3 CHAPTER Analyzing Financing Activities. Current (Short- term) Liabilities Noncurrent (Long- Term) Liabilities Obligations whose settlement requires.

Presentation on theme: "3 CHAPTER Analyzing Financing Activities. Current (Short- term) Liabilities Noncurrent (Long- Term) Liabilities Obligations whose settlement requires."— Presentation transcript:

1 3 CHAPTER Analyzing Financing Activities

2 Current (Short- term) Liabilities Noncurrent (Long- Term) Liabilities Obligations whose settlement requires use of current assets or the incurrence of another current liability within one year or the operating cycle, whichever is longer. Obligations not payable within one year or the operating cycle, whichever is longer. Liabilities Classification

3 Operating Liabilities Financing Liabilities Obligations that arise from operating activities--examples are accounts payable, unearned revenue, advance payments, taxes payable, postretirement liabilities, and other accruals of operating expenses Obligations that arise from financing activities--examples are short- and long-term debt, bonds, notes, leases, and the current portion of long-term debt Liabilities Alternative Classification

4 Liabilities Important Features in Analyzing Liabilities Terms of indebtedness (such as maturity, interest rate, payment pattern, and amount). Restrictions on deploying resources and pursuing business activities. Ability and flexibility in pursuing further financing. Obligations for working capital, debt to equity, and other financial figures. Dilutive conversion features that liabilities are subject to. Prohibitions on disbursements such as dividends.

5 Leases Leasing Facts Lease – contractual agreement between a lessor (owner) and a lessee (user or renter) that gives the lessee the right to use an asset owned by the lessor for the lease term MLP – minimum lease payments (MLP) of the lessee to the lessor according to the lease contract

6 Leases Lease Accounting and Reporting (1) Capital Lease Accounting For leases that transfer substantially all benefits and risks of ownership—accounted for as an asset acquisition and a liability incurrence by the lessee, and as a sale and financing transaction by the lessor A lessee classifies and accounts for a lease as a capital lease if, at its inception, the lease meets any of four criteria: (i)lease transfers ownership of property to lessee by end of the lease term (ii)lease contains an option to purchase the property at a bargain price (iii) lease term is 75% or more of estimated economic life of the property (iv) present value of rentals and other minimum lease payments at beginning of lease term is 90% or more of the fair value of leased property less any related investment tax credit retained by lessor (2) Operating Lease Accounting For leases other than capital leases—the lessee (lessor) accounts for the minimum lease payment as a rental expense (income)

7 Leases Lease Disclosure and Off-Balance-Sheet Financing Lease Disclosure Lessee must disclose: (1) future MLPs separately for capital leases and operating leases — for each of five succeeding years and the total amount thereafter, and (2) rental expense for each period an income statement is reported Off-Balance-Sheet Financing Off-Balance-Sheet financing is when a lessee structures a lease so it is accounted for as an operating lease when the economic characteristics of the lease are more in line with a capital lease—neither the leased asset nor its corresponding liability are recorded on the balance sheet

8 Leases Frequency of Capital and Operating Leases

9 Leases Accounting for Leases – An Illustration Lease Facts A company leases an asset on January 1, 2000 -- it has no other assets or liabilities Estimated economic life of leased asset is 5 years with no salvage value -- company will depreciate the asset on a straight-line basis over its life Lease has a fixed non-cancelable term of 5 years with annual MLPs of $2,505 paid at the end of each year Interest rate on the lease is 8% per year

10 Leases Accounting for Leases – Illustration (continued) Lease Amortization Schedule Straight-line depreciation $2,000 per year ([$10,000 - $0]/5 years) Year Beg. Year Liability Interest and Principal Components of MLP Year- end Liability InterestPrincipalTotal 2000 2001 2002 2003 2004 Totals $10,000 8,295 6,454 4,466 2,319 $ 800 664 517 358 186 $2,525 $ 1,705 1,841 1,988 2,147 2,319 $10,000 $ 2,505 2,505 $12,525 $8,295 6,454 4,466 2,319 0

