zero balance, after which retained earnings are reduced.) Again, there is no effect 0 income statement as companies are prohibited from reporting gains and losses from repurchase n reissuances of their own stock. s The treasury stock section of Aon 's balance sheet is reproduced below:

(In thousands except for share amounts)

2010

Treasury stock at cost (shares: 2010 - 53.6; 2009 - 96.4) ........... . .... .

$(2,079)

A?n. has repurchased a cumulative total of 53 .6 million shares of its common stock fo r $2,079 m1ll10n, an average repurchase price of $38.79 per share. This compares with total contributed capital of $4,386 million , see Exhibit 8 .1. Thus, Aon has repurchased about 47 % of its original contributed capital in dollar terms, which represents 14% of contributed capital in terms of shares (53 .6 million I 385.9 million). Although some of Aon's treasury purchases were to meet stock option exercises , it appears that most of these purchases are motivated by a perceived low stock price by Aon management. ANALYSIS DECISION

You Are the Chief Financial Officer

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As CFO , you believe t hat your company 's stock price is lower th an its real value. You are considering various alternatives to increase t hat price, including the repu rc hase of com pany stock in the m arket. What are some factors you should consider before making your dec ision? [Answer, p. 8-30(

Analyzing Stock-Based Compensation Common stock has been an important component of executive compensation for decades. The general idea follows: If the company executives own stock they will have an incentive to increase its value. This aligns the executives' interests with those of other shareholders. Although the strength of thjs alignment is the subject of much debate , its logic compels boards of directors of most American companies to use stock-based compensation .

Employee Stock Options One popular incentive plan is to give an employee the right to purchase common stock at a prespecified price for a given period of time . This is called a stock option plan. Options allow employees to purchase a predetermined number of shares at a fixed price (called the exercise price or strike price) for a specified period of time. Because there is a good chance of future stock price increases, options are valuable to employees when they receive them, even if the exercise price is exactly equal to the stock's market price the day the options are awarded. The intrinsic value of an option is the difference between the current stock price and the option's strike price. When an option is issued with a strike price equal to the current stock price, which is common practice among U.S. companjes, the option has a $0 intrinsic value.

ies use employee stock options (ESO) as a means to compensate employees and to the interests of employees and shareholders. The notion is that employees will work increase their company's stock price when they can benefit directly from future price Because an employee with stock options can purchase stock at a fixed price and resell vaili ng (expectedly hi gher) market price, the options create the possibility of a future · e cash compensation , options give employees the same incentives as shareholders-to stoek price . the past 30 years, use of stock options has skyrocketed and options now make up the any ex~cutive compensation packages. Despite their popularity, stock options have a 111 -they can create incentives for employees to increase stock price at any cost and by s, including misstating earnings and engaging in transactions whose sole purpose is to stoek price. Options can also induce managerial myopia-managers want stock price to , at least until they can exercise their options and capture their gai ns. ')recently, companies were not required to record the value of stock options as compenexpense. Previous GAAP (APB 25) held that options had value only to the extent that the ined purchase price (exercise price) was less than the market stock price on the date that 'ons were granted to the employee. If a company sets the exercise price equal to the market the date of grant, the view was that nothing of value had been given to the employee. This that no compensation expense was ever reported on such options. This reduced the quality rted earnings because companies sheltered their income statements merely by setting the price equal to the market price of the stock on the date of grant. Analysts and investors ng expressed serious concerns about accounting for stock options and the amount of unrecompensation expense tied to options. nder considerable pressure and controversy, the FASB issued a pronouncement (SFAS ) that applies to stock options granted after 2005. Under the pronouncement, companies expense the fair value of options and recognize an equivalent increase in stockholders' (to the additional paid-in capital account). o illustrate the accounting for stock options, assume that Aon grants an employee 100,000 options with a strike price of $26, which will vest over a four-year period. The vesting is the time over which an employee gains ownership of the shares, commonly over to seven years. Employees usually acquire ownership ratably over time, such as 1/4 each over four years, or acquire full (100%) vesting after the vesting period ends, called cliff ·ng. Under SFAS L23R , Aon recognizes the fair value of the stock options granted over the loyees' service period (generally interpreted as the options' vesting period). A fi rst step, then, is to determine the "fair value" of the option. SFAS 123R does not ify the method companies must use to estimate fair value, but most companies use the k-Scholes model to estimate the value of exchange-traded options. This model, developed professors Fischer Black and Myron Scholes , has six inputs, two of which are observable company's current stock price and the option's strike price). Companies must estimate the er fo ur model inputs: option life , risk-free interest rate , stock price volatility, and dividend yout rate. These six inputs yield an estimate of the option's fair value. It is important we gnize that management se lects the model inputs and, thus, can exercise some discretion er the reported fair value. The option's value computed using Black-Scholes increases with estimated option life , risk-free interest rate, and stock price volatility; it decreases with estimated dividend payout. (Free online Black-Scholes option calculators abound, which plifies fair value estimation.) For analysis purposes , we can partly assess the quality of the ported fair values by comparing a company's model inputs to industry standards and to hisrical measures (of stock price volatility, for example). Some companies have recently switched from the common Black-Scholes model to a more mpljcated binomjal (or lattice-binomial) valuation method (currently fewer than 1,000 of the 7,000 publicly-traded U.S. companies use the binomial method) . The basic mathematics of the lack-Scholes and binomial methods are identical , but the binomial method allows companies insert additional assumptions into Black-Scholes and some claim that this provides a more curate fair value. It also generally provides a lower fair value estimate than the Black-Scholes ode!, thus reducing the expense related to the options Returning to our Aon example, assume that the Black-Scholes fair value of the L00 ,000 ptions granted is $1,000,000. Thus , Aon records fair value compensation expense of $250,000

8-10

Module 8 I Equity Recognition and Owner Financing

8-11

Module 8 I Equity Recognition and Owner Financing

each year (fair value of $1,000,000 spread over the four-year vesting period) and its addj paid-in capital increases by $250,000 each year (or $1,000,000 over the four years). Tw 0 are worth noting. First, Aon expenses the entire fair value of the options granted ($l regardless of whether the employee actually exercises the options . Second, subsequen~ in the options' value are not recognized in financial statements. Thus, the stock option~ and the increase to additional paid-in capital reflect the ESO fair value measured at the gr~ As with any expense, there are tax consequences to stock option expense. That is, net in is aff~cted on an a~ter-tax basis-each doll.ar .of e~pense is offset by a reduction in tax expe Granting stock options creates a book-tax tlmmg difference because the expense is recogni the income statement at the grant date but is deductible for income tax purposes at the exe date (see Module 5 for more details about book-tax timing differences) . The general app is that a deferred tax asset is recorded at the statutory rate for this timing difference. This diffi ence reverses when the options are exercised. (Most companies grant nonqualified stock opti (NQSOs) , which are taxed like other compensation but not until the options are exercised; w NQSOs are exercised, the options' intrinsic value is taxed as ordinary income to the employee the employer takes a corresponding tax deduction for the intrinsic value.) Continuing with our Aon example, the company reports a deferred tax asset to recog · the future tax deduction of the compensation payment. Specifically, Aon reports a deferred 1aJl benefit of $87 ,500 ($250,000 X 0.35) in each of the four years of the vesting period to reflect the expected reduction in future tax liability when the options are exercised. Thus, the after-tax stock option compensation expense is $162 ,500 (computed as $250,000 - $87 ,500). Each year Aon increases the deferred tax asset account (on the balance sheet) by $87,500 . The balan~ grows until the fourth year when the deferred tax asset balance is $350 ,000. When the employee exercises the options and Aon realizes the tax benefits , the company reduces taxes payable and reverses the deferred tax asset previously set up. 1 The financial statement effects template would record these transactions as follows in each of the four years of the vesting period. Balance Sheet

Transaction WE

250,000

WE

I DTA

I

a7,5oo

TE

I

+

Years 1,2,3,4: Grant 100,000 stock options wit h fai r value of $10 per share, vesting over 4 years

OTA 87,500 TE 87,500 APIC 250,000

250.000

Cash Asset

87,500

Noncash = Assets

UabH·

ltles

+

Income Statement Contrlb. Capital

+

Earned Capital

+ 87,500

+ 250,000

- 162,500

Deferred Tax Asset

Additional Paid-In Capital

Retained Earnings

=

Rev-

Expen-

enues

ue of $10.37 per share. The company also reports how many of its options outstanding dy vested and could potentially be exercised. (Recall that outstanding options affect the y's diluted EPS calculation, see Module 5.) k Compensation Costs The Company recognizes compensation expense for all sharepayments to employees, including grants of employee stock options and restricted stock and cted stock units (" RSU s"), as well as empl oyee stock purchases related to the Employee Stock ase Plan , based on estimated fair value. Stock-based compensation expense recognized durthe period is bqsed 011 thEJ va!~e of the portion of stock-based payment awards that is ultimately ed to vest during the period, based on the achievement of service or performance conditions. use the stock-based compensation expense recognized is based on awards ultimately expectto vest, it has been reduced for estimated forfeitures. Forfeitures are estimated at the t ime of t and revised , if necessary, in subsequent periods if actual forfeitures differ from those estimates.

k Options Options to purchase common stock are granted to certain employees at 100% market value on the date of grant. Commencing in 2010, the Company stopped granting stock ·0 ns with the exception of historical contractual commitments ... Aon uses a lattice-binomial ion-pricing model to value stock opt ions. Lattice-based option valuation models utilize a range assumptions over t he expected term of the options . .. The weighted average assumptions, the . weighted average expected life and estimated fair value of employee stock options are summarized

as follows : 2010

2009

All Other Options

LPP

SSP

Options

Options

Weighted average volatility . .. .. Expected dividend yield ... . .. . Risk-free rate .. ... .. . . .. . . . .

28.5% 1.6% 3.0%

35.5% 1.3% 1.5%

34.1% 1.5% 2.0%

Weighted average expected life, in years . . ... ..... . .. . .

6.1

4.4

5.6

$12 .19

$11 .82

Weighted average estimated fair value per share . .. . .... . $10.37

2008

All Other Options

Key Executives

Employees

29.4% 1.3% 3.2%

29.9% 1.4% 3.0%

6.5

5.1

5.7

$12.34

$11.92

$12.87

32.0% 1.5% 2.6%

+ 250,000 Wages Expense

=

- 87,500

- 162,500 Net Income

of the status of Aon's stock options and related information follows (shares m

Tax Expense

APIC

I

Cash APIC

250.000 2,600,000 2,600.000

At exercise: 100,000 stock + 2,600,000 Cash o ~ s exercised at a $26 exercise price

Cash

2.600.000

I

APIC

I 2,600,000 TP

350,000 DTA

TP

I

350.000 DTA 3so,ooo

=

Additional Paid-In Capital

=

·------------------------------------------------------------------------------------------------------------------ ------"

350,000

I

+ 2,600,000

,

At exercise: - 350,000 -350,000 Tax effect of Deferred Taxes the exercised Tax Asset Payable stock options ________________________________________________ ,______ _____ ________________ _______________________________________ _

..

= --------- ------------------------·--------------·--·-·

Aon 's following footnote discloses many details of its stock option activities . Aon reports that 143 ,000 options were granted in 2010 with an average strike price of $38.00. These options had

1 The tax benefit the company receives is based on the options ' intrinsic value (current stock price less strike price) on the exercise date. Often, the exercise-date intrinsic value is greater than the grant-date fair value. Recall that deferred taxes are recorded based on grant-date fair value. Thus, the tax benefit received is often larger than the deferred tax asset on the company 's balance sheet. In that case, any tax benefit in excess of the deferred tax asset is included in additional paid-in capital and not in net income. The excess tax benefit is classified as cash from financing activities on the statement of cash flows .

2010

2009

2008

WeightedAverage Exercise Price Per Shares Share

WeightedAverage Exercise Price Per Shares Share

Weighted· Average Exercise Price Per Shares Share

Beginning outstanding .. .. ... .... . . 15,937 Options issued in connection with the Hewitt acquisition . .. . . .. . . .. . 4,545 Granted ..... . . . ... . . . . .. .... . . 143 Exercised . ... ..... .. . .. ....... (6,197) Forfeited and expired . . .. . . . . .. . . (509)

$33

19,666

$31

26,479

$31

22 38 27 35

1,551 (4,475) (805)

38 27 38

1,539 (6,779) (1 ,573)

44 30 41

Outstanding at end of year .. .. .. . ...

13,919

32

15,937

33

19,666

31

Exercisable at end of year . . ... . . .. .

11,293

30

9,884

31

10,357

30

Shares available ·for grant. . .. ...... . 22,777

8,257

8,140

8-12

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Module 8 I Equity Recognition and Owner Financing

Module 8 I Equity Recognition and Owner Financing

Option grants and option exercises both affect the statement of cash flow s. At grant th no cash inflow or outflow. However, the noncash stock option compensation expense is back as a reconciling item in the operating section of the statement of cash fl ows (indirect od) . Aon reported an add-back on its 20 I0 statement of cash flows of $221 million. An interesting, often underappreciated, fact is that stock option expense pervades the in statement. Below is a footnote from Cisco System 's 2010 10-K that details the allocation of stock option expense to cost of sales, research and development, sales and marketing expenses general and administrative expenses. ' Expense and Valuation Information for Share-Based Awards Share-based compensation expense consists primarily of expenses for stock options, stock purchase rights, restricted stock and restricted stock units granted to employees. The following table summarizes share-based compensation expense (in millions):

Years Ended Cost of sales-product .. . . .. . .. .......... . .. . . . . . Cost of sales-service .. . . .. .. . . . .. . . ..... ..... .. .

July31, 2010

$

57 164

2009 46 128

ummarY of the status of Aon 's non-vested stock awards follows (shares in thousands).

2009

2010

-vested at beginning of year .. .. nted . .. · .. · .... .. .... .. .. .. ed ... . .. . . ... . .. . - . . ... . ...

2008

Shares

Fair Value(1)

Shares

Fair Value(1)

Shares

Fair Value(1)

12,850 5,477 {6,938) (715)

$36 39 35 35

14,060 5,741 (6,285) (666)

$35 38 35 37

14,150 4,159 (3,753) (496)

$31 42 28 (34)

10,674

$38

12,850

$36

14,060

$35

Represents per share weighted average fair value of award at date of grant.

ormation regarding Aon's performance-based plans as of December 31 , 2010, 2009 and 2008 nows (shares in thousands, dollars in millions):

July 25,

$

8-14

$

40 108

Share-based compensation expense in cost of sales . . . .

221

174

148

Research and development . ... . ... .. . ....... . . .. . . Sales and marketing . ... . . ... . . . . .. . .......... . . . . General and administrative . ... . . . . . . .. . .. .. .. . .... .

450 536 310

382 441 234

339 438 187

Share-based compensation expense in operating expenses .... . ....... . . . .... . ..... . ...... . .

1,296

1,057

964

Total share-based compensation expense . . . . .. . .... .

$1 ,517

$1 ,231

$1,112

Rest ricted Stock and Restricted Stock Units Many companies, including Aon, compensate employees with restricted stock instead of with stock options . Increasingly, fums have moved away from stock options in favor of restricted stock as compensation for several reasons . First, stock options were seen as creating excess compensation during recent stock-market booms. Second , stock options can create incentives for managers to take on excessive firm risk because the value of an option increases with firm risk. Restricted stock does not create such severe risk-taking incentives. Third , there are certain tax advantages to restricted stock vis-a-vis stock options . Under a restricted stock plan , the company transfers shares to the employee, but the shares are restricted in that they cannot be sold until the end of a vesting period . Restricted stock units differ from restricted stock in two key ways: first, the company does not distribute shares of stock to employees until certain conditions are met; and second , the number of shares ultimately given to employees is typically a function of their performance relative to specified targets . Aon describes its restricted stock unit plan as follows :

Potential RSU s to be issued based on current performance levels .... . . Unamortized expense, based on current performance levels . . . .. . .. . .

2010

2009

2008

6,095 $69

7,686 $154

6,205 $82

The fai r value of awards that vested during 2010, 2009 and 2008 was $235 million, $223 million, and $107 million, respectively.

e accounting for restricted stock and restricted stock units is similar to that which we ribe for stock options. Specifically, compensation expense is recognized at an amount equal e value of the shares given to employees as those shares are earned. The consequent decline tained earnings is offset by an increase in paid-in capital. Stockholders ' equity is, therefore, ected. Accounting for restricted stock is illustrated in the following template: Balance Sheet

cash Asset

+ Noncash Assets

=

Uabilitles

+

Income Statement

Contrib. Cspltal

+

Earned

Rev-

Cspltal

enues

Expen- = ses

Net Income DC

3.000

cs

1,000 2,000

+ 1,000

APIC

Common Stock

3.ooo I cs

DC

I

+ 2,000

=

Addttional Paid-In Capital

1,000

APIC

I

2.000

- 3,000 Restricted stoc k unit awards Employees may either receive service-based restricted stock units ("RSUs") or performance-based awards, which ultimately result in the receipt of RSUs, if the employee achieves his or her objectives ... We account for service-based awards by expensing the total award value over the service period. We calculate the total award value by multiplying the estimated total number of shares to be delivered by the fair value on the date of grant ... Performance-based RSUs may be immediately vested at the end of the performance period or may have a future additional service period. Generally, our performance awards are fixed, which means we determine the fair value of the award at the grant date, estimate the number of shares to be delivered at the end of the performance period, and recognize the expense over the performance or vesting period , whichever is longer . . . During 2010, the Company granted approximately 1.6 million shares in connection with the completion of the 2007 Leadership Performance Plan (" LPP") cycle and 84,000 shares related to other performance plans. During 2010, 2009 and 2008, the Company granted approximately 3.5 million, 3.7 million and 4.2 million restricted shares, respectively, in connection with the Company's incentive compensation plans.

