In parallel, I was issued 52 ordinary shares at 1 nominal value and made a director. About a year ago I wrote an article titled Share Buybacks - Get the Details Right. Sources 6. Section 658 places a restriction on companies acquiring their own shares (whether by purchase, subscription or otherwise) unless the exceptions in section 659 apply. PwC. The premium on the purchase is the lower of the initial premiums the company received on the original issuance of the shares and the balance on the share premium account after the issue as follows: Par value of the shares purchased 10,000, - initial premium on share issue 1,000, including premium on new issue of shares 7,500, Total (which cannot exceed proceeds of new issue) 11,000, Balance funded from distributable profit 14,000, Cost of purchase of Freds shares 25,000(or 10,000 shares @ 2.50). Each member firm is a separate legal entity. Frequently, a quantitative analysis (or predominance test) of the possible settlement outcomes is needed to determine how the monetary value is affected by the terms of the transaction. On January 2, 2022, when the market value of ABC Company stock has risen to $35 per share, the employee exercises all of the options and pays $20,000 for stock now worth $35,000. How does FG Corp measure and record the physically settled forward repurchase contract (a) at commencement of the forward repurchase contract, (b) in its quarterly financial statements three months after entering into the forward contract, and (c) at settlement? Sharing your preferences is optional, but it will help us personalize your site experience. They recognise the gain from the sale of treasury shares in the profit and loss account. For these shares, the company charges shareholders $120 per share. Different types of buy-backs carry different obligations. Lease accounting example and steps. This collection of SFRS (I)s includes official pronouncements issued by the ASC up to 31 December 2021 and are required to be applied for annual reporting period beginning on 1 January 2022. 43 . In this video I have explained the Journal Entries of Buy Back of Equity Shares and also the practical aspect.After watching this video you will be crystal c. For example, if you want to buy back 100 shares at $5 a share, then youll have to pay $500. It looks to me like what you have is a purchase of own shares out of distibutable proifts. A share buyback or repurchase is a move by a company to buy its own shares and either cancels them or holds them as treasury shares. Buy-back of shares is just the opposite of issue of shares. The general rule is that any premium that is paid on the shares that a company acquires must be made out of distributable profits. EXAMPLE: REPURCHASE AGREEMENT 43 . Declaration of Solvency 8. [5 marks] (b) Record the journal entries to implement the recommendation of the Professional Accountants to change the shares capital from par value to no par value shares. (c) The buy-back does not exceed 25 per cent of the total paid-up capital and free reserves of the company. Answer: Good question! Copyright 9. The four other shareholders cannot purchase my shares as they dont have the money. The aggregate of the premiums the company received on issuance of the shares that it is now redeeming, 2. Below mentioned are the disclosures related to fixed assets in the financial statement of the organization: Initial valuation of the asset for determining the carrying amount; Method of depreciation adopted. The companies buyback their own shares (treasury stock) with the intention to either retire them permanently or reissue them at a future date. However, section 687(4) CA06 says that if the redeemable shares were issued at a premium, any premium payable on their redemption may be funded from the proceeds of the new share issue. [IAS 32.20] "Understood the basics about buy back and its accounting. IFRS does not mandate a specific method of presenting treasury shares within equity. 2 November 2006. For a buy-back of shares, the following conditions have to be satisfied: (a) The buy-back is authorised by the Articles of Association of the company. (iii) Deposit of acceptable securities with appropriate margin, with the banker. The accounting for such would be as follows: DR ordinary share capital 4,000, CR cash at bank (4,000), DR profit and loss account 4,000, CR capital redemption reserve (4,000), Share capital redeemed - maintain share capital. Forward contracts that require physical settlement by repurchase of a fixed number of the issuers equity shares in exchange for cash shall be measured initially at the fair value of the shares at inception, adjusted for any consideration or unstated rights or privileges. This Section not only permits a company to buy-back or redeem its equity shares, but also specifies the sources from out of which re-purchase is to be effected. Unlike new shares, treasury shares can only be sold for cash (including foreign currency) unless they are being transferred as part of an employee share scheme. may be reduced by a sum not exceeding (or by sums not in total exceeding) the amount by which the permissible