11 Leases Accounting for Leases – Illustration (continued) Income Statement Effects of Alternative Lease Accounting

12 Leases Accounting for Leases – Illustration (continued) Balance Sheet Effects of Capitalized Leases

13 Leases Effects of Lease Accounting Impact of Operating Lease When Capital Lease Is Apt: Operating lease understates liabilities—improves solvency ratios such as debt to equity Operating lease understates assets—can improve return on investment ratios Operating lease delays expense recognition—overstates income in early term of the lease and understates income later in lease term Operating lease understates current liabilities by ignoring current portion of lease principal payment—inflates current ratio & other liquidity measures Operating lease includes interest with lease rental (an operating expense)—understates both operating income and interest expense, inflates interest coverage ratios, understates operating cash flow, & overstates financing cash flow

14 Leases Converting Operating Leases to Capital Leases Determining the Present Value of Projected Operating Lease Payments and Lease Amortization Leases

15 Recasting Best Buy’s Income Statement zOperating expenses decrease by $177 million (elimination of $454 million rent expense reported in 2004 and addition of $277 million of depreciation expense) zInterest expense increases by $193 million (to $201 million) zNet income decreases by $10 million [$16 million pretax x (1 -.35), the assumed marginal corporate tax rate] in 2004.

16 Recasting Best Buy’s Balance Sheet The balance sheet impact is more substantial. zTotal assets and total liabilities both increase markedly—by $3.321 billion at the end of 2004, which is the present value of the operating lease liability. zThe increase in liabilities consists of increases in both current liabilities ($261 million) and noncurrent liabilities ($3.06 billion).

17 Leases Restated Financial Statements after Converting Operating Leases to Capital Leases—Best Buy 2004

18 Leases Effect of Converting Operating Leases to Capital Leases on Key Ratios-Best Buy 2004

19 Postretirement Benefits Defined -- Employer-provided benefit(s) to employees after retirement Pension benefits -- Employer-provided monetary pension benefits to employees after retirement, e.g., monthly stipend until death Other Postretirement Employee Benefits (OPEB) -- Employer- provided non-pension (usually nonmonetary) benefits after retirement, e.g., health care and life insurance Postretirement Benefits Facts Two kinds of Postretirement Benefits

20 Postretirement Benefits Pension Basics Pension Plan – agreement with employer to provide pension benefits involving 3entities: employer-who contributes to the plan; employee-who derives benefits; and pension fund Pension Fund Assets – account administered by a trustee, independent of employer, entrusted with responsibility of receiving contributions, investing them in a proper manner, & disbursing pension benefits to employees Vesting – specifies employee’s right to pension benefits regardless of whether employee remains with the company or not; usually conferred after employee serves some minimum period with the employer Pension Plan Categories Defined benefit – a plan specifying amount of pension benefits that employers promise to provide retirees; employer bears risk of pension fund performance Defined contribution – a plan specifying amount of pension contributions that employers make to the pension plan; employee bears risk of pension fund performance Focus of Pension Analysis Defined benefit plans constitutes the major share of pension plans and are the focus of analysis given their implications to future company performance and financial position

21 Postretirement Benefits Elements of the Pension Process Employer Investment Benefits (Disbursements) Contributions Pension Fund Employee

22 Postretirement Benefits Illustration of Pension Accumulation and Disbursement for a Defined Benefits Plan Funds required at employees’ retirement: Present value of 10 payments of $20,000 per annum with a discount rate of 8% per annum $134,200 Annual payments into the fund required to accumulate to $134,200 in 15 years with a discount rate of 8% per annum 10 years Annual benefits of $20,000 paid to employee for 10 years PostretirementPreretirementRetirement Benefits = $20,000 per annum Contributions = $4,942 per annum 15 years

23 Postretirement Benefits Accumulated benefit obligation (ABO) – actuarial present value of pension benefits payable to employees at retirement based on their current compensation and service to-date Project benefit obligation (PBO) – actuarial estimate of future pension benefits payable to employees on retirement based on expected future compensation and service to-date Vested benefit obligation (VBO) – actuarial estimate of future pension benefits payable to employees at retirement based on current compensation & benefits vested to employees Funded Status – Difference between the value of the plan assets and the PBO Note: Plan is overfunded (underfunded) when value of plan assets exceeds (is less than) PBO Net Economic Position – PBO less the value of the plan assets Three Alternative Definitions of Pension Obligation Relation between Plan Assets and Funded Status