Deferred Compensation

500

WE

DC

=

+ 500

- 500

+ 500

Deferred Compensation

Retained Earnings

Wage Expense

500 WE

=

e company records the restricted stock grants as a share issuance exactly as if the shares were Id. That is , the common stock account increases by the par value of the shares and additional id-in capital increases for the remainder of the share value. However, instead of cash received, e company records a deferred compensation (contra equity) account for the value of the shares

- 500

500

I DC 500

8-15

Module 8 I Equity Recognition and Owner Financing

Module 8 I Equity Recognition and Owner Financing

that have not yet been issued . This reduces equity. Thus, granting restricted shares leaves th e dollar amount of equity unaffected. Subsequently, the value of shares given to employees is treated as compensation e and recorded over the vesting period . Each year, the deferred compensation account is by the vested shares and wage expense is recorded, thus reducing retained earnings. Total ty is unaffected by this transaction as the reduction of the deferred compensation contra eeq. account (thereby increasing stockholders ' equity) is exactly offset by the decrease in ret ~lli earnings . The remaining deferred compensation account decreases total stockholders' eat . until the end of the vesting period when the total restricted stock grant has been recogniz:1 wage expense . Equity is, therefore , never increased when restricted stock is issued . As of20 IO Aon reports that "Unamortized deferred compensation expense , which includes both opf and awards, amounted to $254 million as of December 31, 2010, with a remaining weigh~~ average amortization period of approximately 2 .0 years."

r:r

MID-MODULE REVIEW 1

ds in many forms, including property (land, for example) or additional shares of stock . We both cash and stock dividends in this section. Earned capital also includes the positive or e effects of accumulated other comprehensive income (AOCI). The earned capital of Aon ighted in the foll owing graphic. December 31, December 31, 2010 2009

(In milllons except per share amounts) stock-$1 par value Authorized: 750 shares : 2010-385.9; 2009- 362.7) . .. .. . . ... . . . .. . . .. . . . . . . .... . paid-in capital . .... . . . . . ....... . .... . . . . ... . .. . .. . .... . stock at cost (shares: 201 0-53.6; 2009-96.4) . . .. . . . . . ...... .

ated other comprehensive loss . ...... . . .. . . . . . . . . . . . . .. . .

$ 386 4,000 (2,079) 7,861 (1,917)

$ 363 3,2 15 (3,859) 7,335 (1 ,675)

stockholders' equity .. .. . .... . .. . . . . . ..... .. ......... . .. . lling interest . . . ....... ... . . .. . . . .. . . . . . . . ... . .. ..... . . .

8,251 55

5,379 52

earnings ............... ... ... . ........... .• ..... ... ..

-

uity ....... . ... . ..... . ... . ..... . . ....... . .. . . . ... ..... . .

Part 1 Assume that Accenture (ACN) reported the fo llowing transactions relating to its stock accounts in 2012. Jan 15 Issued 10,000 shares of $5 par value common stock at $17 cash per share Mar 31 Purchased 2 ,000 shares of its own common stock at $15 cash per share. June 25 Reissued 1,000 shares of its treasury stock at $20 cash per share. Use the financial statement effects template to identify the effects of these stock transactions.

8 -16

-

--

$8,306

$5,431

contributed and earned capital accounts together for learning purposes; in the Aon balance sheet, these accounts are by positive and negative balances.

y companies, but not all, pay dividends. Their reasons for dividend payments are varied. t dividends are paid in cash on a quarterly basis. Aon makes the following disclosure relating

Part 2 Accenture reports the following table in its 10-K, which is related to its stock compensation plan.

Number of Options

Weighted Average Weighted Remaining Average Contractual Aggregate; Intrinsic Exercise Term (In Years) Value Price

Options outstanding as of August 31, 2009 ........ . Granted . . .. ...... ...... . . . .. ..... .. . . . . . . . Exercised .. . . .. . .. .. . . . ....... . .. .. . .. . .. . Forfeited ...... .. . . . ... . ... .. . . . . . ... . .. . . .

29,040,084 16,539 (8,010, 117) (126,444)

$19.35 40.87 18.63 21.72

3.6

$412,098

Options outstanding as of August 31 , 2010 . .. . .. .. .

20,920,062

19.63

2.6

356,341

Options exercisable as of August 31, 2010 ........ . Options exercisable as of August 31, 2009 ... .. .. . . Options exercisable as of August 31, 2008 . . . .... . .

20,386,549 28,150,454 32 ,789,179

19.42 19.11 18.69

2.5 3.4 4.3

351,374 406,360 745,341

'vidends in its 2010 10-K : Dividend Duri ng 2010, 2009 , and 2008, Aon paid dividends on its common stock of $175 million, $165 million and $171 mi llion, respectively. Dividends paid per comm on share were $0.60 for each of the years ended December 31, 201 0, 2009, and 2008.

iders c losely monitor dividend payments. It is generally perceived that the level of dividend yments is related to the company's expected long-term recurring income . Accordingly, dividend ases are usually viewed as positive signals about future performance and are accompanied stock price increases. By that logic, compan ies rarely reduce their dividends unless absolutely ssary because dividend reductions are often met with substantial stock price declines.

ancial Effects of Cash Dividends h di vidends reduce both cash and retained earnings by the amount of the cash dividends paid . illustrate, assume that Aon declares and pays cash dividends in the amount of $10 mi ll ion. The ancial statement effects of this cash dividend payment are as fo llows:

Required Average Exercise Price"? b. Explain how the compensation cost related to the options above is recognized in financial statements. The solution is on page 8-48.

