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CHAPTER 15

INTERCORPORATE INVESTMENTS
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INTERCORPORATE INVESTMENTS
Intercorporate investments include investments in the debt and
equity securities of other companies.
Reasons for investing in other companies:
- To achieve additional profitability.
- To enter new markets through companies established in those areas.
- To diversify.
- To obtain competitive advantages.
The classification of intercorporate investments is based on the degree
of influence or control that the investor is able to exercise over the
investee.

Copyright 2013 CFA Institute

CLASSIFYING INTERCORPORATE INVESTMENTS


Investments are classified into four categories based on the degree of
influence or control:
Investments in financial assets (ownership percentage < 20%):
Investments in which the investor has no significant control over the
investee.
Investments in associates (ownership percentage between 20% and
50%): Investments in which the investor has significant influence but
not control over the investee.
Business combinations (ownership percentage > 20%):
Investments in which the investor has control over the investee.
Joint Venture: An entity operated by companies that share control.

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ACCOUNTING FOR
INVESTMENTS IN FINANCIAL ASSETS
Type

Intent

Accounting Treatment

Held to maturity
(for debt securities)

Has intent and ability to


hold the debt until it
matures.

Reported at amortized cost.


Changes in value ignored unless
deemed as impaired.

Available for sale

Does not intend to sell in


the near term, elect fair
value accounting, or hold
until maturity.

Recorded at fair value.


Changes in value are recognized
in other comprehensive income.

Held for trading


and
those designated as fair
value through profit or
loss

Intends to sell in the near


Recorded at fair value.
term (i.e., held for trading ) Changes in value are recognized
or has otherwise elected
in profit or loss on income
fair value accounting.
statement.

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ACCOUNTING FOR
INVESTMENTS IN FINANCIAL ASSETS
Both IFRS and U.S. GAAP permit reclassification of intercorporate investments,
although certain criteria must be met.
- IFRS generally prohibit the reclassification into or out of the designated at fair
value category, and reclassification out of the held for trading category is
severely restricted.
- U.S. GAAP allow reclassifications between all categories using fair value at
the date of reclassification.
Impairment occurs when the carrying value of a financial asset is expected to
permanently exceed the recoverable amount.
- Regardless of classification, a loss will be recorded on the income statement
in the period impairment occurs.
- For available-for-sale securities that have become impaired, the cumulative
loss that had been recognized in other comprehensive income (OCI) will be
reclassified from equity to profit or loss.
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INVESTMENTS IN FINANCIAL ASSETS: EXAMPLE


On 1 January 2008, Baxter Inc. invested 300,000 in Cartel Co. debt securities (with
a 6% stated rate on par value, payable each 31 December). The par value of the
securities was 275,000. On 31 December 2008, the fair value of Baxters
investment in Cartel is 350,000.
Assume the market interest rate when the bonds were purchased was 4.5%. If the
investment is designated as held to maturity, the investment is reported at
amortized cost using the effective interest method. A portion of the amortization
table is as follows:
End of
Interest
Interest
Carrying
Year
Payment
Income
Amortization
Value

300,000

1*

16,500

13,500

3,000

297,000

16,500

13,365

3,135

293.865

16,500

13,224

3,276

290,589

*6% Par value (275,000) = 16,500; 4.5% Carrying value (300,000) = 13,500

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INVESTMENTS IN FINANCIAL ASSETS: EXAMPLE


1. How would this investment be reported on the financial statements at 31
December 2008 under either IFRS or U.S. GAAP (accounting is essentially the
same in this case) if Baxter designated the investment as (1) held-to-maturity,
(2) held for trading, (3) available-for-sale, or (4) designated at fair value?
Income Statement

Balance Sheet

Statement of
Owners Equity

Held-tomaturity

Interest income: 13,500

Reported at amortized
cost: 297,000

No effect

Held for
trading

Interest income: 13,500


and 53,000 unrealized gain
recognized through profit

Reported at fair value:


350,000

Availablefor-sale
Designated
at fair value

Interest income: 13,500


Interest income 13,500
and 53,000 unrealized gain
recognized through profit

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Reported at fair value:


350,000
Reported at fair value:
350,000

No effect
53,000
unrealized gain
(net of tax)
reported as OCI
No effect
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INVESTMENTS IN FINANCIAL ASSETS: EXAMPLE