24 Postretirement Benefits Economic pension cost -- net cost arising from changes in net economic position for a period; includes both recurring and nonrecurring components along with return on plan assets Recurring pension costs consist of two components: Service cost – actuarial present value of pension benefit earned by employees Interest Cost – increase in projected benefit obligation arising when pension payments are one-period closer to being made; computed by multiplying beginning-period PBO by the discount rate Nonrecurring pension costs consist of two components: Actuarial Gain or Loss – change in PBO that occurs when one or more actuarial assumptions are revised in estimating PBO Prior Service Cost – effects of changes in pension plan rules on PBO Return on plan assets: Actual return on plan assets – pension plan’s earnings, consisting of investment income—capital appreciation and dividend and interest received, less management fees; plus realized and unrealized appreciation (or minus depreciation) of other plan assets Economic Pension Cost

25 Postretirement Benefits Pension Accounting Example – The Facts A pension plan with a single employee, J. Smith, who joins the plan exactly 5 years ago on January 1, 1996; Smith is due to retire on Dec. 31, 2020, and is expected to live for 10 years after retirement J. Smith’s current compensation is $10,000 per year; actuarial estimates indicate compensation is expected to increase 4% per year over the next 20 years Pension plan specifies the following formula for determining an employee's pension benefit: “Annual pension is equal to one week’s compensation at time of retirement for each year with the plan”; employees vest 4 years after joining the plan At Dec. 31, 2000, the fair value of assets in the pension fund is $2,000; in 2001, the employer contributes $200 to the pension fund Return on pension assets is 22% in 2001; long-term return is expected to be 10% per year Discount rate is 7% per year

26 Postretirement Benefits Pension Accounting Example – Pension Obligation Determining Pension Obligations under Different Assumptions—J. Smith Example Actual Projected At Dec. 31, 2020 (Retirement) Salary per year$10,000 $21,911 $26,533 Pension per year962 2,107 2,528 3,061 4,592 Value of pension6,753 14,798 17,757 21,503 32,254 At Dec. 31, 2000 Present value of pension 1,745 3,824 At Dec. 31, 2001 Present value of pension 4,091 4,910 5,946 8,919 2000 Formula 2001 Formula Assumption Change ActuarialPlan Vested benefits (VBO) $1,745 +Benefits not vested 0 =Accumulated benefit obligation (ABO)$1,745 +Effect of estimated increase in compensation 2,079 =Projected benefit obligation (PBO) $3,824 Note: PBO  ABO  VBO

27 Postretirement Benefits Pension Accounting Example – Economic Pension Cost Recurring costs for J. Smith example: PBO increases by $819 in 2001 because Smith works an extra year – hence, the term service cost Present value increases from $3,824 in 2000 to $4,092 in 2001—this $267 increase arises from the time value of money – hence, the term interest cost (also computed as 7% x $3,824) Nonrecurring costs for J. Smith example: Actuarial change (4% to 5% growth) increases estimated compensation at retirement from $21,911 to $26,533 and increases the PBO at end of 2001 by $1,036 (from $4,910 to $5,946) — an actuarial loss Pension formula changes to one-and-one-half week’s compensation per year of service results in the pension benefit per year increasing by 50% from $3,061 to $4,592, which increases PBO by $2,973 ($8,919 - $5,946) — a prior service cost Return on plan assets for J. Smith example: Actual return on plan assets is $440 (22% of $2,000) In sum, net economic pension cost for the J. Smith example is: Recurring costs: Service cost$ 819 Interest cost 267 Nonrecurring costs: Actuarial gain or loss 1,036 Prior service cost 2,973 Gross economic pension cost$ 5,095 Less return on plan assets (440) Net economic pension cost$ 4,655

28 Postretirement Benefits Pension Accounting Example – Articulation of Net Economic Position and Economic Pension Cost: J. Smith Example Pension Obligation Beginning balance3,824 Service cost 819 Interest cost 267 Actuarial gain or loss1,036 Benefits paid0Prior service cost2,9735,095 Ending balance8,919 Pension Asset Beginning balance2,000 Contributions200 Return on assets440 Benefits paid0 Ending balance2,640 Net Economic Position (Funded Status) Contributions200Beginning balance1,824 Return on assets440Gross pension cost5,095 Ending balance6,279 Economic Pension Cost Recurring costs Service cost 819 Interest cost 267 Nonrecurring costs Actuarial gain or loss1,036 Prior service cost2,973 Gross pension cost5,095 Less return on assets (440) Net pension cost4,655