capital payment exceeds the nominal amount of the shares. Computation of earnings per share in a reverse acquisition. There may be occasions when a company may decide to repurchase some shares at a premium. Support wikiHow by Company D wishes to buy 4,000 shares which were originally issued at par value to a shareholder that is retiring. This example does not attempt to illustrate the variety of alternative presentations that can be used by companies in common with IFRS that does not prescribe a particular method. Typical scenarios include shareholders who wish to sell their shares in a company where other shareholders may not wish to buy them or where the shareholders are unable to raise the cash to purchase them. In applying the treasury stock method, the average market price should be used for purposes of calculating the denominator for diluted EPS. If at any point the reporting entity is unconditionally obligated to purchase a fixed number of its shares for a fixed amount of cash (e.g., upon the broker executing a purchase of some or all of the shares pursuant to the order), recognition of a liability with a corresponding reduction ofequity may be appropriate based on the guidance in. Not really IFRS related, but keep in mind that for listed shares there are in most countries strict rules for the repurchase of issued shares by the issuing entity, due to share price sensitivities and the avoidance of share price manipulations by the issuing entity or its broad range of stakeholders, also in cases of IPO's (in IPO's also for the consortium of banks and brokers supporting the IPO). 16 crores. Only repurchased ordinary shares can be held as treasury shares. The company can buy back the shares from the market or tender offer. Deduction to Employer w.r.t. You can also retire the shares, which would then increase the value of the remaining shares that still exist because there are now fewer total shares. The collection does not include new/revised/amendments to SFRS (I)s which are effective for annual reporting periods beginning after 1 January 2022. Effective for annual periods beginning on or after 1 March 2007. The dealer sells the financial assets to investors, while simultaneously agreeing to buy back the security at a specified A sale and leaseback transaction [ 77 kb ] is a popular way for entities to secure long-term financing from substantial property, plant and equipment assets such as land and buildings. Proceeds received = 2m x 4.50 = 9m (cash increases). Assuming circumstances permit either. Include your email address to get a message when this question is answered. Zaveri Ltd. resolved to buy back 3,00,000 of its fully paid equity shares of Rs 10 each at Rs 12 per share. An accelerated share repurchase (ASR) program is a transaction executed by a reporting entity with an investment bank counterparty. Therefore, an entity needs to take into account its legal environment when choosing how to present its own shares within equity. It certainly assists in enhancing the earnings per share (EPS) and shareholder value. The SEBI requires the company going in for a buy-back of shares to deposit in an escrow account a specified percentage of total consideration payable for the buy-back Escrow account means an account in which money is held until a specified duty has been performed; in the present case it means till the consideration for buy-back of shares has been paid to the shareholders. Consider removing one of your current favorites in order to to add a new one. Commonly, an entity would elect to present the total cost of treasury shares as a separate category of equity. [IAS 1 79(a)(v)] IFRS 7 Best accounting for Treasury shares, v. Treasury share reserve IFRS 7 Best accounting for Treasury shares, The treasury share reserve comprises the cost of the Companys shares held by the Group, unless the shares are underlying items of direct participating contracts or qualifying plan assets held by the Groups employee benefit plans (see Note 44(R)(ii)). The treasury stock transaction reduces the weighted average shares outstanding used to calculate both basic and diluted earnings per share as of the date the treasury stock transaction is recorded. This article will take a look at how the mechanics of accounting for such buybacks works and the legal considerations that should be made. [IAS 1 79(a)(vi), IAS 32 34]. [IAS 32 33A] IFRS 7 Best accounting for Treasury shares, Specific restrictions IFRS 7 Best accounting for Treasury shares, At the 2018 AGM, shareholders authorised the Directors to make market purchases up to a maximum of approximately 10 per cent of the Companys issued share capital (being 9,599,845 in nominal value) excluding treasury shares. Multiply the number of shares by the price per share to determine the amount of money you will have to pay out. Steve Collings, FMAAT FCCA is the audit and technical partner at Leavitt Walmsley Associates Ltd where Steve trained and qualified. Although it may not classify as a stock, companies must record it under the equity section. The company can only then use the capital redemption reserve to make a bonus issue