Income Statement

Balance Sheet

a. Explain the terms "Granted," "Exercised," and "Forfeited." What is the meaning of "Weighted Cash Asset

~~~i i n in cash Vidend s

+

Noncash = Assets

Llabllltles

+

Contrlb. Capital

+

Rev-

Earned Capital

enues

-

Expen-

see

Net

= Income RE

- 10 mil. Cash

=

- 10 mi l. Retained

(

=

Earnings

-------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------LO 2 Explain and analyze accounting for earned capital, including cash dividends, stock dividends, and comprehensive income.

ANALYZING EARNED CAPITAL We now turn to the earned capital portion of stockholders' equity. Earned capital represents the cumulative profit that the company has retained. Recall that earned capital increases each period by income earned and decreases by any losses incurred. Earned capital also decreases by dividends paid to shareholders . Not all dividends are paid in the form of cash. Companies can pay

ividend payments do not affect net income . They directly reduce retained earnings and bypass e income statement. Dividends on preferred stock have priority over those on common stock, including unpaid prior ~ears' preferred dividends (called dividends in arrears) when preferred stock is cumulative. To illustrate, assume that a company has 15,000 shares of $50 par val ue, 8% preferred stock outstanding;

Cash

10mit. 10 miL RE

1omn.

I

Cash

I

10m11.

8-17

Module 8 I Equity Recognition and Owner Financing

Module 8 I Equity Recognition and Owner Financing

assume that the preferred stock is cumulative , which means that any unpaid dividends cum must be paid before common dividends . The company also has 50,000 shares of $5 par va~ mon stock outstanding. During its first three years in business, assume that the company ue $20 ,000 dividends in the first year, $260,000 of dividends in the second year, and $60,00Q of dends in the thjrd year. Cash dividends paid to each class of stock in each of the three years fo

Analysis of Stock Dividend Effects

of Outstanding Distributed

Retained Earnings

Preferred Stock Year 1-$20,000 cash dividends paid Current-year dividend (15, 000 shares x $50 par x 8%; but only $20,000 paid, leaving $40,000 in arrears) . . . . ...... . .. . . .... $20,000 Balance to common . . . . ........... . . . . .. . .. ........ . . . . .. .. . . . . Year 2-$260,000 cash dividends paid

8-18

dividend treated as a stock split)

Contributed Capital

Reduce by market value of shares distributed

Common stock increased by: Dividend shares x Par value per share; Additional paid-in capital increased for the balance

Reduce by par value of shares distributed

Common stock increased by: Dividend shares x Par value per share

$

Dividends in arrears from Year 1 ([15,000 shares x $50 par x 8%] - $20,000) .. . .... ... .... . ....... 40,000

ket price of the stock is $30 per share . Thi s small stock dividend has the following ial statement effects:

Current-year dividend (15,000 shares x $50 par x 8%) .. .. . .... . .. . . . . 60,000

Income Statement

Balance Sheet

Balance to common ... . .. .. . . .. . . .. .. .. . . . .. ........ . .. . .. . . . . . Year 3-$60,000 cash dividends paid

Cash Asset

Current-year dividend (15,000 shares x $50 par x 8%) ... .. . . ... . .. . .. 60,000

Noncash =

+ Assets

l.labllities

+

Contrib. Capital

+

Revenues

Earned Capital

)

Balance to common . .. .. ..... . ... . ......... . . .. ....... . ... . ... .

a. If preferred stock is cumulative, deterrnille the dividends paid to each class of stock for each of the three years. b. If preferred stock is noncumulative, determine the dividends paid to each class of stock for

each of the three years . The solution is on page 8-49.

Stock Dividends and Splits

Additional Paid-In

CS APIC

Earnings

4,5 mil. 0.75 mil. 3.75 miL RE

4.5mi1.

=

\ )

I

cs

I

o.75 mi1. APIC

I 3.75 mil.

- - - -- --- --·-·······--···------···--·-------·--··---·-·-·--··--·--·----·-~-~~:~ I-··-·----·-·---·-·----·-·~---···-·--·-·----·-·--······----·-----·--·-··---·---------· company reduces retained earnings by $4,500,000, which equals the market value of the I stock dividend (150 ,000 shares X $30 market price per share). The increase in contributed 'tal is split between the par value of $750 ,000 (150,000 shares X $5 par value) and additional -in capital ($3,750,000) . Similar to cash dividend payments , stock dividends, whether large mall , never impact income. Next, assume that instead, BearingPoint declares a large stock dividend of 70% of the l mjloutstanding common ($5 par) shares when the market price of the stock is $30 per share. This e stock dividend is treated like a stock split and has the following financial statement effects:

Dividends need not be paid in cash. Many companies pay dividends in the form of additional shares of stock. Companies can also distribute additional shares to their stockholders with a stock split. We cover both of these distributions in this section.

Income Statement

Balance Sheet Cash Asset

Noncash

+ Assets

=

j{.

Llablllties

+ Contrib. + Earned Capital

Revenues

Capital

Stock Dividends When dividends are paid in the form of the company's stock , retained earnings are reduced and contributed capital is increased. However, the amount by which retained earn ings are reduced depends on the proportion of the outstanding shares distributed to the total outstanding shares on the dividend distribution date . Exhibit 8.2 illustrates two possibilities depending on whether stock dividends are classified as smal l stock dividends or large stock dividends. The break point between small and large is 20-25 % of the outstanding shares. When the number of additional shares issued as a stock dividend is so great that it could materially reduce share price, the transaction is akin to a stock split. The 20-25 % guideline is used as a ru le of thumb to distinguish material stock price effects. For small stock dividends, retained earnings are reduced by the market value of the shares distributed (dividend shares X market price per share), and par value and contributed capital together are increased by the same amount. For large stock dividends, retained earnings are reduced by the par value of the shares distributed (dividend shares X par value per share), and common stock is increased by the same amount (no change to additional paid-in capital). To illustrate the financial statement effects of stock dividends, assume that BearingPoint has l million shares of $5 par common stock outstanding . It then declares a small stock dividend of 15% of the outstanding shares (1,000 ,000 shares X 15% = 150,000 shares) when

RE

+:~~~:, -$4~0~000(

MID-MODULE REVIEW 2 Assume that Accenture (ACN) has outstanding 10,000 shares of $100 par value, 5% preferred stock and 50,000 shares of $5 par value common stock. During its first three years in business, assume that Accenture declared no dividends in the first year, $300,000 of cash dividends in the second year, and $80,000 of cash dividends in the thlrd year.

ExpenNet ses -:- Income

Expenses

"- Net

= Income RE

+ $C3 ,5m0m0 ,n000-$3,500,000 0

0

Stock

idend

Retained Earnings

r·1 \

1

------------------··--------·-·------··----·--··----------------------··--·---·---------···---·--·---·-·-·--·-·-·--·J _______________________________________________________ _

e company's retained earnings declines by $3,500 ,000, which equals the par value of the large k dividend (700 ,000 shares X $5 par value per share). Common stock is increased by the par ue of $3 ,500,000. There is no effect on additional paid-in capital since large stock dividends reported at par value . For both large and small stock dividends , companies are required to show comparable shares tstanding for all prior periods for which earnings per share (EPS) is reported in the statements . e reasoning is that a stock dividend has no effect on the ownership percentage of each common kholder. As such, to show a dilution in reported EPS would erroneously suggest a decline in ofitability when it is simply due to an increase in shares outstanding.

tock Splits stock split is a proportionate distribution of shares and, as such , is similar in substance to a large tock dividend . A typical stock split is 2-for- l, which means that the company distributes one

CS

3.5mil. 3.5 mil. RE

3.smi1.

I

cs

I

3.5 mi1.

8-19

Module 8 I Equity Recognition and Owner Financing

Module 8 I Equity Recognition and Owner Financing

additional share for each share owned by a shareholder. Following the distribution , each in owns twice as ~a~y shares , so that their perc~ntage ownership in the company is unchang\I A stock split 1s not a monetary transaction and, as such, there are no financial state effects. However, companies must disclose the new number of shares outstanding for all pe • presented in the financial statements . Further, many states require that the par value of shares proportionately adjusted as well (for example, halved for a 2-for-l split). If state law requires that par value not be reduced for a stock dividend, this event should described as a stock split affected in the form of a dividend. The following disclosure fro m J Deere 's 2007 annual report provides such an example: Stock Split in Form of Dividend On November 14, 2007, a special meeting of stockholders was held authorizing a two-for-one stock split effected in the form of a 100 percent stock dividend to holders of record on November 26, 2007 , distributed on December 3, 2007. All share and per share data (except par value) have been adjusted to reflect the effect of the stock split for all periods presented. The number of shares of common stock issuable upon exercise of outstanding stock options, vesting of other stock awards, and the number of shares reserved for issuance under various employee benefit plans were proportionately increased in accordance with terms of the respective plans.

.Accumulated Other Comprehensive Income (or Accumulated Other Comprehensive the comprehensive items are losses). This account maintains a running balance of the tive differences between net income and comprehensive income. n reports the following components of its accumulated other comprehensive income in its port: Net Foreign Exchange Translation

Net

Postretlrement

Accumulated

Assume that the stockholders' equity of Arbitron, Inc. at December 31, 2011 , follows . 5% preferred stock, $100 par value, 10,000 shares authorized; 4,000 shares issued and outstanding ... . . . .. ..... .. ..... .. . . . Common stock, $5 par value, 200,000 shares authorized; 50,000 shares issued and outstanding . ... .... . .... .. ... .. ... . Paid-in capital in excess of par value-Preferred stock . .. ... .... ... . Paid-in capital in excess of par value-Common stock ... .. ...... . . . Retained earnings .. . . . . .... . ...... .. ... .. . . . .. .. . .... . . . . . Total stockholders' equity ......... .... .. . .. ...... ....... . .. .

$ 400,000 250,000 40,000 300,000 656,000 $1 ,646,000

Use the template to identify the financial statement effects for each of the following transactions that occurred during 2012: Apr. l

Declared and issued a 100% stock dividend on all outstanding shares of common stock when the market value of the stock was $11 per share. Dec. 7 Declared and issued a 3% stock dividend on all outstanding shares of common stock when the market value of the stock was $7 per share . Dec. 31 Declared and paid a cash dividend of $1.20 per share on all outstanding shares. The solution is on page 8-49.

IFRS Alert IFRS does not use the term "other comprehens ive income" but reports that account in a statement of recognized income and expenses (SoRIE). As with GAAP's other comprehensive income, SoRIE includes all changes to equity, other than transactions with owners.

Accumulated Other Comprehensive Income Comprehensive income is a more inclusive notion of company performance than net income. It includes all changes in equity (assets less liabilities) that occur during a period except those resulting from contributions by and distributions to owners. It's important to note that comprehensive income includes both net income and other items, which collectively are called other comprehensive income. Specifically, other comprehensive income includes (and net income excludes) foreig n currency translation adjustments , unrealized changes in market values of available-for-sale securities, pension liability adjustments, and changes in market values of certain derivative investments. Comprehensive income, therefore, includes the effects of economic events that are often outside of management's control. Accordingly, some assert that net income measures management's performance, while comprehensive income measures company performance. Each period , net income or loss is added to retained earnings so that the balance sheet maintains a running total of the company 's cumulative net income and losses (less any dividends paid out). In the same way, each period , comprehensive income items that are not included in net income (that is, all other comprehensive income items) are added to a balance sheet account

Other

Net Unrealized Investment Gains (Losses)

Comprehensive Income

Net Derivative Gains (Losses)

Adjustments*

Benefit Obligations

as of January 1, 2008 ......... prehensive income . .. . . .. ..

$ 24 (3 7)

$284 (182)

$(1,110) (497)

$76 (20)

$ (726) (736)

prehensive income . . .......

(13) 13

102 199

(1,607) (413)

56 (12)

(1,462) (21 3)

0 (24)

301 (133)

(2,020) (41)

44 (44)**

(1,675) (242)

$(24)

$168

$(2,061)

as of December 31 , 2009 . .....

$ 0

to consolidation of a variable interest entity in 2010.

MID - MODULE REVIEW 3

8-20

's accumulated other comprehensive income for 2010 includes the four following items that stockholders' equity and are not reflected in net income: Net derivative losses , $(24) million. Hedging transactions relate to the company's use of financial instruments (derivatives) to hedge exposure to various risks such as fluctuations in foreign currency exchange rates, commodity prices , and interest rates . This account relates to unrealized losses on cash flow hedges, which we discuss in the appendix to Module 9. Net foreign exchange translation adjustments , $168 million . This is the cumulative translation adjustment for the net assets of foreign subsidiaries whose balance sheets are denominated in foreign currencies. A gain implies that the $US has weakened relative to foreign currencies; such as when assets denominated in foreign currencies translate to more $US . We discuss the effects of foreign currency translation adjustments on accumulated other comprehensive income in more detail below. Net postretirement benefit obligations , $(2,061) million . This amount mainly relates to unrealized losses on pension investments or can derive from changes in pension plans that increase the pension liability. We discuss the accounting for pension plans and other postretirement benefit obligations in Module 10. • Net unrealized investment gains , $(0) this year. Unrealized gains and losses on availablefor- sale securities are not reflected in net income. Instead , they are accumulated in a separate equity account , AOCI , until the securities are sold. We discuss the accounting for these unrealized gains (losses) in Module 9. e discuss accounting for avai lable-for-sale securities and derivatives in Module 9, pensions Module 10 , and the income statement effects of foreign currency translation adjustments in odule 5. In the next section , we discuss the balance sheet effects of foreign currency translation ~ustments, specifically their impact on accumu lated other comprehensive income . During 20 I 0, on reported other comprehensive loss of $(242) million, which is the sum of the changes in each the four components of AOCI, as shown on the statement above . This other comprehensive s when added to the AOCI balance of $(1,675) at the beginning of the year yields the AOCJ ance of $(I ,917) at year-end.

oreign Currency Translation Effects on Accumulated Other Comprehensive Income any companies have international transactions denominated in foreign currencies. They might Urchase assets in foreign currencies, borrow money in foreign currencies, and transact business ith their customers and suppliers in foreign currencies. Other companies might have subsidiars whose entire balance sheets and income statements are stated in foreign currencies. Financial tatements prepared according to U.S. GAAP must be reported in $US . This means that financial tatements of foreign subsidiaries must be translated into $US before they are consolidated with

$(1,917)

8-21

Module 8 I Equity Recognition and Owner Financing

Module 8 I Equity Recognition and Owner Financing

those of the U.S. parent company. This translation process can markedly alter both th sheet and income statement. We discuss the income statement effects of foreign curren e cy . . M t1on m odule 5 and the balance sheet effects in this section. Consider a U.S. company with a foreign subsidiary that conducts its business in E subsidiary prepares its financial statements in Euros. Assume that the $US weakens vis~:~: Euro during the current period-that is, each Euro can now purchase more $US. Whenat~ll ance sheet is translated into $US, the assets and liabilities are reported at hi gher $US than e the $US weakened. This result is shown in accounting equation format in Exhibit 8.3 .2 Balance Sheet Effects of Changes in U.S. Dollar to Euro Exchange Rates

IFRS Alert The IFRS counterpart to AOCI is the General Reserve

and other reserve accounts. Reserves is the IFRS term for all equity accounts other than contributed capital. Retained earnings is typically the largest reserve . The components of AOCI are reported individually as additional reserve accounts rather than as one account.

Currency

Assets

$US weakens . . . . . . . . . . . . . . $US strengthens . . . . . . . . . . . .

Liabilities

+

Increase

Increase

+

Decrease

Decrease

+

Decrease

The amount reflected as an increase (decrease) in equity is called a fo reign cu rrency translati adjustment. The cumulative foreign currency translation adjustment is included in accumula other comprehensive income (or loss) as illustrated above for Aon. Foreign currency transla.. tion adj ustments are direct adjustments to stockholders' equity; they do not impact reported net income. Because assets are greater than liabilities for solvent companies, the cumulative translation adjustment is positive when the $US weakens and negative when the dollar strengthens. Referring to Aon 's accumulated other comprehensive income table on the previous page the cumulative foreign currency translation is a gain of $30 l million at the beginning of 2010' which shrinks by $133 million (net of $2 million credited to noncontrolling shareholders) dur~ ing the year to yie ld a cumulative year-end gain of $168 million. The $ 133 million reduction in Aon's equity reflects a strengthening of the $US vis-a-vis the foreign currencies in which Aon transacted in 2010. That is , as the $US strengthened, Aon 's foreign assets and liabilities translated into fewer $US at year-end. This decreased Aon 's equity (because assets are greater than li abilities for solvent companies). In general, unrealized losses (or gains) remain in other accumulated comprehensive income as long as the company owns the foreign subsidiaries to which the losses relate. The translation adjustments fluctuate between positive and negative amounts as the value of the $US fluctuates. However, when a subsidiary is sold, any remaining foreign currency translation adjustment (positive or negative) is immediately recognized in current income along with other gains or losses arising from sale of the subsidiary.

Aon Consolidated Income Statement ($ millions) Revenues ...... . ... .. ...... . ..... .. . .. . . . ........ ... . Expenses .... . .. . .... . .. .. . . . .. .. . ............... ... .

$8,512 7,780

Net income . . .. . ... . .... .. . . .. .................... . . . . Less: Net income attributable to noncontrolling interest . . ..... .

732 26

Net income attributable to Aon stockholders .. .... ......... . .

$ 706

me is apportioned between the portion attributab le to the noncontrolling interest and the attributable tll the parent company's shareholders. Although it can be more complicated, simplest form, if the noncontrolling shareholders own 20% of a subsidiary, 20% of the sub's net income is attributable to that shareholder group and the parent's shareholders received ance of 80%. e common stock, additional paid-in capital and retained earnings accounts we see on the conbalance sheet represent those of the parent's shareholders. The retained earnings attributable parent's shareholders is increased (decreased) by the income (loss) attributable to the parent's holders and is decreased by the dividends paid to the parent's shareholders in a reconciliation to the following for Aon: Aon Retained Earnings Account ($ millions) Beginning balance of retained earnings . . ...... ......... . . Net income attributable to parent ... .. .. . .... ..... . .. ... Dividends .. . . ... .. .. .. . . . .. . . . .. . .. .... .... ... . ... . Other adjustments . ..................................

.. .. .. ..

$7,335 706 (175) (5)

Ending balance of retained earnings ................ . ..... .

$7,861

equity of the noncontrolling interest, however, is only represented by one equity account led Noncontrolling Interest. It is updated similarly to the stockholders' equity for the parent's holders , that is , it is increased (decreased) by the income (loss) attributable to the nonconing shareholders and is decreased by the di vidends paid to the noncontrolling shareholders: Aon Noncontrolllng Interest Equity Account ($ millions) Beginning balance (fair value at acquisition date) . . . . . . . . . Net income attributable to noncontrolling interest. . . . . . . . . Dividends declared and paid to noncontrolling shareholders Other adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

... ... ... ...

.. .. .. ..

$52 26 (20) (3)

Ending balance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$55

NONCONTROLLING INTEREST Noncontrolling interest represents the equity of noncontrolling (minority) shareholders who only have a claim on the net assets of one or more of the subsidiaries in the consolidated entity. As we discuss in Module 9, if a company acquires a controlling interest in a subsidiary, it must consolidate that subsidiary when preparing its financial statements, thus reporting all of the subsidiary's assets and liabilities on the consolidated balance sheet and reporting all of the subsidiary 's revenues and expenses in the consolidated income statement. If the company acqui res less than 100% of the subsidiary, it must still include 100% of the subsidiary's assets, li abilities , revenues and expenses in its consolidated balance sheet and income statement, but now there are two groups of shareholders that have a claim on the net assets and earnings of the subsidiary company: the parent company and the noncontrolling shareholders (those shareholders who continue to own shares of the subsidiary company) . Consolidated stockholders' equity must now report the equity of these two groups of shareholders and consolidated net income must now be apportioned between the two groups. For Aon, the consolidated income statement apportions net income as fo ll ows: 2

We assume that the company translates the subsidiary's financial statements using the more common cu rrent rate method, which is required for subsidiaries operating independently from the parent. Under the current rate method, most items in the balance sheet are translated using exchange rates in effect at the period-end consolidation date and the income statement is translated usin g the average exchange rate for the period. An alternative procedure is the temporal method, covered in advanced accounti ng courses, which uses historical exchan ge rates for some assets and liabilities.

gain , although it can be more complicated, if the noncontrolling interest owns 20% of a subdiary company, the balance in the noncontrolling interest equity account wi ll equal 20% of the kholders' equity of the subsidiary company. (This is not 20% of the consolidated company, ly 20% of the subsidiary company.) Finall y, the noncontrolling interest eq uity account is reported as a separate line in the conlidated stockholders' eq uity as follows: Aon Consolidated Balance Sheet Stockholders' Equity (In mllllons except per share amounts) Common stock-$1 par value Authorized : 750 shares (issued: 2010-385.9; 2009-362 .7) ... . .... ..................... .

2010 $ 386

Additional paid-in capital . .. .... . ..... ... . . ..... .. ........ . ...... .

4,000

Treasury stock at cost (shares: 2010-53.6; 2009-96.4) ...... ..... .. .. .

(2,079)

Retained earnings .. .. .... . ... . ... ... .... .. .. .. ..... .. . . . .. . ... .

7,861

Accumulated other comprehensive loss . .. .•. . . .. .....•..• .. .. . .....

(1,917)

Total Aon stockholders' equity .. .. . . ........ . .. . . . . . ..... .. . .. . .. . . Noncontrolling interest .. . . ... .. . ... . .. . . . .. . ....... . .. . . . . ...... .

8,251 55

Total equity . . . . . . ..... ... . ...... . . ... ... .. . ..... ... . ... . .... . . .

$8,306

8-22

8-23

Module 8 I Equity Recognition and Owner Financing

Module 8 I Equity Recognition and Owner Financing