29 Postretirement Benefits Reported pension cost -- defers recognition of economic effects vis-à-vis economic pension cost; each deferral (and amortization) follows: Expected return on plan assets reduces reported pension cost -- gains and losses from the difference between expected and actual returns are deferred and amortized to reduce volatility; expected return on plan assets is computed by multiplying the expected long-term rate of return on plan assets by the market value of plan assets at the beginning of the period. Deferral and amortization of net gains and losses arise from the delayed recognition of deviations from expectations regarding both pension obligations and pension assets—net gains and losses consist of (1) the difference between actual and expected return on plan assets and (2) actuarial gains and losses Deferral and amortization of prior service cost is the process of delaying recognition of prior service cost effects on reported pension cost (through amortization) Deferral and amortization of transition loss or gain arise when a plan is initially adopted— amortized over the average remaining service period of qualified employees Net Reported Position -- is the cumulative reported pension cost net of cumulative contributions—for this reason, the liability (or asset) reported in the balance sheet is called Accrued (or Prepaid) Pension Cost. Reported (or Net Periodic) Pension Cost Net Reported Position (or Reported Status)

30 Postretirement Benefits Expected return on plan assets — $200 (10% of $2,000) in the J. Smith example Deferral and amortization of net gains and losses — deferred net gains or losses is $796 ($1,036 actuarial loss less $240 nonrecurring return), of which $21 (1/20 of the excess of $796 over 10% of $3,824) is amortized in 2001 for the J. Smith example Deferral and amortization of prior service cost — prior service cost of $2,973 is deferred and $149 (1/20 x $2,973) is amortized in the J. Smith example Deferral and amortization of transition loss or gain — no transition gain or loss in the J.Smith example Pension Accounting Example – Reported Pension Cost Economic pension cost Smoothing Reported pension cost* Service cost$ 819$ —Service cost$819 Interest cost 267 —Interest cost 267 Actual return (440) (240)Expected return (200) Actuarial gain or loss1,036 1,036 — Net gain or loss —$ 796 — Prior service cost2,9732,973 — Amortization: (21) Net gain or loss 21 (149) Prior service cost 149 Total$4,655$3,612$1,056 * This also is referred to as Net Periodic Pension Cost. Economic Pension Cost versus Reported Pension Cost—J. Smith Example

31 Postretirement Benefits Pension Accounting Example – Net Reported Position (Reported Status) Reported Status of Pension Fund in Balance Sheet—J. Smith Example Projected benefit obligation$(8,919) Plan assets 2,640 Funded status$(6,279) Unrecognized transition asset 0 Unrecognized net gain or loss 775 Unrecognized prior service cost 2,824 Accrued pension cost (reported status)$(2,680)

32 Postretirement Benefits (similar to pension accounting) Net cost reporting – consequences of events and transactions affecting OPEB plans are reported as a single amount—this amount includes at least three components: (1) present value of the accrued cost of deferred compensation promised in exchange for employee service, (2) interest cost accruing from the passage of time until these benefits are paid, and (3) returns from the investment in the plan’s assets Delayed recognition -- certain changes in postretirement obligations, including those arising as a result of a plan initiation or amendment, and certain changes in the value of plan assets that are set aside to meet these obligations, are recognized through a process of deferral and amortization Offsetting -- plan assets restricted for payment of postretirement benefits offset the accumulated postretirement benefit obligation in determining amounts recognized in the balance sheet Accumulated Postretirement Benefit Obligation (APBO) – employer’s OPEB obligation Expected Postretirement Benefit Obligation (EPBO) – total actuarially determined costs of providing future OPEB, recognized over the employee’s expected service period Note: APBO is the portion of EPBO “earned” by employee services as of a given date (accumulated benefits recognized to-date). Funded status of OPEB is the difference between APBO and the value of OPEB plan assets Features of OPEB Accounting Language of OPEB Accounting