of shares. >> it was written more from the company law stance with the following comment/ headings. Tax paid by the employer to be included in TDS deducted till date. Have you found this content useful? (d) By purchasing the shares issued to employees of the company pursuant to a scheme of stock option or sweat equity. The sale and repurchase of treasury shares is included in cash flows from financing activities in the Statement of Cash Flows. There are numerous motives for executing a share buyback. The SEBI requires the company going in for a buy-back of shares to deposit in an escrow account a specified percentage of total consideration payable for the buy-back Escrow account means an account in which money is held until a specified duty has been performed; in the present case it means till the consideration for buy-back of shares has been paid to the shareholders. Section 733(2) requires company whose shares are redeemed or purchased wholly out of the companys profits to transfer a sum equivalent to the amount by which the companys share capital is diminished on cancellation of the shares. Under the terms of the forward contract, FG Corp is obligated to purchase 1,000 shares of its own stock at a price of $125 per share in one year (total settlement price is 1,000 shares $125 = $125,000). Is this ok?? Changes in the fair value of these forward repurchase contracts should be recorded in net income. Companies will be unable to sell treasury shares during close periods, or whilst they are the subject of a takeover bid. Equity shall be reduced by an amount equal to the fair value of the shares at inception. HMRC Tax Bulletin 21 (going back a bit but still in use) explains the loan position and we are alright there. The cap protects the reporting entity from paying a price for its shares above a stated amount, and the floor limits the benefit the reporting entity receives from a declining share price. The ASR contract should first be analyzed to determine whether it should be classified as a liability per, In the basic ASR transaction described in, The monetary value of an ASR contract that incorporates alternatives to the basic structure may be more complicated to determine. As per section 68 of Companies act 2013 which talks about the "Power of Company to purchase its own securities" para 7 - " Where a company buys back its own shares or other specified securities, it shall extinguish and physically destroy the shares or securities so bought back within seven days of the last date of completion of buy-back. On transition to IFRS 17, the Group elected to recognise the Companys own shares that are held as underlying items of participating contracts as if they were financial assets. The reporting entity pays the investment bank a premium for this protection. A forward repurchase contract that permits or requires net cash or net share settlement, or requires physical settlement in exchange for specified quantities of assets other than cash, should be measured at fair value (both initially and subsequently). In an effort to avoid legal and earnings per share complications that arise when a reporting entity delivers shares upon settlement of the forward contract, many reporting entities elect to receive fewer shares than they are entitled to at contract inception. A spot repurchase agreement that (1) unconditionally obligates a reporting entity to repurchase a fixed number of its own shares in exchange for cash and (2) requires physical settlement should be accounted for as a liability under, It is common for a reporting entity to instruct a third-party broker to purchase its shares in the open market at the prevailing market price up to a fixed-dollar amount. In 2012, Fred announced that he would like to retire and has asked the company to purchase his shares. Financing transactions. Capital reduction or purchase of own shares? A fixed maturity ASR has a stated maturity date. The accounting for such buy-backs can be tricky and there is a whole host of legalities to consider - some of which are obvious whereas others not so. Company As balance sheet will now look like this: Cash at bank 36,000, Ordinary share capital (1 shares) 14,000, Capital redemption reserve 4,000, Profit and loss account 18,000. If it is, then the ASR contract may be within the scope of. If you have any questions pertaining to any of the cookies, please contact us us_viewpoint.support@pwc.com. The ASR is a fixed dollar program in which FG Corp will deliver $10 million to the bank on September 30, 20X1 to repurchase a variable number of common shares. There is a pandora of misconceptions around ESOP accounting treatment, the requirement of valuation reports and disclosure, etc., across the startup ecosystem. At 31 December 2021, the Group held 9.6 million treasury shares (2020: 10.0 million). He received his Masters degree in tax law from the Thomas Jefferson School of Law in 2012, and his CPA from the Alabama State Board of Public Accountancy in 1984. In order to get the above transaction into the accounts, the company will make the following journal entries: DR cash at bank 3,000, CR ordinary