Analysis and Interpretation of Noncontrolling Interest As we discuss more fully in Module 3, the return on equity (ROE) computation is usually formed from the perspective of the parent company 's shareholders. Consequently, the nume is usually the net income attributable to the parent company shareholders and the denomin includes only the equity of the parent company's shareholders (excluding noncontrolling inte equity). For the Aon financial statements shown above, that calculation follows (we use they end balance of equity, and not average equity, since we only illustrate one year in this example

$706 ROE = $ ,2Sl = 8.6% 8 Noncontrolling interest is reported as a component of stockholders ' equity and represents claim of the noncontrolling interest to their proportionate share of the net asse~s and net income oJ the subsidiary in which they own stock. These shareholders do not have a claim on the net assets or income of any other subsidiary or of the parent company. Further, their claim is a residual claim , like that of any other shareholder; that is , they are not entitled to a preference in dividends or payouts in liquidation .

Summary of Stockholders' Equity The statement of shareholders' equity summarizes the transactions that affect stockholders' equity during the period . This statement reconciles the beginning and ending balances of important stockholders ' equity accounts . Aon 's statement of stockholders' equity is in Exhibit 8.4. Aon 's statement of shareholders' equity reveals the following key activities for 2010: EXHIBIT 8.4

Aon 's Statement of Stockholders' Equity Common Stock and

Accumulated

Additional Shares

(mlllons) Balance at December 31 , 2009 ... . ..... .. . Adoption of new accounting guidance . .. .. .

362.7

$3,578

$7,335 44

$(3,859)

$(1 ,675) (44)

$52

Balance at January 1, 2010 . . . ... .. .. . . ... Net income . . ..... . ..... . .. . .. .. .. . . ...

362.7

3,578

7,379 706

(3,859)

(1 ,719)

52 26

61.0 2.2

2,474 135

@{Sh•~

Oruod--H-id ~q"'''°"· .........

Shares issued-employee benefit plans ... . . Shares purchased . ..... . ... . ...... . . ... Shares reissued-employee benefit plans . . .. Shares retired .. .... .. ... .. .. . . .. . .. ... . ~Tax benefit-employee benefit plans .. . .. . .. Stock compensation expense . . . . . ... . ... . ~Dividends to stockholders .. . . . . . . ... . .. . . @-Change in net derivative gains/ losses .. . . . ..

W

NonOther Paid-in Retained Treasury Comprehensive controlling capital Earnings Stock Lon, Net of Tax Interest

(40.0)

(370) (1,660) 20 221

(49)

(250) 370 1,660

Ne~;~=~~:~~:r~n~y .t'.~n~l~t.i~n ...... . .. ...

(133) (41)

@-;:: Net postretirement benefit obligation

,,,ro,_, of'""'""" "'~'from

noncontrolling interest .. .. ... . .. . . .. . . . Capital contribution by noncontrolling interest . ...... .. . ... . . . ...... . . .. ... Dividends paid to noncontrolling interest on subsidiary common stock . . ... . . . .. .... . Balance at December 31 , 2010 . ..... . .. . . .

(12)

385.9

$4,386

$7,861

$(2 ,079)

$(1 ,917)

$5,431 5,431 732 2,474 135 (250) (49)

$583 (44) 539 732

(24)

(2)

(135) (41)

(1 35) (41)

(3)

(15)

2

2

(24)

on stock and additional paid-in capital. Aon does not provide information relating to unting for share reissuance for the employee benefit plans . benefits (in excess of the deferred tax asset previously recorded) arising from the exercise employee stock options are recorded as an increase in additional paid-in capital (not as a uction of tax expense) . 'vidends are recorded as a reduction of retained earnings . ange in the fair value of derivatives relates to cash flow derivatives . These unrealized gains osses) are reflected as increases (decreases) in AOCI until the underlying transaction occurs , which time they are removed from AOC! and transferred into the income statement. We 'scuss the accounting for derivatives in the appendix to Module 9 . et foreign currency translation adjustments relate to the translation of foreign currencynominated balance sheets at year-end into $US. The negative amount implied that the $US strengthened vis-a-vis the currency in which the financial statements of foreign subsidiaries are maintained with a consequent decline in the $US value of the net assets of those subsidiaries. e adjustment relating to postretirement benefit obligations rel ates to the financial statement effects of the changes in pension benefits or actuarial assumptions . We discuss the accounting for pension plans and other postretirement benefits in Module 10 . Proceeds from sales and repurchases of the stock of noncontrolling shareholders as well as dividends paid to noncontrolling shareholders are reflected in the noncontrolling equity One final point: the financial press sometimes refers to a measure called book value per . This is the net book value of the company that is available to common shareholders, defined stockholders ' equity of the parent's shareholders less preferred stock (and preferred additional -in capital) divided by the number of common shares outstanding (issued common shares less ury shares) . Aon 's book value per share of its common stock at the end of 2010 is computed $8,251 million/(385.9 million shares - 53 .6 million shares) = $24.83 book value per share . In trast, Aon 's market price per share ranged from $36 .8 l to $42.32 in the 4th quarter of 2010.

Total

20 221 (175) (24)

(175)

8-24

(20)

(20)

$55

$8,306

QUITY CARVE-OUTS AND CONVERTIBLES rate divestitures, or equity carve-outs, are increasingly common as companies seek to augt shareholder value through partial or total divestiture of operating unfrs. Generally, equity e-outs are motivated by the notion that consolidated financial statements often obscure the onnance of individual business units, thus complicating their evaluation by outsiders . Corpomanagers are concerned that this difficulty in assessing the performance of individual business 'ts limits their ability to reach full valuation. Shareholder value is, therefore, not maximized . In ponse, conglomerates have divested subsidiaries so that the market can individually price them.

uity carve-outs take many forms . The first and simplest fonn of divestiture is the outright sale of business unit, called a sell-off. In this case, the company sells its equity interest to an unrelated . The sale is accounted for just like the sale of any other asset. Specifically, any excess (deficit) cash received over the book value of the business unit sold is recorded as a gain (loss) on the sale. To illustrate, in 2010, Conoco Phillips sold its Syncrude Canada Ltd. business for $4.6 illion and recorded a pretax gain on that sale of $2.9 billion as disclosed in the following excerpt m its 2010 annual report:

$532

[!] Shares issued are recorded as an increase in common stock (for the par value) and additional paid-in capital (for the excess of the value of the shares issued over the par value). Aon combines common stock and additional paid-in capital accounts into one column for total proceeds . The cost of shares repurchased is recorded as treasury stock. The cost of shares reissued and/or retired is recorded as a reduction of the treasury stock account since these are treasury shares. When shares are retired, the par value of the shares retired is removed from

On June 25, 2010, we sold our 9.03 percent interest in the Syncrude Canada Ltd . joint venture for $4.6 billion . The $2.9 billion before-tax gain was included in the "Gain on dispositions" line of our consolidated statement of operations. The cash proceeds were included in the "Proceeds from asset dispositions" line within the investing cash flow section of our consolidated statement of cash flows. At the time of disposition, Sync rude had a net carrying value of $1 .75 billion, which included $1 .97 billion of properties, plants and equipment. During 2010 until its disposition, Syncrude contributed $327 million in intercompany sales and other operating revenues, and generated income before taxes of $127 million and net income of $93 million for the E&P segment.

L 0 3 Describe and interpret accounting for equity carve-outs and convertible debt.

8-25

Module 8 I Equity Recognition and Owner Financing

Module 8 I Equity Recognition and Owner Financing

The financial statement effects of this transaction follow: • Conoco received $4.6 billion in cash, which it reported as a component of cash flows investing activities in its statement of cash flows. •

The Syncrude joint venture was reported on Conoco's balance sheet at $I .75 billion on date of sale.

•

Conoco's gain on sale equaled the proceeds ($4.6 billion) less the carrying amount of the ness sold ($1.75 billion), or $2.85 billion which Conoco rounds to $2.9 billion in the foo referenced above.

•

· tributed to Altria's shareholders , and that amount is subtracted from Altria 's retained earn(titled "Earnin~s Reinvested in the Business"). Al~ria also .removes all amounts r~l~ting to that impacted its Accumulated Other Comprehensive Earnings (a net of $2,109 million) . In the Kraft spin-off reduced Altria's equity by $27,411 million.

Conoco subtracts the gain on sale in computing net cash flows from o~eratin ~ activities to remove the gain from net income; cash proceeds are reported as a cash inflow m the invest. ing section.

Spin-Offs A spin-off is a second form of divestiture. In this case, the parent company distributes the subsidiary shares that it owns as a dividend to its shareholders who, then , own shares in the subsidiary directly rather than through the parent company. In recording this dividend, the parent company reduces retained earnings by the book value of the equity method investment, thereby removing the investment in the subsidiary from the parent's balance sheet. The spin-off of the Kraft Foods subsidiary by Altria is an example of this type of equity carve-out. Altria describes its spin-off of Kraft as follows: Kraft Spin-Off On March 30, 2007 (the "Kraft Distribution Date"), Altria Group, Inc. distributed all of its remaining interest in Kraft on a pro-rata basis to Altria Group, Inc. stockholders of record as of the close of business on March 16, 2007 (the "Kraft Record Date") in a tax-free distribution. The distribution ratio was 0.692024 of a share of Kraft for each share of Altria Group, Inc. common stock outstanding. Altria Group, Inc. stockholders received cash in lieu of fractional shares of Kraft. Following the distribution, Altria Group, Inc. does not own any shares of Kraft.

Altria treats the distribution of its Kraft shares as a dividend, which Altria reports in the following excerpt from its statement of stockholders' equity. Accumulat8d Other Comprehen8lve Earnings (Loe8ell) Earnings Coat of Addltlonal Reinvested Currency Repurchased In the Tranalatlon Common Paid-In Total Stock Capital BualMss Adjuatmenta Other Stock

{In mlRlons, except per share) Balances, December 31, 2006 . ......

............

$935

$6,356

Comprehensive earnings: Net earnings .... . .... . . ............ . .......

$59,879

$ (97)

$(3 ,711)

$(3,808)

$(23,743)

9,786

9,786

Other comprehensive earnings (losses), net of income taxes: Currency translation adjustments . . ...........

736

736

736 744

Change in net loss and prior service cost. ......

744

744

Change in fair value of derivatrives accounted for as hedges .... . ......... . ...... .. ....

(18)

(18)

-

Total other comprehensive earnings . ... . . . ......

711

Adoption of FIN 48 and FAS 13-2 . . .... .. .. . ..... Exercise of stock options and issuance of other stock awards . ...... . ..... . ...... . . . ... Spin-off of Kraft Foods Inc. . .. ........... .. .•.. $935

$6,884

817

289

528

Cash dividends declared ($3.05 per share) .. . . . ..• .

(18) 1,462

11 ,248 71 1

Total comprehensive earnings ........... . ...... .

Balances, December 31, 2007 .. . .... ... . .. . •....

$39,6 19

(6,430)

(6,430) (29,520)

89

2,020

2,109

$34,426

$728

$ (965)

$ (237)

split-off is a third form of equity carve-out. In this case, the parent company buys back its stock using the shares of the subsidiary company instead of cash . After completing this ction, the subsidiary is an independent publicly traded company. The parent treats the split-off like any other purchase of treasury stock. As such, the treasury k account is increased and the equity method investment account is reduced , reflecting the "bution of that asset. The dollar amount recorded for this treasury stock depends on how the 'bution is set up . There are two possibilities: Pro rata distribution . Shares are distributed to stockholders on a pro rata basis. Namely, a shareholder owning I 0% of the outstanding stock of the parent company receives I0% of the shares of the subsidiary. The treasury stock account is increased by the book value of the investment in the subsidiary. The accounting is similar to the purchase of treasury stock for cash, except that shares of the subsidiary are paid to shareholders instead of cash. Non pro rata distribution . This case is like a tender offer where individual stockholders can accept or reject the distribution. The treasury stock account is recorded at the market value of the shares of the subsidiary distributed. Since the investment account can only be reduced by its book value, a gain or loss on distribution is recorded in the income statement for the difference . (The SEC allows companies to record the difference as an adjustment to additional paid-in capital; the usual practice, as might be expected, is for companies to report any gain as part of income.) stol-Myers Squibb's non pro rata split-off of its subsidiary, Mead Johnson , provides an ample. This transaction is described in the following excerpt from footnotes to Bristol-Myers' K: Mead Johnson Nutrition Company Split-off The split-off of the remaining interest in Mead Johnson was completed on December 23, 2009. The split-off was effected through the exchange offer of previously held 170 million shares of Mead Johnson, after converting its Class B common stock to Class A common stock, for 269 million outstanding shares of the Company's stock resulting in a pre-tax gain of $7,275 million, $7,157 million net of taxes. The shares received in connection with the exchange were valued using the closing price on December 23, 2009, of $25.70 and reflected as treasury stock. The gain on the exchange was determined using the sum of the fair value of the shares received plus the net deficit of Mead Johnson attributable to the Company less taxes and other direct expenses related to the transaction, including a tax reserve of $244 million which was established.

man accounting standpoint , the split-off of Mead Johnson is treated like the purchase of treasury k, using the stock of Mead Johnson to fund the purchase instead of cash (such as exchanging ead Johnson stock for Bristol-Myers stock). As a result of the transaction, the Treasury Stock count on Bristol-Myers' balance sheet increased (became more negative) by $6.9 billion (269 "Ilion shares X $25.70 per share), which reduced equity by $6.9 billion. This reduction was offset, wever, by the recognition of a gain on the exchange amounting to $7.2 billion after tax. This splitff was affected by a tender offer with Bristol-Myers shareholders. Consequently, it is a non pro rata xchange and is, therefore, valued at market value with a resulting gain. The net effect on equity is "nimal, but the income statement reports a substantial gain for that year.

~ $(23,454)

$18,554

=

The $29 ,520 million book value of the Kraft subsidiary (the amount at which this equity investment is reported on Altria's balance sheet) is removed from Altria's balance sheet when the shares

nalysis of Equity Carve-Outs ell-offs , spin-offs, and split-offs all involve the divestiture of an operating segment. Although they are one-time occurrences, they can result in substantial gains that can markedly alter the income statement and balance sheet. Consequently, we need to interpret them carefully. This

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Module 8 I Equity Recognition and Owner Financing

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Module 8 I Equity Recognition and Owner Financing

involves learning as many details about the carve out as possible from the annual repon Management Discussion and Analysis, and other publicly available information. ' Following an equity carve-out, the parent company loses the cash flows (positive or negati of the divested business unit. As such, the divestiture should be treated like any other discontin operation. Any recognized gain or loss from divestiture is treated as a nonoperating activity. sale price of the divested unit reflects the valuation of future expected cash flows by the purch and is best viewed as a nonoperating activity. Income (and cash flows) of the divested unit to the date of sale, however, is part of operations, although discontinued operations are typi segregated.

MID-MODULE REVIEW 4 Assume that BearingPoint announced the split-off of its Canadian subsidiary. BearingPoint reported a gain from the split-off. (1) Describe the accounting for a split-off. (2) Why was BearingPoint able to report a gain on this transaction?

The solution is on page 8-50.

Convertible Securities Convertible securities are debt and equity securities that provide the holder with an option to convert those securities into other securities. In this section, we consider two specific types of convertibles: convertible debt securities, where debt is converted to common stock, and convertible preferred securities , where preferred stock is converted to common stock.

Convertible Debt Securities Xilinx had convertible debt transactions in 20 JO , as explained in the following excerpt from footnotes to its 10-K report:

2.625% Senior Convertible Debentures In June 2010, the Company issued $600.0 million principal amount of 2.625 % Debentures to qualified institutional investors. The 2.625% Debentures

are senior in right of payment to the Company's existing and future unsecured indebtedness ... The 2.625 % Debentures are initially convertible, subject to certain conditions, into shares of Xilinx common stock at a conversion rate of 33 .0164 shares of common stock per $1 thousand principal amount of the 2.625% Debentures, representing an initial effective conversion price of approximately $30.29 per share of common stock.

The convertible debentures are reported as a long-term liability on Xilinx 's balance sheet. To see the effects that conversion would have on Xilinx 's financial statements, assume that the bonds are reported at their face amount of $600 (in $ million s) and that all of the bonds are subsequently converted into 19,809,840 shares ([$600 million/$ 1,000] X 33.0164 shares) of common stock with a par value of $0.0 l per share. The financial statement effects of the conversion are as follows (Xilinx reports its balance sheet in $000s): Income Statement

Balance Sheet

Transaction

Cash Asset

Noncash

+ Assets =

Llabilities

cs

198 599,802 LTD

600.000

I

cs

I

198 APIC 599.802

I

Contrib. Capital $198

L-T Debt 600,000

APIC

+

Conversion of convertible debt

- 600,000 Long-Term Debt

Common Stock

$599,802 Additional Paid-In Capital

+

Earned Capital

Rev-

Expen-

enues

ses

I //

I ·

ii

·---------------------------------------------------------------------------------------------------------------------!{.' ---------------------------------------------------------·

conversion , the debt is removed from the balance sheet at its book value ($600 million

ed in this case) and the common stock is issued for that amount, resulting in an increase in mon Stock account of $198,000 (assuming 19,809,840 shares issued with a par value of per share). Additional Paid-In Capital is increased for the remaining amount. No gain or or cash inflow or outflow) is recognized as a result of the conversion.

ertible Preferred Stock d stock can also contain a conversion privilege. Xerox provides an example in its 20 IO report: ·es A Convertible Preferred Stock In connection with the acquisition of ACS in February 201 O Note 3 Acquisitions for additional information), we issued 300,000 shares of Series A convertible etual preferred stock with an aggregate liquidation preference of $300 and a fair value of $349 of the acquisition date to the holder of ACS Class B common stock. The convertible preferred

ock pays quarterly cash dividends at a rate of 8 percent per year and has a liquidation preference $1 ,000 per share. Each share of convertible preferred stock is convertible at any time, at the option the holder, into 89.8876 shares of common stock for a total of 26,966 thousand shares (reflecting an initial conversion price of approximately $11 .125 per share of common stock . . .). On or after the anniversary of the issue date, we have the right to cause, under certain circumstances, any or all of the convertible preferred stock to be converted into shares of common stock at the then applicable conversion rate. The convertible preferred stock is also convertible, at the option of the holder, upon a change in control, at the applicable conversion rate plus an additional number of shares determined by reference to the price paid for our common stock upon such change in control. In addition, upon the occurrence of certain fundamental change events, including a change in control or the delisting of Xerox's common stock, the holder of convertible preferred stock has the right to require us to redeem any or all of the convertible preferred stock in cash at a redemption price per share equal to the liquidation preference and any accrued and unpaid dividends to, but not including the redemption date.

unting for the conversion of preferred stock is essentially the same as that for convertible that we describe above: the preferred stock account is removed from the balance sheet and on stock is issued for the dollar amount of the preferred. Conversion privileges offer an additional benefit to the holder of a security. That is , debtholdand preferred stockholders carry senior positions as claimants in bankruptcy, and also carry a interest payment or dividend yield. Thus , they are somewhat protected from losses and their ual return is guaranteed. With a conversion privilege, debtholders or preferred stockholders enjoy the residual benefits of common shareholders shou ld the company perform well. A conversion option is valuable and yields a higher price for the securities than they would rwise command. However, conversion privileges impose a cost on common shareholders. t is, the higher market price received for convertible securities is offset by the cost imposed the subordinate (common) securities. One final note, diluted earnings per share (EPS) takes into account the potentially dilutive t of convertible securities. Specifically, the diluted EPS computation assumes conversion at beginning of the year (or when the security is issued if during the year). The earnings availe to common shares in the numerator are increased by any forgone after-tax interest expense preferred dividends, and the additional shares that would have been issued in the conversion, ase the shares outstanding in the denominator (see Module 5). llilllMil..iiiillllm.~C~o~n~v:: e~ rt~ ib~le ~ Securities under IFRS

Unlike GAAP, convertible securities (called compound financial instruments under IFRS) are split Into separate debt and equity components. The idea is that the conversion premium is akin to a call Option on the company's stock. This embedded option has a value of its own even if it is not legally detachable. Thus, under IFRS, the proceeds from the issuance are allocated between the liability component (at fair value) and an equity component (the residual amount).

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Module 8 I Equity Recognition and Owner Financing

Module 8 I Equity Recognition and Owner Financing

ANALYZING GLOBAL REPORTS Under IFRS, accounting for equity is similar to that under U .S. GAAP. Following are a few minology differences: IFRS

U.S.GAAP

Common stock Preferred shares Additional paid-in capital Retained earnings Accumulated other comprehensive income

Share capital Preference shares Share premium Reserves Other equity or Other components of equity Revaluation surplus or Revaluation reserve*

t the income statement via tax expense . U .S . GAAP computes the deferred tax asset using nt-date fair value and does not adjust for stock price fluctuations . This makes IFRS tax ose more volatile .

OD ULE-END REVIEW Assume that Express Scripts, Inc. , has issued the fo llowing convertible debentures : each $1,000 bond is convertible into 200 shares of $1 par common. Assume that the bonds were sold at a discount and that each bond has a current unamortized discount equal to $150. Using the financial statements ;ffect template, illustrate the effects on the financial statements of the conversion of one of these convertible debentures . The solution is on page 8-50.

• In Modules 6 and 9, we noted that certain assets including fixed assets and intangible assets may be revalued upwards (and later, revalued downwards) under IFRS. These revaluations do not affect net income or retained earnings but , instead, are reported in a separate equity account. For comparative purposes our analysis might exclude revaluations from both equity and the asset accounts to which they relate.

