Professional Documents
Culture Documents
SosnhCFAcurriculumlevel2nm2012vinm2011thccthayichyulloibbtccphnlctrcvit trnglphoclanman,rmr.Sloibnylmchoslngreadingscalevel2gimt70readingsnm2011 xung cn 64 readings nm 2012. Cn kin thc thm vo nhiu nht l reading 47 (Investing in Hedge Funds: a survey)camnAlternativeInvestments. Mn Alternative Investments: Reading 50 c Commodity (hc v Contango, Backwardation, roll yield) b loi b, c l l do ni dung ny s c covered y hn level 3. Reading mi s 47 (Investing in Hedge Funds: a survey) thay th reading 51 c (Evaluating performance of Hedge Funds) v reading 52 c (Buyer Beware: evaluating andmanagingthemanyfacetsofrisksofhedgefunds). Mn Equity: B hn 2 readings l reading 36 v 38 c. Reading 36 c Equity, Markets and Instruments l mt readingkhdivnhiuchbnlunvccloithtrng,cccngcvvnvthukhiutrancngoi, ADR American Depository Receipts, ETFs, country funds. Reading 38 c Equity concepts and Techniques gm nhiu ni dung b lp trong cc readings khc, nh country analysis, industry analysis. Tuy nhin trong reading 38 b b c hai m hnh kh th v l 1. Franchise model (tnh intrinsic P/E theo tangible P/E (1/r) v Franchise P/E (= franchise factor x growth factor)) v 2. cng thc tnh P/E vi s gp mt ca inflation flow through rate. Cc readingscnlicthayinhmthaiLOSkhngngk. Mn Economics: Reading 17 c Exchange rates and Balance of Payment b loi b. Ni dung nyca xung level1(thamkholevel1reading20InternationalTradeandCapitalFlowsvreading21CurrencyExchangeRates). Mn Fixed Income: Reading 54 c Liquidity conundrum (c cp ti Minsky hypothesis v gii thch l do khng hongnhtcaMvinmtrc)bloib,clldoccthngtinnygioutofdate. MnCorporateFinance:BmtLOSnhonhvlchsccantitrustlegislationsM(trongreading32M&A). NmmncnliEthics,Quantitativeanalysis,Derivatives,Portfoliomanagement,FRAginguyn. Ngitnghp:LTrngTunAnh&NguynHoiPhng,AFTC.
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CFALEVEL2
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All CFA Institute members and candidates are required to comply with the Code and Standards The CFA Institute Bylaws Based on two primary principles Fair process to member and candidate Confidentiality of proceedings
Basic structure for enforcing the Code and Standards Structure of the CFA Institute Professional Conduct Program Professional Conduct program (PCP)
Rules of Procedure
Maintains oversight and responsibility Through the Disciplinary Review Committee (DRC) Directs Professional Conduct Staff Is responsible for the enforcement of the Code and Standards Conducts professional conduct inquiries
a1.
Requesting a written explanation from the member or candidate The Professional Conduct staff conducts an investigation that may include Process for the enforcement of the Code and Standards The member or candidate Interviewing Complaining parties Third parties Collecting documents and records in support of its investigation When an inquiry is initiated Conclude the inquiry with no disciplinary sanction Issue a cautionary letter Upon reviewing the material obtained during the investigation, the Designated Officer may If finding that a violation of the Code and Standards occurred, the Designated Officer proposes a disciplinary sanction Accepted by member The matter is referred to a hearing by a panel of CFA Institute members
Rejected by member
a2.