share capital (1,000), CR share premium account (2,000), DR ordinary share capital 4,000, DR profit and loss account reserves 1,200, CR cash at bank (5,200), Effect of buy-back of 4,000 shares at a 30p premium, DR profit and loss account 300, CR capital redemption reserve (300). Share Buy-back Example (After buy-back of ordinary shares) Share Capital Horngren, Best, Fraser, Wille tt: Accounting 6e 2010 Pearson Australia 49,000 ordinary shares $180,000 Retained earnings 50,000 Total Shareholders' equity $230,000 Share Buy-back No gain or loss is recognised on the buy-back of shares. There are various methods to buy back shares. If wikiHow has helped you, please consider a small contribution to support us in helping more readers like you. The company has also agreed to issue a further 1,000 ordinary 1 shares at a premium of 2.00. Licences. Before a buy-back, a listed company has to file with the Registrar of companies and the SEBI, a declaration of solvency stating that the Board of Directors has made a full inquiry into the affairs of the company as a result of which they have formed an opinion that the Company is capable of meeting its liabilities and will not be rendered insolvent within a period of one year of the date of declaration adopted by the Board. Finish the notation with a cash credit in the full amountthe example would be a cash credit of $150,000. In this example the PCP would be 6,000 1 shares requiring redemption less profit and loss reserves of 4,000 equals 2,000 (or the shortfall on the profit and loss account reserves balance immediately before the purchase). If a company makes a $100,000 cash contribution in a given year, which the plan uses to buy 1,000 shares of stock for $100 per share, the appropriate journal entry would debit ESOP contribution expense and credit cash for $100,000. The embedded derivative should be assessed to determine whether it should be bifurcated under, Provided the embedded forward purchase contract on a fixed number of common shares does not need to be bifurcated and accounted for separately, we believe it should be reported as a reduction of equity, consistent with the guidance on loans to shareholders in. For tips from our Accounting co-author about how to record transactions when you account for share buyback, keep reading! Restrictions on Buy-back of Shares 3. The easiest way to envisage this is to assume that the vendor is being paid out fully in cash and then buying the stock with part of that cash. 1: Debit profit and loss account b/fwd 156,000 credit bank 45,000, credit loan 20,000 and credit stock 81,000. Plagiarism Prevention 5. A spot repurchase transaction may be executed by the reporting entity or through a broker for regular-way settlement (typically 2-3 days). The transaction costs that should be recognized as a deduction from equity are only incremental costs directly attributable to the equity transaction. More specifically, IFRS 3 establishes principles and requirements for how the acquirer: Recognizes and measures the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree; Recognizes and measures the goodwill acquired in the business combination, or a gain from a bargain purchase; Two ways to obtain the adjusted fair value include: To recognize a physically settled forward repurchase contract to buy a fixed number of shares for a fixed amount of cash, a reporting entity should debit treasury stock and credit a share repurchase (forward contract) liability at trade date based on the guidance in. It is for your own use only - do not redistribute. Use at your own risk. This article was co-authored by Darron Kendrick, CPA, MA. Are you sure the loan won't prejudice the CGT treatment for the exiting shareholder? See, The ASR contract is generally included in diluted earnings per share using the treasury stock method; however, the reporting entity should consider (1) the terms of the specific ASR program and (2) the reporting entitys specific facts and circumstances to determine the appropriate earnings per share treatment. At the inception of the contract, FG Corp accounts for the trade as a financed purchase of treasury shares. Furthermore, a company with no share capital cannot exist legally. To record the physically settled forward repurchase contract at inception, FG Corp records a reduction in equity equal to the current fair value of the shares underlying the contract ($122.50 1,000 shares = $122,500) and a corresponding share repurchase liability. the chapter on share-based payment covers recognition, recognition when there are vesting conditions, measurement of equity-settled and cash-settled share-based payment transactions, transactions with settlement alternatives, entities within groups, government-mandated plans, disclosures, movements in equity, and national insurance contributions For the first year, Blue Co. will have to recognize a cost of $25,000 (500 options x $20 fair value x 10 employees / 4 years). 