U.S. GAAP has a more narrow definition of liabilities than IFRS. Therefore, mo re items are classified as liabilities under IFRS. For example, some preferred shares are dee med liabi lities under IFRS and equity under GAAP. (Both systems classify preferred s hares that are mandatorily redeemable or redeemable at the option of the shareholder, as liabilities .) For comparative purposes, we look at classification of preferred s hares that are not mandatorily redeemable and make the numbers consistent. To do this we add preference shares classified as liabil ities under IFRS to equity. Treasury stock transactions are sometimes difficult to identify under lFRS because companies are not required to report a separate line item for treasury shares on the balance s heet. Instead treasury share transactions reduce share capital and share premium. We must review the statement of shareholders' equity to assess stock repurchases for IFRS companies . For example , at March 31, 2011 , British Telecom (BT) reports the followin g in the equity section of its IFRS balance sheet (in£ millions) :

Are the Chief Financial Officer Several points must be considered. (1) Buying stock back reduces the ber of shares outstanding, which can prop up earnings per share (EPS). However, foregone earnings from the used for repurchases can dampen earnings. The net effect is that EPS is likely to increase because of the shares in the denominator. (2) Another motivation is that, if the shares are sufficiently undervalued (in manent's opinion), the stock repurchase and subsequent resale can provide a better return than alternative invest. (3) Stock repurchases send a strong signal to the market that management feels its stock is undervalued. is more credible than merely making that argument with analysts. On the other hand , company cash is diverted other investments. This is bothersome if such investments are mutually exclusive either now or in the future .

Define par value stock. What is the significance of a stock 's par value from an accounting and analysis perspective? Ordinary shares . . . . . . . . . . . . . . . . . . . . . . . . . Share premium. . . . . . . . . . . . . . . . . . . . . . . . . . Capital redemption reserve . . . . . . . . . . . . . . . . Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . .

£ 408

Total parent shareholders' equity . . . . . . . . . .

£1 ,925

62

27 658 770

What are the basic differences between preferred stock and common stock? What are the typical features of preferred stock ? What features make preferred stock similar to debt? Similar to common stock? What is meant by preferred dividends in arrears? If dividends are two years in arrears on $500 ,000 of 6% preferred stock , and dividends are declared at the end of this year, what amount of total dividends

must the company pay to preferred shareholders before paying any dividends to common shareholders? Its balance sheet reports no treasury stock line item, but footnotes disclose that the other reserves account (£658 million) includes the following: Treasury (£ million)

shares

At 1April2010 . ... .. . ..... ........ . .. .

£(1,105)

Net issue of treasury shares . . . . . . . . . . . . . .

27

At 31 March 2011 . . . . . . . . . . . . . . . . . . . . .

£(1 ,078)

The footnote reports that the treasury shares reserve is used to hold BT shares purchased by the company. During 2011 the company did not purchase any additional shares but did issue 12 ,335 ,580 shares from treasury to satisfy obligations under employee share schemes and executive share awards at a cost of £27 million. At March 31 , 2011, 388,570,539 shares were held as treasury shares at cost. Share-based compensation gives rise to timing differences and both IFRS and U.S. G AA P require companies to record deferred tax assets . Under IFRS, the deferred tax asset is adj usted each period to reflect fluctuations in the market price of equity. These market- value adjustments

Distinguish between authorized shares and issued shares. Why might the number of shares issued be more than the number of shares outstanding? Describe the difference between contributed capital and earned capital. Specifically, how can earned capital be considered as an investment by the company 's shareholders? How does the account "additional paid-in capital" (APIC) arise? Does the amount of APIC reported on the balance sheet relative to the common stock amount provide any information about the financial condition of the company? Define stock split . What are the major reasons for a stock split? Define treasury stock. Why might a corporation acquire treasury stock? How is treasury stock reported in the balance sheet? If a corporation purchases 600 shares of its own common stock at $ 10 per share and resell s them at $ 14 per share , where would the $2 ,400 increase in capital be reported in the financi al statements? Why is no gain reported? A corporation has total stockholders ' equity of $4 ,628 ,000 and one class of $2 par value common stock. The corporation has 500 ,000 shares authorized; 300,000 shares issued ; and 40 ,000 shares as treasury stock . What is its book value per share?

8-30

8-31

Module 8 I Eq uity Recognition and Owner Financing

Module 8 I Equity Recognition and Owner Financing

Q8-12.

What is a stock d ividend? How does a common stock div idend distri buted to common share affect their respective ownership interests?

Q8-13.

What is the d iffere nce between the accounting for a small stock di vidend and the accounting for a stock di vide nd?

Q8-14.

Employee stock options potentially dilute earnin gs per share (EPS) . What can companies do to these dilutive effects and how might this action affect the balance sheet?

Q8-15.

What info rmation is reported in a statement of stockho lders' equity?

Q8-16.

What items are typically reported under the stockho lders' equity category of accumulated other prehensive income (AOCI)?

Q8-17.

What is the differe nce between a spin-off and a split-off? Under what ci rcumstances can either in the recognition of a gain in the income statement?

Q8-18.

Describe the accounting fo r a convertible bond . Can the conversion ever result in the recognition of gain in the income statement?

Assessing the Financial Statement Effects of a Stock Split (L02) Medco discloses the fo llow ing footnote to its I 0-K re port.

Reconciling Common Stock and Treasury Stock Balances (L01) Following is the stockho lders ' equity section fro m the Abercrombie & Fitch balance sheet.

-

(L01)

Analyzing and Identifying Financial Statement Effects of Stock Issuances

a.

(L01)

During the current year, Mag liolo, Inc ., (a) issues 18 ,000 shares of $ 10 par value preferred stock at $48 cash per share and (b) issues 120 ,000 shares of $2 par value. commo~ sto~ k at $37 cash per share. Indicate the fin ancial statement effects of these two issuances usmg the financial statement effects template.

M8-21.

CISCO SYSTEMS, INC. (CSCO)

Distinguishing Between Common Stock and Additional

Shareholders' Equity (In millions, except par value)

M8-22.

c. d.

$

Total Cisco shareholders' equity .. . ... . . . .. .. . ........ · · · · · · · · · · · · · · · · · · · · · · · Noncontrolling interests . .... ...... ... . .... ... . . ... . . . ....... .. · · · · · · · · · · · · ·

44,267 18

Total equity .. .. .. .... . . . . . .. ... . . . .... . . .... .. .. .. . . . . . . . .. . .. . . ....... . ·

$44,285

37,793 5,851 623

(L01)

$

1,033 349,258 2,272,317 (6,516)

January 30, 2010

$

1,033 339,453 2,183,690 (8,973)

(725,308)

(687,286)

$1,890,784

$1 ,827,917

Show the computation to yie ld the $ 1,033 ba lance reported fo r common stock. How many shares are outstanding at 2011 fi scal year-end ? Use the common stock and paid-in capital accounts to determine the average price at which Abercrombie & Fitch issued its common stock . Use the treasury stock account to determine the average price Abercrombie & Fitc h pa id when it repurchased its common shares .

(L02)

Freid Company has outstanding 6,000 shares of $50 par value, 6% preferred stock, and 40 ,000 shares of $ 1 par value common stock. The company has $328,000 of retained earnings. At year-end , the company declares and pays the regular $3 per share cash dividend on preferred stock and a $2.20 per share cash dividend on common stock. Use the financial statement effects template to indicate the effects of these two di vidend payments.

Identifying and Analyzing Financial Statement Effects of Stock Dividends

(L02)

Dutta Corp. has outstanding 70 ,000 shares of $5 par value common stock. At year-end , the company declares and issues a 4% common stock di vidend when the market price of the stock is $2 1 per share. Use the fin ancia l statement effects template to indicate the effects of this stock di vidend declaration and pay ment .

Identifying, Analyzing and Explaining the Effects of a Stock Split (L02)

For the $37 ,793 million reported as "common stock and additional paid-in capital," what portion is common stock and what portion is additional paid-in capital? Explain why Cisco does not report the two components described in part a separately.

Identifying Financial Statement Effects of Stock Issuance and Repurchase

January 29, 2011

Identifying and Analyzing Financial Statement Effects of Cash Dividends

July 31 , 2010

Preferred stock, no par value: 5 shares authorized; none issued and outstanding . . .. . . . Common stock and additional paid-in capital , $0.001 par value: 20,000 shares authorized; 5,655 and 5,785 shares issued and outstanding at July 31, 2010, and July 25, 2009, respectively . ... . ... .. . . . . . .. . ... .. .. · · · · · · · · · · · · · · · · · · · Retained earnings . ..... .... . .... . .. . .. .. . ... . . ... . . . . . . . . · · · · · · · · · · · · · · · · Accumulated other comprehensive income . ... . ... .. . . ...... . . . .. . . . · · · · · · · · · · ·

b.

b.

Pa~d-in

Capital (L01) Following is the 2010 stockho lders' equity section from the Cisco Systems, Inc. , balance sheet.

a.

Total stockholders' equity . .... . . .... . . . . .. ... . ... . . .

On September 1, Weiss Company has 250 ,000 shares of $ 15 par value ($ 165 market value) common stock that are issued and outstanding . Its balance sheet o n that date shows the fo llowing account balances relating to its common stock:

Common stock .. . . ... ... . ... . . . .. .. . . . . Paid-in capital in excess of par value. . . . . . . .

h

On January I Bartov Company issues 5 ,000 shares of $ 100 par value preferred stock at $250 cas · · d $I par value 1Y issue per share . On' March 1, the company re purchases 5,000 shares of previous two commo n stock at $83 cash per share . Use the fin anc ia l stateme nt effects templ ate to record these transactio ns.

$3,750,000 2,250,000

On September 2, Weiss splits its stock 3-fo r-2 and reduces the par value to $10 per share.

a. b.

c.

$ ABERCROMBIE & FITCH

clcholdn'Equlty

Class A common stock-$.01 par value: 150,000 shares authorized and 103,300 shares issued at each of January 29, 2011, and January 30, 2010 . . . . . Paid-in capital .. . .. . ..... . .. . . . .. . .. .. .. .. .. . .. . . . Retained earnings ....... . ...... . . .. . . . . ..... .. . .. . Accumulated other comprehensive loss, net of tax .. . ... . . Treasury stock at average cost: 16,054 and 15,314 shares at January 29, 2011, and January 30, 2010, respectively . . ...... . ... .. .. .. . . . .

During the current year, Beatty Company, (a) issues 8 ,000 shares of $50 par value preferred stock at. $68 cash per share and (b) issues 12 ,000 shares of $ 1 par v a l~e comm? n st~ck at $ 10 cash per share . Indicate the fin ancial statement effects of these two issuances usmg the financ ial statement effects template.

M8-20.

(MHS)

What restatements has Medco made to its balance sheet as a result of the stock split?

Assignments with the ~ in the margin are available in an online homework system. See the Preface of the book for details.

Analyzing and Identifying Financial Statement Effects of Stock Issuances

MEDCO HEALTH SllLUTlllNS, INt:.

Stock Split In the first quarter of 2008, we completed a two-for-one stock split, which was effected in the form of a 100% stock dividend and distributed on January 24, 2008, to shareholders of record at the close of business on January 10, 2008 . All share and per share amounts have been adjusted for the increase in issued and outstanding shares after giving effect to the stock split.

thousanda, except par value amounts)

M8-19.

8-32

How many shares of common stock are issued and outstanding immediately afte r the stock split? What is the do ll ar ba lance of the commo n stock account immediately after the stock split? What is the likely reason that We iss Company split its stock?

(ANF)

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Module 8 I Equity Recognition and Owner Financing

Module 8 I Equity Recognition and Owner Financing

M8-28.

continued from prior page

Determining Cash Dividends to Preferred and Common Shareholders {L02) Dechow Company has outstandi ng 20 ,000 shares of $50 par value , 6% cumul ative preferred st k 80,000 shares of $ I0 par value common stock. T he company declares and pays cash di vidends oc ing to $ 160 ,000 .

a.

If there are no preferred di vidends in arrears, how much in total di vidends, and in dividends

b.

If there are one year's di vidends in arrears on the preferred stock, how much in total dividends

share, does Dechow pay to each class of stock? in div idends per share, does Dechow pay to each class of stock?

M8-29.

consolidated balance sheet at December 31, 2007. Th e distribution resulted in a net decrease to Altria Group , lnc .'s total stockholders' equity of $14.4 bill ion on the PMI Distri bution Date.

-

a. b.

'

• Analyzing Financial Statement Effects of Convertible Securities

Reconciling Retained Earnings (L02) Use the fo llowi ng data to reconci le the 20 12 retai ned earnings for Bamber Company (that is, exp the change in retained earnings du ring the year) . $347,000

Stock dividends declared and paid in 2012 . . . . .

28,000

Cash dividends declared and paid in 2012 .. .. .

35,000

Net income for 2012 . . . . . . ...... . .... .. . . . .

94,000

Interpreting a Spin-Off Disclosure

(L03)

JETBLUE AIR WA VS CllRPllRATlllN (JBLU)

In Marc.h 2005, we completed a public offering of $250 mi llion aggregate principal amount of 3%% convertible unsecured debentures due 2035, wh ich are currently convertible into 14.6 million shares of our common stock at a price of approximately $1 7.10 per share.

a. Describe the effects on JetBlue 's balance sheet if the convertible bonds are converted . b.

M8-30.

Describe the accounting fo r a spin-off. What effects did thi s transaction have on Altria's balance sheet and income statement?

JetBlue Airways Corporation reports the fo llow ing footnote to its 2005 10-K.

Total retained earnings, December 31 , 2011 . .. .

8 -34

Would the convers ion affect earn ings? Ex plai n.

(L03)

NCR Corporation discloses the fo llowing in notes to its 2007 10-K report .

NCR 1:1111P. (NCR)

Spin-off of Teradata Data Warehousing Business On September 30, 2007, NCR completed the spin -off of its Teradata Data Warehousing business through the distribution of a tax-free dividend to its stockholders. NCR distri buted one share of common stock of Teradata Corporation (Teradata) for each share of NCR common stock to NCR stockholders of record as of the close of business on September 14, 2007. Upon th e distribution of Teradata, NCR stockholders received 100% (approximately 181 million shares) of the common stock of Teradata, which is now an independent public company trading under the symbol "TDC" on the New York Stock Exchange.

a. b.

M8-31.

Describe the differe nce between a spin-off and a split-off. What effects did NCR's spin-off of Teradata have on NCR's balance sheet and income statement?

Interpreting a Proposed Split-Off Disclosure

(L03)

Viacom, Inc. , reports the fo llowing foo tnote in its 2005 10- K.

VIAt:llM, IN!:. (VIA)

Discontinued Operations In 2004, Viacom completed the exchange offer for the split-off of Blockbuster Inc. (" Blockbuster") (NYSE: BBi and BBl. B). Under the terms of the offer, Viacom accepted 27 ,961 ,165 shares of Viacom common stock in exchange for the 144 million common shares of Blockbuster that Viacom owned. Each share of Viacom Class A or Class B common stock accepted for exchang e by Viacom was exchanged for 5.15 shares of Blockbuster common stock, consisting of 2.575 shares of Blockbuster Class A common stock and 2.575 shares of Blockbuster Class B common stock.

I~entifying

and Analyzing Financial Statement Effects of Stock Transactions

(L01)

Lipe Company reports the fo llowi ng transactions relating to its stock accoun ts in the current year. Feb. Feb. June Sep.

20 21 30 25

Issued I0 ,000 shares of $ I par value common stock at $25 cash per share. Issued 15 ,000 shares of$ I 00 par value , 8% preferred stock at $275 cash per share. Purc hased 2 ,000 shares of its own common stock at $ 15 cash per share. Sold 1,000 shares of its treasury stock at $2 1 cash per share.

Use the fi nancial statement effects template to indicate the effects fro m each of these tra nsactions. Iden~ifying

and Analyzing Financial Statement Effects of Stock Transactions

(L01)

McN1chols Corp . reports the fo llow ing transactions relating to its stock accounts in the current year. Jan. Jan. Mar. June July

15 20 31 25 15

Issued 25,000 shares of $5 par value common stock at $ 17 cash per share . Issued 6,000 shares of $50 par value, 8% preferred stock at $78 cas h per share. Purchased 3 ,000 shares of its ow n com mon stock at $20 cash per share. Sold 2,000 shares of its treasury stock at $26 cash per share. Sold the re maining 1,000 shares of treasury stock at $ 19 cash per share.

Use the fi nancial statement effects template to ind icate the effects fro m each of these transactions.

Analyzing and Computing Average Issue Price and Treasury Stock Cost (L01) Following is the stockho lders ' equi ty section fro m the Campbell Soup Company balance sheet.

~ CAMPBELL SOUP

a. b. c.

M8-32.

ALTRIA tallllll', INC. (MO)

Describe the accounting for a split-off. How wi ll the proposed spl it-off affect the number of Viacom shares outstanding? Under what circumstances will Viacom be able to report a gain fo r this proposed split-off?

(CPB)

Shareowners' Equity (millions, except per share amounts) August 1, 2010 Preferred stock: authorized 40 shares; none issued . . . . . . . . . . .

$

July 2, 2009

$

Interpreting Disclosure Related to Spin-Off (L03)

Capital stock, $.0375 par value; authorized 560 shares; issued 542 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

Altria reports the fo llow ing footnote to its 2008 10-K .

20

Additional paid-in capital . . .. . ..... . .. . ...... . .. . . . . . ... .

341

332

~------

On March 28, 2008, Altria Group, Inc. distributed all of its interest in Philip Morris International Inc. ("PMI") to Altria Group, Inc. stockholders of record as of the close of business on March 19, 2008, in a tax-free distribution . Altria Group, Inc. distributed one share of PMI common stock for every share of Altria Group, Inc. common stock outstanding as of the PMI Record Date. Following the PMI Distribution Date, Altria Group, Inc. does not own any shares of PMI stock. Altria Group, Inc. has reflected the results of PMI prior to the PMI Distribution Date as discontinued operations on the con solidated statements of earnings and the consolidated statements of cash flows for all periods presented . The assets and liabilities related to PMI were reclassified and reflected as discontinued operations on the

Earnings retained in the business .. .. .... . . . . .. . • ... .. . ...

8,760

8,288

Capital stock in treasury, at cost ..... . . . . . . . . . ... .. .. . .. . .

(7,459)

(7,194)

Accumulated other comprehensive loss . .. . . . ..... . . . .. . . . .

(736)

(718)

Total Campbell Soup Company shareowners' equity . . . . . • . . .. Noncontrolling interest .. . . . . . ... .... .. . . . .. . . . . ... . . ... .

926 3

728 3

Total equity . . .... . .. ... . .. ..... .. . . . . . .... . .... . ..... .

$ 929

$ 731

Campbell Soup Company also reports the fo llowi ng statement of stockholders ' equity.

8-35

Module 8 I Equity Recognition and Owner Financing

Module 8 I Equity Recognition and Owner Financing

Analyzing and Computing Issue Price, Treasury Stock Cost, and Shares Outstanding Following is the stockholders' equity section from Altria 's 20 lO balance sheet.

CAMPBELL SOUP COMPANY Shareowners'Equlty Capital Stock Earnings

laaued (Miiiions, except per share amounts)

Sharea Amount

Balance at August 2, 2009 .. ...... . Comprehensive income (loss) Net earnings . .. .. . . . ........ . . Foreign currency translation adjustments, net of tax ..... . .. . Cash-flow hedges, net of tax .... . Pension and postretirement benefits, net of tax ... ... ..... . Other comprehensive income (loss) .. . .. . . . .. .. .... . Total comprehensive income (loss) ..

542

$20

a. b. c. d.

e.

f. E8-37.

lltl1Cember 31 ($ mllllon)

(199)

$(7,194)

$332

$8,288

$(718)

Common stock, par value $0.33 1/3 per share (2,805,961 ,3 17 shares issued). . . . . . . . . . . Additional paid-in capital.. . ...... .... ....... . . . .... .... .. . ... ... .. . . . .. .. .. Earnings reinvested in the business ...... ...... . ... ... .... .. ........... .. .. . . . Accumula~,ed other comprehensive losses .. .... . ..... ....... . . . .. .... .. . ... . . . Cost of repurchased stock (717,221,651 shares in 2010) ....• . .... . .......•..... . .

$ 3

935 5,751 23,459 (1,484)

(23,469)

(59)

Total stockholders' equity .. . ..... . .... . .... .. ... . ....... . .... .. . . .. . . . . ... .

$ 5,195

3

(18)

a. (372) (14)

7 $20

542

(206)

b.

(472)

c.

207

9

d. e.

$(7,459)

$341

$8,760

$(736)

$ 3

Show the computation, using par value and share numbers , to arrive at the $20 million in the common stock accou nt. At what average price were the Campbell Soup shares issued? Reconcile the beginning and ending balances of retained earnings . . . Campbell Soup reports a $39 gain as part of Accumulated Other Comprehensive ~ncom~ relaung to foreign currency translation adjustments. Explain what foreign currency translation ~djustments represent. What effect did foreign currency translation adjustments have on net earnings for the year? . . · k · Campbell Soup reports an increase in stockholders' equity relating to the exerc1~,e of ~toe opt1~ns (titled "Treasury stock issued under management incentive and sto~k option ~lans ). T~1s transaction involves the purchase of common stock by employees at a preset pnce. Describe how this set of transactions affects stockholders' equity. Describe the transaction relating to the "Treasury stock purchased" line in the statement of stockholders ' equity.

f.

a.

b.

Assume that Skinner declared and paid cash dividends of $63,000 in 2010 , $0 in 20 11 , and $378 ,000 in 20 12. Compute the total cash dividends and the dividends per share paid to each class of stock in 2010, 20 l l , and 20 12. Assume that Skinner declared and paid cash dividends of $0 in 2010, $ 108,000 in 2011, and $ 189,000 in 2012. Compute the total cash dividends and the dividends per share paid to each class of stock in 2010 , 2011, and 2012.

Identifying and Analyzing Financial Statement Effects of Dividends (L02) Chaney Company has outstanding 25,000 shares of $ 10 par value common stock. It also has $405 ,000 of retained earnings . Near the current year-end, the company declares and pays a cash dividend of $ 1.90 per share and declares and issues a 4% stock dividend. The market price of the stock the day the dividends are declared is $35 per share. Use the financial statement effects template to indicate the effects of these two separate dividend transactions. Identifying and Analyzing Financial Statement Effects of Dividends (L02) The stockholders' equity of Pagach Company at December 31 , 20 11 , appears below.

Common stock, $10 par value, 200,000 shares authorized; 80,000 shares issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . $800,000 Paid-in capital in excess of par value. . . . . . . . . . . . . . . . . . . . . . . . . . 480,000 Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 305,000

in 2012. Compute the total cash dividends and the dividends per share paid to each class of stock ID 20 lO, 20 11 , and 20 12.

of stock in each of the three years. . h c1ass If the preferred stock is noncumulative , determine the total amount of cash dividends paid to eac of stock in each of the three years.

Show the computation to derive the $935 million for common stock . At what average price has Altria issued its common stock? How many shares of Altria common stock are outstanding as of December 31, 20 IO? At what average cost has Altria repurchased its treasury stock as of December 31, 20 I0? Why would a company such as Altria want to repurchase $23,469 million of its common stock? What does the Noncontrolling Interests account of $3 million represent?

Analyzing Cash Dividends on Preferred and Common Stock (L02) Skinner Company began business on June 30, 2010. At that time, it issued 18 ,000 shares of $50 par value, 6% cumulative preferred stock and 90 ,000 shares of $ 10 par value common stock. Through the end of 2012, there has been no change in the number of preferred and common shares outstanding.

Assume that Moser declared and paid cash dividends of $0 in 2010 , $ 183,000 in 2011, and $200,~ in 20 12. Compute the total cash dividends and the dividends per share paid to each class of stock ID

Analyzing Cash Dividends on Preferred and Common Stock (L02) of Potter Company has outstanding 15 ,000 shares of $50 par value, 8% preferred stock ~nd 50,000 s.hares ds $5 par value common stock. During its first three years in business,. it declared and paid no cash dividen in the first year, $280,000 in the second year, and $60,000 in the third year. . the total amount o f cas h d .. a. If the preferred stock is cumulative, determine 1v1 d en d s pa1.d to each c1ass b.

$

5,192