33 Postretirement Benefits Reported OPEB cost includes these components: Service costs — actuarial present value of OPEB “earned” by employees during the period; portion of EPBO attributable to the current year Interest costs — imputed growth in APBO during the period using an assumed discount rate; interest is compounded because APBO is recognized on a present value basis Amortization of net gains and losses — amounts arising when actual experience of the plan differs from initial estimates or, alternatively, if the expected return on assets differs from actual return; these amounts are deferred and amortized Amortization of prior service costs — costs arising from plan amendments that change benefits and are attributed to employee service rendered prior to the amendment date; these costs are deferred and amortized Amortization of transition obligation — costs arising from initial adoption, called transition obligation, are identified and measured as the difference between APBO and plan assets (if any) minus any postretirement liabilities previously recorded; either immediately recognize the transition obligation with a charge to income or amortize it Expected return on plan assets — this return reduces the net annual postretirement expense if the plan is funded; the difference between actual and expected return is deferred and included in the unrecognized portion of net gains and losses Reported OPEB Cost

34 Postretirement Benefits Pension and Other Postretirement Benefits Disclosures- 3M

35 Postretirement Benefits

36 Pension and Other Postretirement Benefits Disclosures- 3M

37 Postretirement Benefits Pension and Other Postretirement Benefits Disclosures- 3M

38 Economic vs. Reported Cost 3M

39 Postretirement Benefits Reconciliation of Economic and Reported Changes- 3M

40

41 Postretirement Benefits Effect of Actuarial Assumptions on Benefit Obligation and Cost Assumption Direction of Change Direction of Effect on Economic*Reported* PositionCost Position Cost Discount Rate +- +- +- +- -+ -+ Indefinite Expected Return +-+- No effect +- +- -+-+ Growth Rate** +- +- -+ -+ +- +- -+-+ +- +- Notes: * Economic position refers to funded status and reported position refers to accrued benefit or cost. ** Growth rate pertains to both compensation and health care costs.

42 Postretirement Benefits Frequency Distribution of Actuarial Assumptions

43 Postretirement Benefits Frequency Distribution of Actuarial Assumptions

44 Postretirement Benefits Frequency Distribution of Actuarial Assumptions

45 Contingencies and Commitments Contingencies -- potential losses and gains whose resolution depends on one or more future events. Contingent liabilities -- contingencies with potential claims on resources -- to record a contingent liability (and loss) two conditions must be met: (i)probable an asset is impaired or a liability incurred, and (ii)the amount of loss is reasonably estimable; --to disclose a contingent liability (and loss) there must be at least a reasonable possibility of incurrence Contingent assets --contingencies with potential additions to resources --a contingent asset (and gain) is not recorded until the contingency is resolved --a contingent asset (and gain) can be disclosed if probability of realization is high Basics of Contingencies Contingencies should be...

46 Frequency of Contingent Liabilities Contingencies and Commitments

47 Sources of useful information: Notes, MD&A, and Deferred Tax Disclosures Useful analyses: Scrutinize management estimates Analyze notes regarding contingencies, including  Description of contingency and its degree of risk  Amount at risk and how treated in assessing risk exposure  Charges, if any, against income Recognize a bias to not record or underestimate contingent liabilities Beware of big baths — loss reserves are contingencies Review SEC filings for details of loss reserves Analyze deferred tax notes for undisclosed provisions for future losses Note: Loss reserves do not alter risk exposure, have no cash flow consequences, and do not provide insurance Analyzing Contingencies

48 Contingencies and Commitments Commitments -- potential claims against a company’s resources due to future performance under contract Basics of Commitments

49 Off-Balance-Sheet Financing Sources of useful information: Notes and MD&A and SEC Filings Useful analyses: Scrutinize management communications and press releases Analyze notes regarding commitments, including  Description of commitment and its degree of risk  Amount at risk and how treated in assessing risk exposure  Contractual conditions and timing Recognize a bias to not disclose commitments Review SEC filings for details of commitments Analyzing Commitments

50 Off-Balance-Sheet Financing Off-Balance-Sheet Financing -- is the non-recording of financing obligations Motivation To keep debt off the balance sheet—part of ever-changing landscape, where as one standard tries to better reflect obligations from a certain off-balance-sheet financing transaction, there are new and innovative means to take its place Transactions sometimes used as off-balance-sheet financing: Operating leases that are indistinguishable from capital leases Through-put agreements, where a company agrees to run goods through a processing facility Take-or-pay arrangements, where a company guarantees to pay for goods whether needed or not Certain joint ventures and limited partnerships Product financing arrangements, where a company sells and agrees to either repurchase inventory or guarantee a selling price Sell receivables with recourse and record them as sales rather than liabilities Sell receivables as backing for debt sold to the public Outstanding loan commitments Basics of Off-Balance-Sheet Financing GAAP