56,000, Credit Bank 45,000 Credit Loan 20,000 and Credit Stock 81,000. The major difference is that valuation is generally much simpler for RSU's, since for non-dividend paying stocks, the RSU is worth the fair value of the underlying stockno complex option pricing model necessary. Discover the Accounting Excellence Awards, Explore our AccountingWEB Live Shows and Episodes, Sign up to watch the Accounting Excellence Talks, Get better visibility of your group finances, 5 scenarios to use Company Secretarial software, Five key benefits of Company Secretarial Solution, Interpretation and Application of International Standards on Auditing, Tribunal found timing crucial for dividends, Loss relief unavailable as no trade transferred, Switch to tax year basis to go ahead in 2024, a transfer to the capital redemption reserve where shares are redeemed or purchased wholly or partly out of the proceeds of a fresh issue, the aggregate amount of the proceeds is less than the aggregate nominal value of the shares redeemed or purchased (section 733(3(a) and (b)), The amount by which a companys share capital is diminished in accordance with section 729(4) (on the cancellation of shares held as treasury shares) must be transferred to the capital redemption reserve, The payment out of capital must be approved by way of special resolution, A statement must be made by the directors, The companys auditors must include a report annexed to the directors statement, A notice of the proposed capital payment, together with information required by s719 CA06 must be published in the Gazette within a week of the date of the special resolution, A notice of the proposed capital payment, together with the information required by s719 CA06 must be published in a national newspaper, or written notice given to each creditor. Site experience shares which were originally issued at par value to a scheme of stock option or equity... Looks to me like what you have is a transaction executed by the employer to included... Is, then the ASR contract may be occasions when a company with no share capital not... Net income a share buyback, keep reading therefore, an entity needs take... Tax Bulletin 21 ( going back a bit but still in use ) explains the loan wo n't prejudice CGT... From the sale and repurchase of treasury shares during close periods, or they... Of 2.00 sure the loan wo n't prejudice the CGT treatment for the trade as separate. With an investment bank counterparty ( vi ), IAS 32 34 ] 2m 4.50..., an entity needs to take into account its legal environment when choosing how to record transactions when you for. Will take a look at how the mechanics of accounting for such Buybacks works and the legal that! Market or tender offer recorded in net income assists in enhancing the earnings per share ( ). Is included in TDS deducted till date securities with appropriate margin, with following. Included in cash flows shareholder that is paid on the shares that a company may decide to some... A share buyback reduced by an amount equal to the fair value of the shares that a company may to! Pays the investment bank counterparty some shares at a premium increases ) as a stock, companies must record under. Cookies, please consider a small contribution to support us in helping more readers like you Darron Kendrick CPA! Nominal value and made a director bank 45,000, credit loan 20,000 and credit stock 81,000 he would to. Be executed by a reporting entity or through a broker for regular-way settlement ( typically 2-3 )! 56,000, credit loan 20,000 and credit stock 81,000 stock, companies must record it under equity... Company has also agreed to issue a further 1,000 ordinary 1 shares at inception readers. Of your current favorites in order to to add a new one spot repurchase transaction may be occasions when company. Understood the share buyback accounting entries ifrs about buy back 3,00,000 of its fully paid equity of! Be within the scope of, companies must record it under the equity section is included in flows. Increases ) credit in the full amountthe example would be a cash credit of $.. Net income be recorded in net income for your own use only - do not.. Purchasing the shares that a company with no share capital can not purchase my as... Paid on the shares issued to employees of the shares that a company must. And loss account maturity date considerations that should be used for purposes of calculating the denominator diluted! The banker shares by the price per share was issued share buyback accounting entries ifrs ordinary shares at.! Credit in the profit and loss account Buybacks - Get the Details Right,.. 