~~~~;;eo:~~ta~o;~r ~~clared and paid cash dividends of $0 in 2010, $84,000 in 2011, and $150,~ E8-38.

2010

Total stockholders' equity attributable to Altria Group, Inc .. ............. . .. .... ... . Noncontr,olling interests ........... ... ......... . ... ... .......... ...... .. . .. .

1

b.

ALTl\IA l:RllUP, INC.

39 2

Analyzing Cash Dividends on Preferred and Common Stock (L02) Moser Company began business on March 1, 20 I0. At that time, it issued 20 ,000 shares of $60 par valu:f 7% cumulative preferred stock and 100 ,000 shares of $5 par value common stock . Th.rough the end 20 12, there has been no change in the number of preferred and common shares outstanding. a.

(L01)

tnl'ntasury

844

Dividends ($1.075 per share) . .... . . Treasury stock purchased .. .... . . . Treasury stock issued under management incentive and stock option plans . . ... ... ... . . Balance at August 1, 2010 ... ...• . .

Accumulated

Other Additional Retained Comprehensive In the Paid-In Shares Amount Cepltal Business Income (Loss)

During 2012, the following transactions occurred: May 12 Declared and issued a 7% stock dividend ; the common stock market value was $ 18 per share. Dec. 31 Declared and paid a cash dividend of 75 cents per share.

a. b.

8-36

Use the financial statement effects template to indicate the effects of these transactions. Reconcile retained earnings for 2012 assuming that the company reports 2012 net income of $283,000.

(MO)

8-37

Module 8 I Equity Recognition and Owner Financing

ES-43.

Module 8 I Equity Recognition and Owner Financing

Identifying and Analyzing Financial Statement Effects of Dividends

(L02)

Analyzing Equity Changes from Convertible Preferred Stock (L03) Xerox reports the fo llo win g stockh olders' equity informati on in its I 0-K report.

T he stockh olders' equity of Kinney Company at December 3 1, 2011 , is shown below.

XERllX CORPORATION

December31

5% preferred stock, $100 par value, 10,000 shares authorized; 4,000 shares issued and outstanding . ... ... . ... ..... .. .... .. . . Common stock, $5 par value, 200,000 shares authorized; 50,000 shares issued and outstanding ... . .. . .. .. ... . ... . ·· ···· Paid-in capital in excess of par value-preferred stock. . . . . . . . . . . . . . Paid-in capital in excess of par value-common stock . . . . . . . . . . . . . . Retained earnings .. . . ... . . ... . .. .. ... . . . ..... . .. . .. · · . .. .. .

$ 400 ,000 250,000 40,000 300,000 656,000

Total stockholders' equity ... . ..... .. ...... .. . . ... . . . . . . ... · · ·

2006 fTl81ldatory convertible preferred stock . . .. ... . . .. . . ... . .. . .. . .. . .. . stock, including additional paid-in capital . .... . . ... . . .. ... .. . .. .. . . stock, at cost ... .... .. .. . . .. ... .. . . . .. .. . ... . . . . ... ... ....... .

8-3 8

(XRX)

2005

$

$ 4,666 (141) 4,202 (1 ,647)

889 4,741 (203) 3,021 (1 ,240)

$1,646,000 Accumulated

Common Common Addltlonal 'haswy Treasury OtherComStock Stock Paid-In Stock Stock Retained prehenslve Shares Amo&mt Capital Shares Amount Earnings Loss

The follow ing transactions, among others, occurred during 201 2: Declared and issued a 100% stock dividend on all outstanding shares of co stock. The market value of the stock was $ 11 per share. Dec. 7 Declared and i ssued a 3% stock di v idend on all outstanding shares of common s~ The market value of the stock was $ 14 per share. Dec. 20 Declared and paid ( 1) the annual cash dividend on the preferred stock and (2) a cash divi dend of 80 cents per common share.

adjustments ... . ... . .. . . . ..... . .... .. . . .... pension liability .. . . .. . .. . . .. . . . . . ... . .. . . . . . . lized gains . .... . . .. . ... . . . .... . ... . . . .. . . .

Use the fi nancial statement effects template to indicate the effects of these separate transactions. Compute retained earnings for 201 2 assum ing that the company reports 201 2 net income of $253~

t to initially apply FAS No. 158, net .. . . . ... . . . ...

Apr.

a. b.

ES-44.

Identifying, Analyzing and Explaining the Effects of a Stock Split (L02) On M arch I of the current year,Zhang Company has400 ,000 shares of $20 par value c.ommon stock that are issued and outstanding. Its balance sheet shows the fo llow ing account balances relat111 g to common stock.

Common stock ... . .... . . ... . . ... .. . . . . . Paid-in capital in excess of par value ... .. . . .

945 ,106

$945

$3,796

. . . . . . . . ....... .. .. . ....... . .... .. ..... . .

(13,917)

$ (203)

$3,021 1,210

$(1 ,240) 485 131

$1 ,827

mandatory convertible preferred stock s ($6.25 per share) .. ... . . .. . .... . ... . . ..... . . mandatory convertible preferred stock conversion . . . to acquire treasury stock . .... . . . . . . .. ...... ...

$8,000,000 3,400,000

(1,024) 10,256

11

156

74 ,797

75

814

(75,665) 74

(75)

(1 ,056)

(70,111) 75 ,665

(1 ,069) 1,131

954,568

$956

$3 ,710

(8,363)

$ (141 )

(29)

$4,202

$(1,647)

Preferred Stock As of December 31 , 2006, we had no preferred stock shares outstanding and one class of preferred stock purchase rights. We are authorized to issue approximately 22 million shares of cumulative preferred stock, $1 .00 par value.

share .

b.

c.

H ow many shares of common stock are issued and outstanding immediately after the stock split? Wh at is th e dollar balance in the common stock account immediately after the stock split? What is the doll ar balance in the paid-in capital in excess of par value account immediately after

Series C Mandatory Convertible Preferred Stock Automatic Conversion: In July 2006, 9.2 million shares of 6.25 % Series C Mandatory Convertible Preferred Stock were converted at a rate of 8.1301 shares of our common stock, or 74.8 mill ion common stock shares. The recorded value of outstanding shares at the time of conversion was $889. The conversion occurred pursuant to the mandatory automatic conversion provisions set at original issuance of the Series C Preferred Stock. As a result of the automatic conversion , there are no remaining outstanding shares of our Series C Mandatory Convertible Preferred Stock.

the stock split?

ES-45.

CATERPILLAR INC.

Analyzing and Computing Issue Price, Treasury Stock Cost, a~d Shares Outstanding (L01) Following is the stockholders' equity secti on of the 2010 Caterpillar Inc. , balance sheet.

(CAT)

Stockholders' Equity ($ millions)

2010

Common stock of $1 .00 par; Authorized shares: 2,000,000,000; Issued shares (2010, 2009 and 2008-814,894,624) at paid-in amount .. . ... . ..... . . . . .. . .. . . .. .... . ... . .. ···. $ 3,888 Treasury stock (2010-176,071 ,910 shares; 2009-190,171 ,905 shares; 2008-213,367,983 shares) at cost .... . .... .. .... . .... (10,397)

2009

2008

$ 3,439

$ 3,057

Noncontrolling interests . . .. . .. . . .. . . . . .... . ... . . . · · · · · · · · · · · ~

(10,646) 19,711 (3,764) 83

Total stockholders' equity ....... .. .. . . .. . .. . . . .. . .... . . ··· .$10,864

$ 8,823

Profit employed in the business ... .... . . . . . . . ... . . . .. . . . .. . .. · 21 ,384 Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . (4,051)

a. b.

c. d.

e.

Common Stock We have 1.75 billion authorized shares of common stock, $1 par value. At December 31, 2006, 106 million shares were reserved for issuance under our incentive compensation plans, 48 million shares were reserved for debt to equity exchanges, 15 million shares were reserved for th e conversion of the Series C Mandatory Convertible Preferred Stock and 2 million shares were reserved for the conversion of convertible debt. The 15 million shares reserved for the conversion of the Series C Mandatory Convertible Preferred Stock are expected to be released in 2007, since conversion was completed in 2006.

(11 ,217) 19,826 (5,579) 103

-----

$ 6,190

H ow many shares of Caterpi ll ar common stock are outstanding at year-end 201 O? What does the phrase " at paid- in amount" in the stockholders' equity section mean? At wh at average cost has Caterpillar repurchased its stock as of year-end 201 O? Why would a company such as Caterpill ar want to repurchase its common stock ? · d w h ·11e th e dol 1ar Explain how C AT 's " issued shares" remains constant over the three-year per10 amount of its common stock account increases .

Required

a.

b.

c.

(1,024) 167 (29) 889 (1 ,069)

On M arch 2 , Zhang Company splits its common stock 2-for- l and reduces the par value to $ 10 per

a.

Total $6,319 1,210 485 131

At December 3 1, 2005 , X erox reports $889 million of 6.25% Seri es C M andatory Convertibl e Preferred stock . Wh at is the doll ar amount of dividends that X erox must pay on thi s stock (assume a par value of $ 100 per share)? Some have argued th at securities such as thi s are more like debt th an equity. What is the bas is for such an argument? Describe the effects of conversion of the Series C M andatory Convertible Preferred stock during 2006 on Xerox 's balance sheet and its income statement. Wh at i s the benefit , if any , to Xerox of issuing equity securities with a conversion feature? How are th ese securities treated in the computation of earnings per share (EPS )?

$7 ,080

8-39

Module 8 I Equity Recognition and Owner Financing

Module 8 I Equity Recognition and Owner Financing

E8-47.

Analyzing and Computing Issue ~rice , Treas~ry ~tock Cost,_ and Shares Outstanding (L

The following transactions, among others, occurred duri ng the fo llowi ng year:

Follow ing is the stockholders' equity and mmonty interest sect10ns of the 2010 Merck & Co balance sheet. .,

MERl:K &en., INI:. (MRK)

Jan . 12 Announced a 3-for- l common stock split, reducing the par value of the common stock to $5 per share . The authori zed shares were increased to 300 ,000 shares. Sept. 1 Repurchased 10,000 shares of common stock at $ 10 cash per share. Oct. 12 Sold l ,500 treasury shares acquired September 1 at $ 12 cash per share . Nov. 21 Issued 5 ,000 shares of common stock at $2 1 cash per share . Dec. 28 Sold l ,200 treasury shares acquired September 1 at $9 cash per share .

Stockholdenl' Equity ($ mHllons)

a. b.

c. d.

P8-48.

Common stock, $0.50 par value; Authorized-6,500,000,000 shares; lssued-3,576,948,356 shares-2010 .. . ... ... .. . ..... . . .. ... . .. . Other paid-in capital. ... . ... . . . ... . .. .. . .. . . .. . .. . ....... .. .... . Retained earnings . ... . .... .. ....... . ....... . .... . .... . ... .. .. . Accumulated other comprehensive loss . .... .. . ....... . . . ... .. . . .. .

$ 1,788 40,701 37,536 (3,21 6)

Less treasury stock, at cost; 494,841,533 shares-2010 . ... . . . . .. .... .

76,809 22,433

Identifying and Analyzing Financial Statement Effects of Stock Transactions

Total Merck & Co., Inc. stockholders' equity .. ..... .. .... . . . .... . . . . .

54,376

The stockholders' equity of Verrecchia Company at December 31, 20 11 , follows:

Noncontrolling interests . . . .... . ............. .. ... .. .. . .... . . . .. .

2,429

Total equity .... .. . .. ... . . . . .. .. .... .. .... ... . . . . . ... .... .. .. . .

$56,805

Show the computation of the $ 1,788 million in the common stock account. At what average price were the Merck common shares issued? At what average cost was the Merck treasury stock purchased? How many common shares are outstanding as of December 3 1, 20 1O?

Jan . Jan . Mar. July Oct.

Identifying and Analyzing Financial Statement Effects of Stock Transactions

(L01)

$170,000 500,000 68,000 200,000 270,000

lssued 28,000 shares of common stock fo r $ 17 cash per share. Repurchased 8,000 shares of common stock at $ 19 cash per share . Sold one-half of the treas ury shares acqui red January 23 for $2 1 cash per share. Issued 3,200 shares of preferred stock fo r $ 128,000 cash. Sold 1,000 of the treasury shares acqui red January 23 for $24 cash per share.

Required a . Use the fi nancial statement effects templ ate to indicate the effects fro m each of these transactions. b. Prepare the December 3 1, 201 2, stockholders' equity section of the balance sheet assuming the company reports 201 2 net income of $59,000.

P8-49.

Identifying and Analyzing Financial Statement Effects of Stock Transactions

(L01 , 2)

The stockholders' equity of Sougiannis Company at December 31 , 2011 , fo llows: 7% Preferred stock, $100 par value, 20,000 shares authorized; 5,000 shares issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . $ 500,000 Common stock, $15 par value, 100,000 shares authorized; 40,000 shares issued and outstanding. . . . . . . . . . . . . . . . . . . . . . . . . 600,000 24,000 Paid-in capital in excess of par value-preferred stock ... . . . . . .. . . . . 360,000 Paid-in capital in excess of par value-common stock . .. . .. . ... . .. . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 325,000 Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$750,000 600,000 346,000

5 18 12 17 l

Issued 10 ,000 shares of common stock for $ I 2 cash per share . Repurchased 4,000 shares of common stock at $ 14 cash per share. Sold one-fourth of the treasury shares acqui red January 18 for $ 17 cash per share. Sold 500 shares of treasury stock for $ 13 cash per share . Issued 5,000 shares of 8%, $25 par value preferred stock for $35 cash per share . This is the first issuance of prefe rred shares from the 50,000 authorized preferred shares.

Required Use the fi nancial statement effects template to indicate the effects of each transaction. b. Prepare the December 31, 201 2, stockholders' equ ity section of the balance sheet assuming that the company reports net income of $72 ,500 fo r the year.

a.