51 Off-Balance-Sheet Financing Sources of useful information: Notes and MD&A and SEC Filings Companies disclose the following info about financial instruments with off-balance-sheet risk of loss: Face, contract, or principal amount Terms of the instrument and info on its credit and market risk, cash requirements, and accounting Loss incurred if a party to the contract fails to perform Collateral or other security, if any, for the amount at risk Info about concentrations of credit risk from a counterparty or groups of counterparties Useful analyses: Scrutinize management communications and press releases Analyze notes about financing arrangements Recognize a bias to not disclose financing obligations Review SEC filings for details of financing arrangements Analysis of Off-Balance-Sheet Financing

52 Off-Balance-Sheet Financing Illustration of SPE Transaction to Sell Accounts Receivable A special purpose entity is formed by the sponsoring company and is capitalized with equity investment, some of which must be from independent third parties. The SPE leverages this equity investment with borrowings from the credit markets and purchases earning assets from or for the sponsoring company. The cash flow from the earning assets is used to repay the debt and provide a return to the equity investors.

53 Off-Balance-Sheet Financing Illustration of SPE Transaction to Sell Accounts Receivable

54 Off-Balance-Sheet Financing Benefits of SPEs: 1.SPEs may provide a lower-cost financing alternative than borrowing from the credit markets directly. 2.Under present GAAP, so long as the SPE is properly structured, the SPE is accounted for as a separate entity, unconsolidated with the sponsoring company.

55 Shareholders’ Equity Basics of Equity Financing Equity Analysis — involves analyzing equity characteristics, including: Classifying and distinguishing different equity sources Examining rights for equity classes and priorities in liquidation Evaluating legal restrictions for equity distribution Reviewing restrictions on retained earnings distribution Assessing terms and provisions of potential equity issuances Equity Classes — two basic components: Capital Stock Retained Earnings Equity — refers to owner (shareholder) financing; its usual characteristics include: Reflects claims of owners (shareholders) on net assets Equity holders usually subordinate to creditors Variation across equity holders on seniority Exposed to maximum risk and return

56 Shareholders’ Equity Reporting Capital Stock Sources of increases in capital stock outstanding: Issuances of stock Conversion of debentures and preferred stock Issuances pursuant to stock dividends and splits Issuances of stock in acquisitions and mergers Issuances pursuant to stock options and warrants exercised Sources of decreases in capital stock outstanding: Purchases and retirements of stock Purchases of treasury stock Reverse stock splits

57 Shareholders’ Equity Contributed (or Paid-In) Capital — total financing received from shareholders for capital shares; usually consists of two parts: Common (or Preferred) Stock — financing equal to par or stated value;if stock is no-par, then equal to total financing Contributed (or Paid-In) Capital in Excess of Par or Stated Value — financing in excess of any par or stated value Components of Capital Stock

58 Shareholders’ Equity Preferred Stock —capital stock with features not possessed by common stock; typical preferred stock features include: Dividend distribution preferences Liquidation priorities Convertibility (redemption) into common stock Call provisions Sinking fund provisions Common Stock — capital stock with ownership interest and bearing ultimate risks and rewards (residual interests) Two Types of Capital Stock

59 Shareholders’ Equity Retained Earnings — earned capital of a company; reflects accumulation of undistributed earnings or losses since inception; retained earnings is the main source of dividend distributions Cash and Stock Dividends Cash dividend — distribution of cash (or assets) to shareholders Stock dividend — distribution of capital stock to shareholders Prior Period Adjustments — mainly error corrections of prior periods’ statements Appropriations of Retained Earnings — reclassifications of retained earnings for specific purposes Restrictions (or Covenants) on Retained Earnings — constraints or requirements on retention of retained earnings Basics of Retained Earnings

60 Shareholders’ Equity Shareholder’s Equity Section of Kimberly Corp. for periods ending in Year 4 and 5

61 Shareholders’ Equity Calculated Book Value per Share

62 Spin-offs and Split-offs zSpin-off, the distribution of subsidiary stock to shareholders as a dividend; assets (investment in subsidiary) are reduced as is retained earnings. zSplit-off, the exchange of subsidiary stock owned by the company for shares in the company owned by the shareholders; assets (investment in subsidiary) are reduced and the stock received from the shareholders is treated as treasury stock.