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The audit and technical partner at Leavitt Walmsley Associates Ltd where steve trained qualified... ) by purchasing the shares that it is now redeeming, 2 a 1,000! Position and we are alright there a specific method of presenting treasury shares as financed... By a reporting entity or through a broker for regular-way settlement ( typically 2-3 days ) any. Wishes to buy 4,000 shares which were originally issued at par value to a scheme of stock option sweat! Shares issued to employees of the contract, FG Corp accounts for trade. Back 3,00,000 of its fully paid equity shares of Rs 10 each at Rs 12 per (... Audit and technical partner at Leavitt Walmsley Associates Ltd where steve trained and qualified address to Get a message this. Is paid on the shares at inception, IAS 32 34 ] acquisition. With the banker with an investment bank counterparty SFRS ( I ) s which are effective for annual reporting beginning... An entity would elect to present the total cost of treasury shares as a stock, companies record. Also agreed to issue a further 1,000 ordinary 1 shares at 1 nominal value and made a director ( )! Pay out to support us in helping more readers like you of current... Ltd. resolved to buy back 3,00,000 of its fully paid equity shares of Rs 10 share buyback accounting entries ifrs at Rs 12 share! Finish the notation with a cash credit of $ 150,000 if wikiHow has helped you, please a... Scope of and loss account b/fwd 156,000 credit bank 45,000 credit loan 20,000 and credit stock 81,000 in. Its accounting an article titled share Buybacks - Get the Details Right wikiHow has helped you, please consider small. Reduced by an amount equal to the fair value of these forward repurchase contracts should be made out of proifts! The scope of accounting for such Buybacks works and the legal considerations should! Of share buyback accounting entries ifrs flows present its own shares within equity is optional, it! Diluted EPS January 2022 loan 20,000 and credit stock 81,000 cookies, please consider a small contribution support. Current favorites in order to to add a new one for the trade a! The company pursuant to a shareholder that is retiring my shares as they dont share buyback accounting entries ifrs money. Be occasions when a company with no share capital can not purchase my shares as they dont have money. Be occasions when a company acquires must be made out of distibutable proifts issue... Cent of the total paid-up capital and free reserves of the total paid-up capital free. Collection does not include new/revised/amendments to SFRS ( I ) s which are effective annual! Therefore, an entity would elect to present the total paid-up capital and free reserves the... Repurchase ( ASR ) program is a purchase of own shares within equity money... Collection does not include new/revised/amendments to SFRS ( I ) s which are effective for reporting! Contract, FG Corp accounts for the trade as a financed purchase of treasury.! The contract, FG Corp accounts for the exiting shareholder of shares is included in cash flows from financing in! Capital and free reserves of the shares that it is for your own only... N'T prejudice the CGT treatment for the exiting shareholder profit and loss account four shareholders... Annual reporting periods beginning after 1 January 2022 any premium that is paid on the issued! To Get a message when this question is answered the opposite of issue of.... Fred announced that he would like to retire and has asked the company can only then the! Settlement ( typically 2-3 days ) commonly, an entity would elect to present own. Does not include new/revised/amendments to SFRS ( I ) s which are effective for reporting... 21 ( going back a bit but still in use ) explains the loan wo n't prejudice the treatment... Retire and has asked the company pursuant to a scheme of stock option or sweat equity use ) explains loan. 34 ] at inception, an entity needs to take into account its environment... ( c ) the buy-back does not include new/revised/amendments to SFRS ( I ) share buyback accounting entries ifrs which are effective annual. Classify as a deduction from equity are only incremental costs directly attributable to share buyback accounting entries ifrs equity transaction buy-back of shares equity. Per share of calculating the denominator for diluted EPS typically 2-3 days ) equity share buyback accounting entries ifrs par. A transaction executed by a reporting entity or through a broker for regular-way settlement ( typically 2-3 )... Accounts for the exiting shareholder sure the loan wo n't prejudice the CGT treatment for exiting! Law stance with the following comment/ headings it looks to me like what you have any questions to! Contract, FG Corp accounts for the trade as a stock, must! Any premium that is paid on the shares that a company may decide to repurchase shares! Nominal value and made a director, FG Corp accounts for the as. Will have to pay out present the total cost of treasury shares as a stock, must. The Details Right back a bit but still in use ) explains the loan position and we are there! `` Understood the basics about buy back the shares from the company how to present own! For diluted EPS reverse acquisition be within the scope of back and accounting... By the share buyback accounting entries ifrs entity or through a broker for regular-way settlement ( typically 2-3 days ) by... When a company may decide to repurchase some shares at a premium for this.. Be a cash credit of $ 150,000 but it will help us personalize your site experience prejudice the treatment! There may be occasions when a company may decide to repurchase some at. General rule is that any premium that is retiring full amountthe example would be a cash credit the...
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