During 201 2, the fo llowing transactions occurred: Jan. I0 Jan . 23 Mar. 14 July 15 Nov. 15

Common stock, $5 par value, 350,000 shares authorized; 150,000 shares issued and outstanding . . . .. . .. . . . . .. . . .... . . . . Paid-in capital in excess of par value . . . . . . . .. . .. . .... . . .. ... . .. . Retained earnings . .. . . .. . . ..... ... ... .. . .... .............. .

(L01)

During 201 2, the fo llowing transactions occurred:

The stockholders' equity section of Gupta Company at December 31 , 2011 , fo llows: 8% preferred stock, $25 par value, 50,000 shares authorized; 6,800 shares issued and outstanding .. . .... .. ............ .. .. . Common stock, $10 par value, 200,000 shares authorized; 50,000 shares issued and outstanding .. . ...... . .......... . ... . Paid-in capital in excess of par value-preferred stock ... . . . . . ..... . Paid-in capital in excess of par value-common stock .... ... ... ... . Retained earnings . ... ....... . .......... .. .... .. ........... .

Required Use the financia l statement ~ffects template to indicate the effects fro m each of these transactions. b. Prepare the December 31, 20 12, stockholders' equity section of the balance sheet ass uming that the company reports 2012 net income of $83 ,000 .

a.

$1 ,809,000

Identifying and Analyzing Financial Statement Effects of Stock Transactions

(L01 , 2)

Following is the stockholders ' equity of Dennis Corporation at December 31, 2011 : 8% preferred stock, $50 par value, 10,000 shares authorized; 7,000 shares issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock, $20 par value, 50,000 shares authorized; 25,000 shares issued and outstanding. . . . . . . . . . . . . . . . . . . . . . . . . Paid-in capital in excess of par value-preferred stock. . . . . . . . . . . . . . Paid-in capital in excess of par value-common stock. . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 350,000 500,000 70,000 385,000 238,000 $1 ,543,000

The fo llowing transactions, among others, occurred during 20 12: Jan . 15 Issued 1,000 shares of preferred stock fo r $62 cash per share. Jan . 20 Issued 4,000 shares of common stock at $36 cash per share. May 18 Announced a 2-fo r- l common stock split, reducing the par value of the common stock to $ 10 per share. The number of shares authorized was increased to 100,000 shares. June 1 Issued 2,000 shares of common stock for $60,000 cash. Sept . l Re purchased 2,500 shares of common stock at $ 18 cash per share. Oct. 12 Sold 900 treasury shares at $2 1 cash per share. Dec . 22 Issued 500 shares of preferred stock for $59 cash per share . Required Use the fi nancial statement effects template to indicate the effects of each transaction.

8-40

8-41

Module 8 I Equity Recognition and Owner Financing

Module 8 I Equity Recognition and Owner Financing

~

PS-52.

THE PROCTER & t:AMBLE COMP MY

Analyzing and Interpreting Equity Accounts and Accumulated Other Comprehensive Income (L02) Following is the stockholders' equity section of Fortune Brands balance sheet and its statement of

Analyzing and Interpreting Equity Accounts and Comprehensive Income (L02) Following is the shareholders' equity section of the 20 I 0 balance sheet for Procter & Gamble pany and its statement of shareholders' equity.

stockholders' equity.

(PG)

2010

June 30 (In mllllons, except per share amounts) Shareholders' Equity

Stockholders' Equity

$2.67 convertible preferred stock

$ 1,324

2010 $

Common stock, par value $3.125 per share, 234.9 shares issued .... ... .

Non-Voting Class B preferred stock, stated value $1 per share (200 shares authorized) ...... . ............ ... . .. .. ... .... . ... ... .

4.9 734.0

2009

$

5.2 734.0

Paid-in capital . ....... ... . .. ........ .. ........ .. ............. .

820.2

755.6

Accumulated other comprehensive loss ... . ............. .. ..... . . . .

(172.0)

(211 .8)

Common stock, stated value $1 per share (10,000 shares authorized; shares issued: 2010-4,007 .6, 2009--4,007 .3) .... ........ . ... ... .. . .

4,008

4,007

Retained earnings . ... ..... ..... . .. .. ................... . .... . .

7,499.3

7,135.4

Additional paid-in capital ... . . .... . .. .. . .. . .. . . . . ...... .. ....•... . .

61 ,697

61, 118

Treasury stock, at cost .. .... . . . .. . ...... . ... . ...... ...... ... ... .

(3,215.3)

(3,326.0)

Reserve for ESOP debt retirement. ...... . . . .. . ... .... ....... ... .... .

(1,350)

(1,340)

Accumulated other comprehensive income (loss) . . . . . .......... . ..... . .

(7,822)

(3,358)

Total Fortune Brands stockholders ' equity . . ... .. . . . ...... .......... . Noncontrolling interests . .. ............... ... ...... . ... ........ . .

5,671 .1 16.9

5,092.4 13.3

Treasury stock, at cost (shares held: 2010-1, 164.1, 2009-1,090.3) ...... . .

(61,309)

(55,961)

Total equity . .................. . ...... , .......... . . ... ... . .. •..

$5,688.0

$5,105.7

Retained earnings ...... .. ........ ... ..... ..... .... . ....... . .... . Noncontrolling interest . .. ... . . ... . .. . . . . .. .. .... . .......... . .... . .

64,614 324

57,309 283

---

Total shareholders' equity ..... . ........ .. . .... . . .. ..... .......... . $61,439

--$63,382 ---

$2.67 Convertible

Preferred Stock Consolidated Statement of Shareholders' Equity $5.2

Accumulated Other CompreReserve Nonhenslve Additional forESOP Common Income controlllng Treasury Debt Shares Common P1efemld Paid-In Stock (Losa) Interest C8pltal Retirement Stock OUtstandlng Stock

Dollars In mffllons; Shares In

thousands

Balance June 30, 2009 . . ... .. . .. . 2,917,035 Net earnings .. ........ . ........ Other comprehensive income: Financial statement translation .. . Hedges and investment securities, net of $520 tax . .. .. Defined benefit retirement plans, net of $465 tax .. .... .. . ....

$4,007

$1,324

$61,118

$(1,340)

$(3 ,358)

$283

(4,194)

867

867

(1,137)

(1,137}

(96,759) 17,616 5,579

(47)

(10)

2,843,471

$4 ,008

$1,277

$61 ,697

$(1,350)

$(7,822)

$324

efit on exercise of stock options . . .. .. . • .... .... ion of preferred stock ... . .... . .... .. .........

17 39

a.

$61,439

c.

Required a. What does the term convertible (i n reference to the company 's Class A preferred stock) mean? b. How many shares of common stock did Procter & Gamble issue when converti bl e Class A pre-

c.

ferred stock was co nverted during fiscal 20 IO? Describe the transactions relatin g to employee plan issuances. At what average price was the com-

d.

mon stock issued as of year-end 2010? What is other comprehensive income? What is the accumulated other comprehensive income

e.

account? Explain . What cas h dividends did Procter & Gamble pay in 20 I 0 for each class of stock?

$(3,326.0)

$13.3 8.4

5.7 55.2 6.1 (2.4) $734.0

$820.2

496 .0

2.8 11 .0

--487.6

8.4 (4.8)

(116.2)

(0.3)

$5,105.7

2.8 11.0

$4.9

Total

26.0

s ($0.76 per Common share and 7 per Preferred share) ... ..... . . ..... • ....... ..

27

$(61,309) $64,614

$7,135.4

26.0

39.8

(5,239) (219)

41

(2)

$(211.8)

s paid to noncontrolling interests ...............

(5,239) (219) (6,004) 1,191

(6,004) 616 40

574 7

$755.6

487.6

$8,272

--

Noncontrolling interest .. . .... Balance June 30, 2010 .... .. . . ...

$734.0

n and postretirement benefit adjustments of tax expense of $8.1 million) . ..... ....... .. ..

(4,194)

Total comprehensive income .... Dividends to shareholders: Common ........ .. ... ...... . Preferred, net of tax benefits ... . Treasury purchases . ........... . Employee plan issuances ........ . Preferred stock conversions . . .. ... ESOP debt impacts ...... ... ....

Accumulated Other Treasury NonCommon Paid-In Comprehensive Retained Stock At controlling Stock Capital Income (Loss) Earnings Cost Interests

me .. ... . ..... . .... . .. ...... . .. ......... ion adjustments (net of tax expense of 7.3 million) ...... .... .. . .. .. . ....... .........

$(55,961) $57,309 12,736

FORTUNE BllANOS, INI:. (FO)

31 (In millions, except per share amounts)

Convertible Class A preferred stock, stated value $1 per share (600 shares authorized). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,277

8-42

535.8 (4.8) (116.2)

(7.5)

61.4 46.6

$7,499.3

$(3,215.3)

67.1 94.3 6.1

2.7 $(172.0)

$16.9

$5,688.0

Required

b.

Explain the "$2.67" component of the convertible preferred stock account title. Show (confirm) the computation that yields the $734.0 million common stock at year-end 2010. Assuming that the convertible preferred stock was sold at par value, at what average price were Fortune Brands ' common shares issued as of year-end 2010?

d.

What is included in Fortune Brands' other comprehensive income for 2010? What other items are typically included in other comprehensive income?

e.

Explain the $6. 1 million tax benefit on exercise of stock options, reported in the statement of stockholders ' equity.

Interpreting Footnote Disclosure on Convertible Debentures (L03) Alloy, Inc. , reports the following footnote related to its convertible debentures in its 2007 10-K ($ thousands).

ALLOY, INI:. (ALOY)

In August 2003, Alloy completed the issuance of $69,300 of 20-Year 5.375% Senior Convertible Debentures due August 1, 2023. If converted , bondholders would currently receive 29.851 shares of Alloy common for each $1,000 face amount bond. Alloy continues to be responsible for repaying the Convertible Debentures in full if they are not converted into shares of Alloy common stock. If not

continued

8-43

Module 8 I Equity Recognition and Owner Financing

Module 8 I Equity Recognition and Owner Financing continued from prior page

previously converted to common stock, Alloy may redeem the Convertible Debentures after August 1 2008 at 103% of their face amount from August 1, 2008 through December 31, 2008 and at decli . • prices to 100% in January 2011 and thereafter, with accrued interest. From August 30, 2006 throning December 7, 2006, holders converted approximately $67,903 face amount of their Debentures~h accordance with their terms, into approximately 2,026,000 shares of Alloy common stock. Duri n fiscal 2006, the Company's additional paid-in capital increased by $67,883 as a result of the conv ~ sions. At January 31 , 2007, the Company had $1,397 in principal amount of outstanding Converti:i Debentures. At January 31, 2007, the fair value of the Convertible Debentures was approximately $1,504, which is estimated based on quoted market prices.

Required How did Alloy initially account for the i ssuance of the 5.375 % debentures, assuming that the version option cannot be detached and sold separately? b. Consider the conversion terms reported in the footnote. At what minimum stock price would. make economic sense for debenture holders to convert to Alloy common stock? c. Use the financial statement effects template to show how Alloy accounted for the conversion of the 5 .375% debentures in 2006 . The par value of the company 's stock is $0.0 l. d. A ssume that the conversion feature is valued by investors and, therefore , results in a higher initial issuance price for the bonds. What effect will the conversion feature have on the amount of interea expense and net income that Alloy reports? e. How are the convertible debentures treated in the computation of basic and diluted earnings per share (EPS)?

a.

P8-SS.

Interpreting Disclosure on Convertible Preferred Securities

(L03)

The 2008 annual report of Northrop Grumman Corporation includes the following disclosure in its shareholders' equity footnote:

NORTHROP t:RUMMJ\N COHP. (NOC)

Conversion of Preferred Stock On February 20, 2008, the company's board of directors approved the redemption of all of the 3.5 million shares of mandatorily redeemable convertible preferred stock on April 4, 2008. Prior to the redemption date, substantially all of the preferred shares were converted into common stock at the election of shareholders. All remaining unconverted preferred shares were redeemed by the company on the redemption date. As a result of the conversion and redemption, the company issued approximately 6.4 million shares of common stock.

Required Explain what is meant by " mandatorily redeemable" and "convertible" preferred stock. b. The company's balance sheet reports preferred stock of $350 million at December 31, 2007 (and $0 at December 31, 2008) . As is typical , Northrop Grumman originally sold these preferred at par. Confirm that the par value of the preferred stock i s $ 100 per share. c. Northrop's footnotes report that the fair value of the preferred shares w as $ 146 per share at December 31, 2008. What would explain thi s large increase in its preferred stock's market price? d. Use the financi al statement effects template to record the conversion of the preferred stock on April 4 , 2008. A ssume that all 3.5 million shares were converted . The par value of the company's common stock is $ 1 per share.

a.

P8-56.

Identifying and Analyzing Financial Statement Effects of Share-Based Compensation

(L0 1)

Weaver Indu stries implements a new share-based compensation plan in 2009 . Under the plan , the company 's CEO and CFO each will receive non-qualified stock options to purchase 100 ,000 , no par shares. The options vest ratably ( 1/3 of the options each year) over three years, expire in I 0 years , and have an exercise (strike) price of $22 per share . Weaver uses the Black-Scholes model to estimate a fair value per option of $ 15. The company 's tax rate is 40%. Required Use the financial statement effects templ ate to record the compensation expense related to these options for each year 2009 through 2011. include the effects of any anticipated deferred tax benefits. b. ln 2012 , the company 's stock price i s $ 19 . If you were the Weaver Industries CEO, would you exercise your options? Explain .

a.

c.

In 2014 , the company's stock price is $40 and the CEO exercises all of her opti ons. Use the finan-

d.

cial statement effects template to record the exercise. What tax benefit will Weaver Industries receive related to the CEO 's exercise in part c? What will be the tax consequences to the CEO?

8-44

Interpreting Disclosure on Employee Stock Options (L01) Intel Corporation reported the following in its 20 JO 10-K report.

INTEL Share-Based Compensation Share-based compensation recognized in 201 o was $917 million ($889 million in 2009 and $851 million in 2008) . . . . During 2010, the tax benefit that we realized for the tax deduction from share-based awards totaled $266 million ($119 million in 2009 and $147 million in 2008) .... We use the Black-Scholes option pricing model to estimate the fair value of options granted under our equity incentive plans and rights to acquire stock granted under our stock purchase plan . We based the weighted average estimated values of employee stock option grants (excluding stock option grants in connection with the Option Exchange in 2009) and rights granted under the stock purchase plan, as wel! as the weighted average assumptions used in calculating these values, on estimates at the date of grant, as follows :

Stock Options

Estimated values .. . ..... Expected life (in years) .... Risk-free interest rate ..... Volatility ............... Dividend yield ...........

Stock Purchase Plan

2010

2009

2008

201«!,

2009

2008

$4.82 4.9 2.5% 28% 2.7%

$4.72 4.9 1.8% 46% 3.6%

$5.74 5.0 3.0% 37% 2.7%

$4.71 0.5 0.2% 32 % 3.1 %

$4.14 0.5 0.4% 44% 3.6%

$5 .32 0.5 2.1% 35% 2.5%

Additional information with respect to stock option activity is as follows:

Number of Options

(In mlllons, except per option amowrts) December 29, 2007 ... .. . ...... .. .... . ... .. Grants ......... .. . . . ... . . . . .. . . . ......... Exercises . .. . . .... .. ......... . .... . .. . ... Cancellations and forfeitures ... ...... .. ...... Expirations . ..... ........... . ......... .. ..

. . . . .

665.9 24.9 (33.6) (42.8) (2.4)

$27.76 $20.81 $19.42 $31.14 $22.84

December 27, 2008 . . ........ . . . .......... . . Grants ... . .. .. ...... . ... . .. .. .. ... ... .... . Assumed in acquisition ... .... . ... . .. ..... . . . Exercises ...... .. ... ... ........ . . . . . .. .. . . Cancellations and forfeitures . . ... .. . . .... .... . Exchanged . . . .. .. ... . . . .. .. .. .. . . . . ...... . Expirations . .. . ....... . .. ................. .

612.0 118.5 9.0 (3.6) (29.6) (217.4) (37.6)

$27.70 $18.01 $15.42 $15.90 $28.16 $26.75 $31 .92

December 26, 2009 .... .. . ... .. . . . . . . . ... . . . Grants . .. . .. . .. . . . .. ...... . . . . .. . ...... . . . Exercises . . ... ............ .. . . .. .. ... . .. . . Cancellations and forfeitures .. . . . .... . . . ..... . Expirations .. . .. . ...... .. ............. . ... .

451.3 20.2 (16.6) (16.1) (52.4)

$25.08 $23.25 $18.36 $24.76 $60.68

December 25, 201 O .. .. ..... . .............. .

386.4

$20.45

Options exercisable December 27, 2008 December 26, 2009 December 25, 2010

517.0 297.7 263.0

$28.78 $28.44 $21.03

as of: ......... . .. .. ... . ...... . ....... ... .... ... .. . . . .. . . . ... .. . .... . ... ... . . . . . .

l:ORPOllJ\ TlllN (INTC)

8-45

Module 8 I Equity Recognition and Owner Financing

Module 8 I Equity Recognition and Owner Financing

Required a. What did Intel expense for share-based compensation for 2010? How many options did Int 1 in 20 JO? Compute the fair value of all options granted during 20 I 0. Why do the fair value e of option grants and the expense differ? b. Intel used the Black-Scholes formula to estimate fair value of the options granted each Year did the change in volatility from 2009 to 20 I 0 affect share-based compensation in 2010?. about the change in risk-free rate? · c. How many options were exercised during 2010? Estimate the cash that Intel received fro • employees when these options were exercised. Ill d. What was the intrinsic value per share of the options exercised in 20 IO? If employees who e cised options in 2010 immediately sold them, what " profit" did they make from the shares? (H: A ssume that Intel grants options at-the-money.) e. The tax benefit that Intel will receive on the options exercised i s computed based on the intri value of the options exercised. Estimate Intel 's tax benefit from the 20 I 0 option exercises assu · a tax rate of 37 % . f. What was the average exercise price of the options that expired in 20 IO ? Explain why employeea; might have let these options expire without exercising them. (Hint: Assume th at Intel grants options at-the-money.)