2. How would the gain be recognized if the debt securities were sold on
1 January 2009 for 352,000?
Held-to-maturity

352,000 297,000 = 55,000

Fair value through profit or loss


(held for trading)

352,000 350,000 = 2,000

Available-for-sale

(352,000 350,000) + 53,000


(removed from OCI) = 55,000

3. How would this investment appear on the balance sheet at


31 December 2009?
If the investment was held-to-maturity, the reported amount at amortized cost
on the balance sheet would be 293,865.
If it was classified as either held for trading, available-for-sale, or designated at
fair value, it would be reported at its fair value at 31 December 2009.
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ACCOUNTING FOR
INVESTMENTS IN ASSOCIATES
The equity method is used to account for investments in associates.
To qualify, a company must have significant influence over the
investee. Significant influence is presumed with 2050% ownership,
but exceptions can be made based on other indicators of influence,
including
- Representation on the board of directors
- Participation in policymaking
- Material transactions between companies
- Interchange of management
- Technological dependency
Because of this influence, it is presumed that the investees income is
at least partially attributed to the influence of the investor. As such, the
investor recognizes a proportionate amount of investees income.
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EQUITY METHOD
The investors share of the investees income and dividends is
recognized on the income statement.
The investment is classified as noncurrent on the balance sheet. It is
recorded at cost plus the investors share of post-acquisition income
less any dividends paid.

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EQUITY METHOD: EXAMPLE


Branch Inc. purchases a 20% interest in Williams Inc. for 200,000 on 1
January 2008. Williams reports income and dividends as follows:
Income

Dividends

2008

200,000

50,000

2009

300,000

100,000

2010

400,000

200,000

900,000

350,000

Calculate the investment in Williams that appears on Branchs balance


sheet as of the end of 2010:

200,000 + 20% (900,000 350,000) = 310,000

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INVESTMENTS IN ASSOCIATES:
WHEN INVESTMENT COSTS > BOOK VALUE OF INVESTEE
When investment costs exceed the investors proportionate share of the
investees net identifiable assets, the difference is allocated to the
following:
- Any specific assets whose fair values exceed book values. These
amounts are then amortized over the useful life of these specific
assets.
- Any remaining difference between the investment cost and the fair
value of net identifiable assets that cannot be allocated to specific
assets is treated as goodwill.
- Goodwill is not amortized; it is checked for impairment annually.

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INVESTMENTS IN ASSOCIATES:
WHEN INVESTMENT COSTS > BOOK VALUE OF INVESTEE:
EXAMPLE
Assume that Blake Co. acquires 30% of the outstanding shares of Brown Co.
At the acquisition date, information on Browns recorded assets and liabilities is
as follows:
Book Value

Fair Value

Current assets

10,000

10,000

Plant and equipment

190,000

220,000

Land

120,000

140,000

320,000

370,000

100,000

100,000

220,000

270,000

Liabilities
Net assets

Blake Co. believes the value of Brown Co. is higher than the fair value of its
identifiable net assets. They offer 100,000 for a 30% interest in Brown Co.
Calculate goodwill.
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INVESTMENTS IN ASSOCIATES:
WHEN INVESTMENT COSTS > BOOK VALUE OF INVESTEE:
EXAMPLE
Purchase price

100,000

30% of book value of Brown (30% 220,000)

66,000

Excess purchase price

34,000

Attributable to net assets:


Plant and equipment (30% 30,000)

9,000

Land (30% 20,000)

6,000

Goodwill

19,000
34,000

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FAIR VALUE OPTION AND IMPAIRMENT


Fair value option: The option at the time of initial recognition to record
an equity method investment at fair value.
- Under IFRS, only venture capital firms may opt for fair value.
- Under U.S. GAAP, the fair value option is available to all entities.
Equity method investments need periodic reviews for impairment.
- Under IFRS, an impairment is recorded only if there is objective
evidence that one (or more) loss event(s) has occurred since the
initial recognition and that loss event has an impact on the
investments future cash flows, which must be reliably estimated.
- U.S. GAAP take a different approach. An impairment must be
recognized if the fair value of the investment falls below its carrying
value and if the decline is considered permanent.

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TRANSACTIONS WITH ASSOCIATES


An investor company can influence the terms and timing of transactions
with its associates. Thus, the investor companys share of any profits
resulting from transactions with associates must be deferred until the
transactions are confirmed with a third party.
- In an upstream sale, the investee sells goods to the investor.
- In a downstream sale, the investor sells goods to the investee.
- Regardless of directions, IFRS and U.S. GAAP require the
elimination of profits to the extent of the investors ownership of the
investee.