b. Ethical responsibilities
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Guidance
Maintain independence and objectivity in professional activities Gifts Invitations to lavish functions Tickets By benefits External pressures Favors Job referrals Allocation of shares in oversubscribed IPOs to investment managers .... From public companies How to cope with external and internal pressures Guidance Internal pressures To issue favorable reports May try to pressure sell-side analysts
e.g. to issue favorable research reports/recommendations for certain companies From their own firms Investment-banking relationships to issue favorable research on current or prospective investment-banking clients Conflicts of interest -->must disclose to employers
-->Modest gifts and entertainment are acceptable but special care must be taken
-->Best practice: reject any offer of gift,..threatening independence and objectivity convey true opinions -->Recommendations must free of bias from pressures be stated in clear and unambiguous language -->Portfolio managers must respect and foster honesty of sell-side research Is fraught with conflicts Must engage in thorough, independent, and unbiased analysis Issuer-paid research Must fully disclose potential conflicts, including the nature of compensation -->Analysts Must strictly limit the type of compensation they accept for conducting research Best practice Protect integrity of opinions Accept only flat fee for their work prior to writing the report W/O regard to conclusions or reccomendations
Create a restricted list Restrict special cost arrangements Limit gifts Restrict employee investments Review procedures Written policies on independence and objectivity of research Equity IPOs Private placements
Definition of "Misrepresentation"
any untrue statement or omission of a fact or any fasle or misleading statement oral representations, advertising electronic communications written materials qualifications or credentials, services
Guidance
performance record characteristics of an investment any misrepresentation relating to member's professional activities
Must not guarantee clients specific return on investments that are inherently volatile
C. Misrepresentation
Standard I(C) prohibits plagiarism in preparation of material for distribution to
employers associates clients prospects general public Written list of available services, description of firm's qualification Designate employees to speak on behalf of firm RPC Prepare summary of qualifications and experience, list of services capable of performing Maintain copies To avoid plagiarism Attribute quotations Attribute summaries
Address conduct related to professional life Guidance Violations Any act involving lying, cheating, stealing, other dishonest conduct that reflects adversely on member's professional activities would be violation Conduct damaging trustworthiness or competence Abuse of the CFA Institute Professional Conduct Program Develop and/or adopt a code of ethics RPC Disseminate to all employee a list of potential violations Check references of potential employees
D. Misconduct
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Definition of "Material nonpublic information" Must be particularly aware of info selectively disclosed by corporations Guidance Mosaic Theory Analysis of Public info + nonmaterial nonpublic info --> Investment conclusion Analysts are free to act on this collection of info w/o risking violation Analysts should save and document all their research Make reasonable efforts to achieve public dissemination of material info
Must communicate the info only to the designated supervisory and compliance personnel within the firm Must not take investment action on the basis of the info
RPC
Must not knowingly engage in conduct inducing insiders to privately disclose MNI adopt compliance procedures preventing misuse of MNI Encourage firms to develop & follow disclosure policies to ensure proper dissemination use "firewall" Prohibition of all proprietary trading while firm is in possession of MNI may be inappropriate
Definition Transactions that artificially distort prices or volume can be related to transactions that deceive market participants Securing a controlling, dominant position in a financial instrument to exploit and manipulate price of a related derivative/or underlying asset including spreading false rumors to induce trading by others
B. Market manipulation
prohibit legitimate trading strategies prohibit transactions done for tax purposes
act with care, skill, and diligence follow the investment parameters set forth by clients & balancing risk & return Determine identity of "client" Must be aware of whether they have "custody" or effective control of client assets
Understand & adhere to fiduciary duties Guidance Responsibility to a client includes duty of loyalty
Manage pool of assets in accordance with terms of governing documents Put their obligation to client first in all dealings Avoid all real or potential conflicts of interest Forgo using opportunities for their own benefit at the expense of client Follow any guidelines set out by client for the management of assets Judge investment decisions in context of total portfolio Vote proxies in an informed & responsible manner
"Soft dollars" Submit to clients at least quarterly itemized statements Separate assets RPC Review investments periodically Establish policies & procedures with respect to proxy voting and the use of client brokerage Encourage firms to address some topics
Do not discriminate against any clients "Fairly" vs "equally Standard III(B) addresses the manner of disseminating investment recommendations or changes in prior recommendations to clients Ensure fair opportunity to act on Encourage firms to design equitable system to prevent selective, discriminatory disclosure Investment recommendations Guidance Material changes should be communicated to all current clients Clients who don't know changes and therefore place orders contrary to a current recommendation Treat all clients fairly in light of their investment objectives & circumstances Investment actions Disclose to clients & prospects written allocation procedures duty of fairness and loyalty to clients can never be overriden by client consent to patently unfair allocation procedures particularly clients may have acted on or been affected by earlier advise should be advised of the changed recommendation before the order is accepted
B. Fair dealing
Should not take advantage of their position in the industry to the detriment of clients RPC
Be sure to gather client info in the form of an IPS and make suitability analysis prior to making recommendation/taking investment action Guidance In investment advisory relationships Inquiry should be repeated at least annually/prior to material changes If clients withhold info Risk analysis Fund managers In case of unsolicited trade requests unsuitable for client RPC
C. Suitability
Standard III(D) prohibits misrepresentaions of past performance or reasonably expected performance --> Provide credible performance info Guidance -->Should not state or imply that clients will obtain or benefit from rate of return generated in the past Research analysts promoting the success of accuracy of their recommendations --> ensure that their claims are fair, accurate, and complete
D. Performance presentation
If the presentation is brief, must make available to clients and prospects the detailed info upon request RPC GIPS
Standard III(E) is applicable when members receive info Guidance E. Preservation of confidentiality RPC Comply with applicable laws When in dout -->consult with compliance department/outside counsel before disclosing
Standard III(E) does not prevent cooperating with an investigation by CFAI PCP
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In matters related to their employment, members and candidates must not engage in conduct that harms the interests of the employer Employeremployee relationship -->Comply with policies and procedures established by employers that govern employer-employee relationship Standard IV(A) does not require to place employer interests ahead of personal interests in all matters The relationship imposes duties and responsibilities on both parties
Abstain from independent competitive activity that could conflict with employer's interests Independent practice Provide notification to employer, obtain consent from employer in advance
A. Loyalty
Must
Firm records or work performed on behalf of firm stored on a home computer should be erased or returned to employer engage in activities conflicting with duty until resignation effective
Leaving an employer
Must not
take records of files to a new employer without written permission Free to make arrangements/preparations provided that not breaching duty of loyalty Applicable non-compete agreement Whistleblowing Nature of employment
Guidance
Obtain written consent from employer before accepting compensation or other benefits from third parties...