PS-58.

INTEL CORPORATION

Interpreting Disclosure on Share-Based Compensation (L01) Intel reported the following information in its 2010 10-K related to its restricted stock plan .

In 2009, we began issuing restricted stock units with both a market condition and a service condition (market-based restricted stock units), referred to in our 2010 Proxy Statement as outperformance stock units, to a small group of senior officers and non-employee directors. The number of shares of Intel common stock to be received at vesting will range from 33% to 200% of the target amount, based on total stockholder return (TSR) on Intel common stock measured against the benchmark TSR of a peer group over a three-year period. TSR is a measure of stock price appreciation plus any dividends paid in this performance period. As of December 25, 2010, there were 3 million marketbased restricted stock units outstanding. Th ese market-based restricted stock units accrue dividend equivalents and vest three years and one month from the grant date. Information with respect to outstanding restricted stock unit (RSU) activity is as follows:

ofRSUs

December 29, 2007 .. .... . ........ . .. ... .. . . . Granted . .. .... ...... ..... . .. . .... . . .... . . . Vested ... . . . .. . .. . . ...... . ... ....... . ..... . Forfeited ...... . . . . ...... .... .. ........... . .

51.1 32.9 (12 .1) (4.6)

$20.24 $19.94 $19.75 $20.12

December 27, 2008 ......... ... . .... ...... .. . Granted .. . .... ........... .. ..... . . ... . ... . Assumed in acquisition .. . ................. . . . Vested . . . ... . ..... ... ..... . . . .. . .... ...... . Forfeited ... ... .. .... ...... ..... .. .. . .. .. .. .

67.3 60.0 1.6 (20.1) (3.4)

$20.18 $14.63 $17 .52 $20.24 $18.19

December 26, 2009 ............ . . ..... . . . . .. Granted ... .. ............ . . ........ . .. . ... Vested ..... . . ... .... . .. .. .... ........ .. . .. Forfeited ....................... . .. .... . ...

. . .

105.4 32.4 (34.6) (3.4)

$17.03 $22 .56 $17.70 $17.98

December 25, 2010 ......................... .

99.8

$18.56

Expected to vest as of December 25, 2010 .... . .. .

94.4

$18.54

Number (In Millions, Except Per RSU Amounts)

.

continued from prior page

requirements. Restricted stock units that are expected to vest are net of estimated future forfeitures. As of December 25, 2010, there was $1.2 billion in unrecognized compensation costs related to restricted stock units granted under our equity incentive plans. We expect to recognize those costs over a weighted average period of 1.3 years.

Required H ow do restricted stock and stock options differ? In what respects are they the same? b. Why do companies impose vesting periods on restricted stock grants? c. Use the financial statement effects template to record the restricted stock granted to senior executives during 2010. The common stock has a par value of $0 .00 I per share. d. Use the financial statement effects template to record the 20 I 0 compensation expen se related to I ntel's restricted stock awards assuming straight-line amortization of the deferred compensation over the I .3-year amortization period .

a.

Analyzing Revaluation Reserve (L02) WorkCover Queensland offers workers compensation coverage to people in Queensland, Austra-

(INTC)

Weighted Average GrantDate Fair Value

8 -46

lia. Its 2010 notes (compliant with IFRS) reported the fo llowing information on the asset reva luation reserve , which is included in stockholders ' equity on the balance sheet.

(In 000 Australian dollars)

Land

Carrying amount at the beginning of fiscal 2009 . . ....... Revaluation increment (decrement) ... .. . ... ....... . . ... Tax effect on revaluation . ... . ........ . . .... .. . ... . . . ..

Buildings

Total

8, 120 1,000 (300)

17,450 (5,027) 1,508

25,570 (4, 027) 1,208

Carrying amount at the end of fiscal 2009 ... . .. . .... ...

8,820

13,931

22, 751

Carrying amount at the beginning of fiscal 2010 ......... Revaluation increment (decrement) . ... . . . . . . . .......... Tax effect on revaluation. . .. ..... . ..... . ..............

8,820 (3, 000) 900

13,931 (2,285) 686

22,751 (5,285) 1,586

Carrying amount atthe end of fiscal 2010 ... .. . . .. . ....

6,720

12,332

19,052

WUllKl:OVEll OUEENSLAND

Explai n the concept of asset reva luation. W hat happened to the fair value of land during fiscal 2009 and fiscal 2010? Were the fair values of bui ldings sim i larly affected? How was the income statement affected by these reva luations?

Analyzing and Computing Average Issue Price and Treasury Stock Cost and Market Cap) (L01, 2) Ahold is a major international supermarket operator based in Zaandam , Netherlands . Following is information taken from Ahold's financial statements prepared in accordance with IFR S.

2010

December 28, 2008

Issued and paid-in share capital ......... . ...... . .... . .. ... . Additional paid-in capital .. . . ... . . ... .. . . . .. ..... . ....... . . Legal reserves .......... . ... .. ... . . . . .... . .......... . . . . Accumulated deficit . ...... . .. . ....... ... ... . . . . . ..... . .. . Net income . .. . . .. . . .. . .. . ............ . ....... . .. . . ... . .

358 9,916 (236) (5,492) 894

358 9,916 (311) (6,353) 1,077

Shareholders' equity . .. .... .. . ... .. . . ... . . .............. .

5,440

4,687

January 3,

Shareholders' Equity (€ millions)

The aggregate fair value of awards that vested in 2010 was $808 million ($320 million in 2009 and $270 million in 2008), which represents the market value of Intel common stock on the date that the restricted stock units vested. The grant date fair value of awards that vested in 201 O was $612 million ($407 million in 2009 and $239 million in 2008). The number of restricted stock units vested includes shares that we withheld on behalf of employees to satisfy the minimum statutory tax withholding continued

Footnotes to financial statements disclose the fo llowing: At January 3, 2010 , and December 28, 2008, there were 1,700 ,000 ,000 authorized and 1,191,888 ,000 shares issued. On those respective dates , the company had treasury stock of I0 ,674 ,000 shares and 15 ,203,000 shares, respectively, and the amount in shareholders' equity was €( ll 2) mill ion and €(159) mi ll ion .

AHOLD

8-47

Module 8 I Equity Recognition and Owner Financing

Module 8 I Equity Recognition and Owner Financing

Required

a. b. c. d.

e. 18-61.

HENKEL AC &CU.

How many shares are authorized at 2009 fiscal year-end? How many shares are issued at 2009 fiscal year-end? At what average price were these 8 issued at fiscal year-end 2009? How many treasury shares are held as of fiscal 2009 year-end? At what average price did the pany repurchase treasury shares as of fiscal 2009 year-end? How many shares are outstanding as of January 3, 2010? At January 3, 2010 , the share price for Ahold was €9.32. Compute the company's market ca . ization on that date. How does this compare to the net book value of equity?

Notes to financial statements reveal that the company sold treasury shares during 2010 for proceeds of €21 million cash . Also , on July 6 , 2011, Dow Jones Newswire reported the following: Frankfurt-ThyssenKrupp AG (TKA.XE) said Wednesday it has decided to sell 49.48 million treasury shares, which correspond to 9.6% of its capital stock, as part of its strategy to reduce net debt. Analysts welcomed the share placement, saying it should help reduce debt and restore confidence in the company's balance sheet, even though it puts short-term pressure on the stock. Net financial debt stood at around EUR6.5 billion, or around twice as high as earnings before interest, taxes, depreciation and amortization at the end of the company's fiscal year 2010, ended Sept. 30. At 0830 GMT, ThyssenKrupp traded lower EUR1 .80 or 5.2% at EU R32.96, underperforming a broadly firmer market.

Analyzing and Inter preting Equity Accounts and Comprehensive Income (L01 , 2) Henkel AG & Co. is an international, fast-moving consumer goods (FMCG) company headqu in Diisseldorf, Germany. Following is its shareholders ' equity statement, prepared using IFRS, frorn. 2010 annual report (in Euros millions).

Required

a. Statement of changes In equity luulld capital

......

,.,... ...,

..... ...... .....

Ordinary fen1ld

Ctipltal

nieerve

At January 1, 2009 . . . . . . . . • • .. Net income .. ... . ... .. .. .. .. . . Other comprehensive income . . .. Total comprehensive income . . . Distributions ....... . .... . ... . . Sale of treasury shares .....• • ... Other changes in equity . . . . .... . At December 31 , 2009/ January 1, 2010 . . . . ...... . .• . . Net income .. .. . ........... . .. Other comprehensive income ... . Total comprehensive income .. . Distribution . . .. .. .. .. ... . . . ... Sale of treasury shares .. . . . ..... Other changes in equity . . .. . . ... At December 31 , 2010 . .. . . . . ..

260

178

652

(115)

6

b.

Olher components

R9'lllned ..-nlngs 6,920 602 (285) 317 (224) 4

lnstru-

Slw"eholdera of Henkel AG&Co.

menla

KGaA

"ftanelatlon elffwencea

Flnanclel

(1,199)

(212)

(102) (102)

(1 1) (11)

6,484 602 (398) 204 (224) 10

c. d. 51 26 (2)

e.

24

8-48

Consider the treasury shares at September 30, 2009 . At what average price had the company repurchased these shares? Use the information above to infer the number of treasury shares sold during fiscal 2010. How much cash did the company receive for these treasury shares? At what average price did the company sell these shares? Use the financial statement effects template to record the sale of treasury shares during fiscal 2010. Use the financial statement effects template to record the anticipated sale of treasury shares announced in Ju ly 2011. Assume that the shares will be sold for EUR32 .96 . Assume the company uses all the anticipated proceeds to reduce debt. Quantify the effect on the total debt to total equity ratio.

(12)

7

260

178

652

(109)

10

260

178

652

(99)

7,017 1,118 53 1, 171 (225) 9 (46)

(1 ,301)

(223)

525 525

(59) (59)

7,926

(776)

(282)

6,474 1,118 519 1,637 (225) 19 (46)

70 25 6 31 (19)

7,859

91

Ethics a nd Governance: Equity Carve-Outs

(L03)

Many companies use split-offs as a means to unlock shareholder value. The split-off effectively splits the company into two pieces , each of which can then be valued separately by the stock market. If managers are compensated based on reported profit, how might they strategically structure the split-off? What corporate governance issues does this present?

9

Required

a.

b. c.

d.

18-62.

THYSSENKllUPP AC

Did Henkel issue any additional ordinary or preferred shares during 2010? Use the information above to infer how much Henkel paid in dividends during 2010 . To whom were these dividends paid? Did the company repurchase any stock during 20 IO? Did Henkel sell any treasury shares? If so, what did the company receive in exchange for the sale of treasury stock? How much did Henkel make in economic profit or loss on the sale , relative to the original stock repurchase price? Was this recorded in net income as an accounting profit or loss?

Analyzing and Computing Average Issue Pr ice a nd Treasury Stock Transactions (LO 1) ThyssenKrupp AG , is a German steelmaker and engineering company. The equity section of the company's 2010 statement of financial position reported the following:

Balance Sheet

Cash Asset

(In mlllon C)

+170,000

= =

September 2010

Hies

+

Conb1b. Capital

+ Earned Capital

Aev8"'.188

Net

Expen-

... = Income Cash

170,000

cs

50.000 120,000

APIC

Stock

Cash

+ 120,000

110,000

I

cs

I

50.000

APIC

I 120,000

Capital stock .. . . . . .. .. . . . .... .. . . ..... . ........ .. .. . . Additional paid in capital .. . . . .. . . . . .. . . ... ... .... . ... . . . Retai ned earnings . ....... . .. . .. . .. . . .. . ........... . .. . Cumulative other comprehensive income . . . . . ....... . .. .. . . Treasury stock (51 ,015,552 and 50,094, 707 shares) . .. . .... . . .

-30,000

Equity attributable to ThyssenKrupp AG 's stockholders .. . . . . . . Noncontrolling interest . . . . . . . . .. . .. . ..... ... . . ...... .. . .

7,927 1,769

8,500 1,888

+ 20,000

10,388

LlabH-

Additional Paid-In Capital

1,317 4,684 3,703 192 (1 ,396)

9,696

Assets

Common

1,317 4,684 3,643 (296) (1,42 1)

Total equity . . ......... . .... . . . .... . .. . . . ..... .. . .. ... .

Noncash

+ 50,000

Cash

September 30, 2009

+

Cash

=

Treasury Stock

30,000

TS

- 30,000

=

Cash

30,000 TS

30,000

I

Cash

I + 15,000 Cash

=

Treasury Stock

+ 5,000 Additional Paid-In Caprtal

=

30,000

Cash 20,000 TS 15,000 APIC 5,000 Cash

20,000

I TS

I

15,ooo

APIC

I

5,ooo

Module 8 I Equity Recognition and Owner Financing

8-49

Module 8 I Equity Recognition and Owner Financing

8-50

Part 2 Solution

a. Granted relates to the number of shares under option that have been awarded to employees for Exercised refers to the number of shares that employees have purchased that were previous option . Forfeited relates to the number of shares under option that are no longer exercisable options were not exercised before they expired . The " Weighted Average Exercise Price" is the price at which employees can purchase shares of stock that are under option, weighted by the of shares at each exercise price . b. Compensation cost is computed as the total value of employee stock options spread over the period. For example, if Accenture grants employees stock options with an estimated value of $1 that vest over a four-year period, the expense that is recognized over the subsequent four years • million per year. The "unrecognized compensation cost" is that portion of the total estimated val stock options that has not yet been recognized as expense in the income statement.

Solution

Noncash = Assets

Llabllltles

Year 1-$0 cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . Year 2-$300,000 cash dividends paid Dividends in arrears from Year 1 ($1 ,000 ,000 x 5%) . .. . . . . . Current-year dividend ($1,000,000 x 5%) ... . .. . .... .. .. . Balance to co mmon . . . . ... .. . .. . .. ... . .. . .. .. . . . . .. . Year 3-$80,000 cash dividends paid Current-year dividend ($1 ,000,000 x 5%) .. . . .. .. . .. .. . . . Balance to common .. . .. . . . . . . .... . .. ... .. . . ... . . ..•

0

$

Year 1-$0 cash dividends paid. . . . . . . . . . . . . . . . . . . . . . . . . . Year 2-$300,000 cash dividends paid Current-year dividend ($1,000,000 x 5%) ... .... . .. .. . . . . Balance to common . . . .... .. . .. .. .. . ... .. . . .. . .. . •.. Year 3-$80,000 cash dividends paid Current-year dividend ($1 ,000,000 x 5%) . . . . ........ ... . Balance to common .... . . . .... .. . . .... . . .... .... . .. .

250.000 250.000

cs

RE

I

250.000

cs

I

RE

250 ,000

21,000

cs

15.000 6,000

APIC RE

21,000

I

cs

I

15,ooo

APIC

I

6,ooo

Apr. 1: Declare and issue 100 % stock dividend; stock is $11 per share Dec . 7: Declare and issue 3% stock dividend; stock is $7 per share

Net

= Income 123,600 Cash

123,600 RE

=

I

123.600

Cash

I

123.600

....-----------------------------------------------------------------------------------------------------------------------------------------------------------· 1tock dividend reduces retained earnings at the par value of shares distributed (50,000 shares x 100% x $5 par value = Contributed capital (common stock) increases by the same amount.

50,000 30,000

$

0

$

Common Stock 0

50,000 250,000 50,000

Balance Sheet

30,000

+

Noncash =

Assets

Llabilltles

Income Statement

Conbib.

Earned

+ Capital + Capital + 200

=

Llabllltles

+

Long-Term Debt

Contrlb. Capital

+

Earned Capital

+ 250,000

- 250,000 1

Common Stock

Retained Earnings

Rev-

enues

Expen-

ses

=

=

.. + 15,000

=

Common Stock

+ 6,000 Addrtional Paid -In Capital

- 21,000 2 Retained Earnings

x $1.20 per share =

plit-off is like a treasury stock transaction , but instead of repurchasing stock with cash , shares the parent company owned by the shareholders are exchanged for shares of the subsidiary owned the parent. If the distribution is non pro rata , the parent can report a gain equal to the difference een the fair value of the subsidiary and its book value on the parent's balance sheet. "ngPoint met the conditions for a split-off as described in part 1, which enabled it to report a gain .

- 850

·-- --···----- -

ses

200,000

Balance Sheet

RE

Expen-

50,000 50,000

Solution

Noncash

Revenues

Retained Earnings

Mid-Module Review 3

+ Assets

Earned Capital

- 123,600 3

Cash

Cash

Cash

+

RE

- 123,600

Asset

Asset

Contrib. Capital

$

Preferred Stock

Noncumulative Preferred Stock

Transaction

+

of the cash dividend, there are 103,000 shares outstanding. The cash paid is, therefore, 103,000 shares

Preferred Stock

Cumulative Preferred Stock

b.

+

Income Statement

stock dividend reduces retained earnings at the market value of shares distributed (3 % x 100,000 shares x $7 per share = tributed c