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JOINT VENTURE
A joint venture can be a convenient way to enter foreign markets,
conduct specialized activities, and engage in risky projects.
Joint ventures are defined differently under IFRS and U.S. GAAP.
Under IFRS:
- Three types of joint ventures: jointly controlled operations, jointly
controlled assets, and jointly controlled entities.
- Proportionate consolidation is the preferred accounting treatment.
It requires the venturers share of assets, liabilities, income, and
expenses of the joint venture to be combined on a line-by-line basis.
Under U.S. GAAP:
- Joint venture refers only to jointly controlled separate entities.
- Requires the use of the equity method to account for joint ventures.

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ACCOUNTING FOR JOINT VENTURE


Because the single line item on the income statement under the equity
method reflects the net effect of the sales and expenses of the joint
venture, the total income recognized is identical under the equity
method and proportionate consolidation.
Similarly, because the single line item on the balance sheet item
(investment in joint venture) under the equity method reflects the
investors share of the net assets of the joint venture, the total net
assets of the investor is identical under both methods.
But there can be significant differences in ratio analysis between the
two methods because of the differential effects on values for total
assets, liabilities, sales, expenses, and so on.

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EQUITY METHOD VS.


PROPORTIONATE CONSOLIDATION: EXAMPLE

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EQUITY METHOD VS.


PROPORTIONATE CONSOLIDATION: EXAMPLE
Equity
Method

Proportionate
Consolidation

Net profit margin

32.0%

26.7%

Return on assets

11.2%

10.7%

1.65

1.80

Debt/Equity

Analysts will observe differences in performance ratios based on the


accounting method used for joint ventures.
IFRS prefer proportional consolidation because it more effectively
conveys the economic scope of an entitys operation when those
operations include interests in one or more jointly controlled entities.

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BUSINESS COMBINATIONS
Business combinations involve the combination of two or more entities
into a larger economic entity. They are motivated by expectations of
added value through synergies.
Types of business combinations
- Under IFRS, there is no distinction among business combinations
based on the resulting structure of the larger economic entity.
- Under U.S. GAAP, business combinations are categorized as
merger, acquisition, or consolidation based on the structure after the
combination.

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ACCOUNTING FOR BUSINESS COMBINATIONS


IFRS and U.S. GAAP now require that all business combinations be accounted
for using the acquisition method.
- Identifiable assets and liabilities of the acquired company are measured at
fair value on the date of the acquisition.
- Assets and liabilities that were not previously recognized by the acquiree
must be recognized by the acquirer.
- At the acquisition date, the acquirer can reclassify the financial assets and
liabilities of the acquiree (e.g., from trading security to available for sale
security).
- Goodwill is recognized as
- Partial goodwill under IFRS: the difference between purchase price and
the acquirers share of acquirees assets and liabilities.
- Full goodwill under U.S. GAAP: the difference between total fair value of
the acquiree and fair value of the acquirees identifiable net assets.

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ACCOUNTING FOR BUSINESS COMBINATIONS


Noncontrolling interests are shown as a separate component of equity
on the balance sheet and a separate line item in the income statement.
IFRS and U.S. GAAP differ on the measurement of noncontrolling
interest:
- Under IFRS, the value of the noncontrolling interest is either its fair
value (full goodwill method) or the noncontrolling interests
proportionate share of the acquirees identifiable net assets (partial
goodwill method).
- Under U.S. GAAP, the parent must use the full goodwill method and
measure the noncontrolling interest at fair value.

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100% ACQUISITION: EXAMPLE


Franklin Co. acquired 100% of Jefferson, Inc. by issuing 1,000,000 shares of its 1 par
common stock (15 market value). Immediately before the transaction, the two
companies had the following information:

Show the postcombination balance sheet using the acquisition method.


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100% ACQUISITION: EXAMPLE


The postacquisition balance sheet of the combined entity:
Franklin Consolidated Balance Sheet ( thousands)
Cash and receivables
Inventory
PP&E (net)
Goodwill
Total assets
Current payables
Long-term debt
Total liabilities
Capital stock (1 par)
Additional paid in capital
Retained earnings
Total stockholders equity
Total liabilities and stockholders equity
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10,300
15,000
31,500
9,600
66,400
8,600
17,800
26,400
6,000
20,000
14,000
40,000
66,400
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LESS THAN 100% ACQUISITION: EXAMPLE


On 1 January 2009, Parent Co. acquired 90% of Subsidiary Co. in exchange
for shares of Parent Co.s no par common stock with a fair value of 180,000.
The fair market value of the subsidiarys shares on the date of transaction was
200,000. Below is selected financial information from the two companies
immediately before the parent recorded the acquisition:

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LESS THAN 100% ACQUISITION: EXAMPLE


1. Calculate the value of PP&E (property, plant, and equipment) on the
consolidated balance sheet under both IFRS and U.S. GAAP.
235,000 + 155,000 = 390,000

2. Calculate the value of goodwill and the value of the noncontrolling


interest at the acquisition date under the full goodwill method.
Fair value of subsidiary

200,000

Fair value of subsidiarys identifiable net assets

160,000

Goodwill

40,000

The value of noncontrolling interest = 10% 200,000 = 20,000

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LESS THAN 100% ACQUISITION: EXAMPLE


3. Calculate the value of goodwill and the value of the noncontrolling
interest at the acquisition date under the partial goodwill method.
Purchase price

180,000

90% of fair value of subsidiarys identifiable net


assets

144,000

Goodwill

36,000

Value of noncontrolling interest = 10% 160,000 = 16,000

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MORE ON GOODWILL
Because the full goodwill method and the partial goodwill method
result in different total assets and stockholders equity, the impact of
these methods on financial ratios would differ.
Goodwill is not amortized, but it is tested for impairment.
- Under IFRS, goodwill is impaired when the recoverable value of a
business unit is below the carrying value (one-step approach).
- Under U.S. GAAP, goodwill is impaired when the carrying value of
a business unit exceeds its fair value. The amount of impairment
loss is the difference between the implied fair value of the reporting
units goodwill and its carrying amount (two-step approach).

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VARIABLE INTEREST AND


SPECIAL PURPOSE ENTITIES
A VIE (variable interest entity) or SPE (special purpose entity) is an
enterprise that is created to accommodate specific needs of the
sponsoring entity. It may be used to securitize receivables, lease
assets, and so on.
In the past, sponsors were able to avoid consolidating SPEs on their
financial statements because they did not have control (i.e., own a
majority of the voting interest) of the SPE.
By avoiding consolidation, sponsors did not have to report the assets
and the liabilities of the SPE; financial performance as measured by
unconsolidated financial statements was potentially misleading. The
benefit to the sponsoring company was improved asset turnover, lower
operating and financial leverage, and higher profitability.

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VARIABLE INTEREST AND


SPECIAL PURPOSE ENTITIES
Under IFRS, a SPE must be consolidated if the substance of the
relationship indicates control.
Under U.S. GAAP, the primary beneficiary of a VIE (which is often the
sponsor) must consolidate it as its subsidiary regardless of how much
of an equity investment it has in the VIE.
- VIE, a more general term than SPE, refers to an entity that is
financially controlled by one or more parties that do not hold a
majority voting interest.

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SPE: EXAMPLE
Odena wants to raise 55 million in capital by borrowing against its financial
receivables. To accomplish this objective, Odena can choose between the
following:
- Alternative 1: Borrow directly against the receivables
- Alternative 2: Create a SPE, invest 5 million in the SPE, have the SPE
borrow 55 million, and then use the funds to purchase 60 million of
receivables from Odena.
Using the financial information provided, describe the effect of each
alternative on Odena, assuming Odena will not have to consolidate the
SPE.

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SPE: EXAMPLE

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SUMMARY OF ACCOUNTING TREATMENT


FOR INTERCORPORATE INVESTMENTS
Type
Influence
Typical ownership %

Financial Assets

Associates

Combinations

Joint
Ventures

None/Little

Significant

Controlling

Shared

< 20%

20%50%

> 50%

Varies

Depends on the intent:


Held-to-maturity (debt
only): amortized cost

Accounting treatment

Held for trading:


fair value, changes
recognized in P/L
Available-for-sale:
Fair value, changes
recognized in equity

Equity
method
Equity
method

(U.S. GAAP & IFRS)

Consolidation

or
proportionate
consolidation
(IFRS Only)

Designated at fair value:


fair value, changes
recognized in P/L

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