RPC
C. Responsibilities of supervisors
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investment philosophy followed The application of Standard V(A) depends on role of member in the investment decision-making process support and resources provided by employer Must make reasonable efforts to cover all pertinent issues when arriving at recommendation Provide or offer to provide supporting info to clients when making recommendations/changing recommendations Using secondary or third-party research -->must make reasonable &diligent efforts to determine whether 2nd/3rd party research is sound
Guidance
If member does not agree with the independent and objective view of the group
-->Not necessarily have to decline to be identified if believing consensus opinion has reasonable & adequate basis -->Should document member's difference of opinion with group
RPC
Standard V(B) addresses conduct with respect to communicating with clients Communication is not confined to written form but via any means of communication
Developing and maintaining clear, frequent, and thorough communication practices is critical distinguish clearly between facts & opinions present basic characteristics of the analyzed security in preparing research report Must adequately illustrate to clients & prospective clients the manner of conducting investment decision-making process keep them informed with respect to changes to the chosen investment process
Brief communications
-->should notify clients that additional info and analyses are available from the producer of the report
-->must be supported by readily available reference material -->in a manner consistent with previously applied methodology or with changes highlighted
Should outline known limitations, consider principal risks in investment analysis, report RPC
In hard copy or electric form Fulfilling regulatory requirements may satisfy the requirements of this Standard Must explicitly determine whether it does
Guidance
C. Record retention
Absence of regulatory guidance,
RPC
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is a critical part of working in investment industry Managing conflicts can take many forms Best practice is to avoid conflicts of interest when possible If not, disclosure is necessary
prominent Disclosures must be made in plain language in a manner to effectively communicate the info to clients between member or their firm and issuer Relationships Guidance investment banking underwriting and financial relationships Broker/dealer market-making activities Material beneficial ownership of stock Investment personnel also serves as a director -->Sell-side members should disclose material beneficial ownership interest in securities/investment recommended All matters may impair objectivity
A. Disclosure of conflicts
Disclosure to clients
What?
Same circumstances with clients Any potential conflict situation Enough info
How?
Other requirements
Clients & employers' transactions have priority Co-investment -->personal investment positions or transactions should never adversely affect client investments may occur client is not disadvantaged by the trade Conflicts of interests Guidance -->make sure investment professional does not benefit personally from trades undertaken for clients investment professional complies with applicable regulatory requirements Having knowledge of pending transactions, assess to info during normal preparation of research recommendations May undertake personal transactions after clients & employers have had adequate opportunity to act on recommendation should be treated like other accounts Family accounts (that are client accounts) if member has beneficial ownership -->may still be subject to pre-clearance or reporting requirements -->Must not convey such info
B. Priority of transactions
C. Referral fees
what
how
before entry into any formal agreement nature of the consideration or benefit
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Prohibiting any conduct that undermines the integrity of the CFA charter
.....
Not precluded from expressing opinion regarding the CFA Program or CFAI
B. Reference to CFA Institute, the CFA Designation and the CFA program
Remit annually to CFAI a completed Professional Conduct Statement Pay applicable CFAI membership dues on an annual basis
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are voluntary standards for Members Definitions To enable all parties dealing with SD practices to have a common understanding of all of the different aspects of SD To give a clear guidance to investment managers on what products and services are appropriate for a manager to purchase with client brokerage To clarifiy the manager's duty to clearly justify the use of client brokerage to pay a portion of mixed-use product clearly disclose their SD practices give detailed info to each client when requested receive assurances that what investment managers are doing with client brokerage can be supported in an "audit" receive important info on request Client-directed brokerage To clarify the manager's role and fiduciary responsibilities to clients
Research
Mixed-used products
Record keeping
Investment Manager directs transactions to a Broker, in exchange for which Broker provides brokerage and research services to the Investment Manager
include
involve the use of client brokerage by an investment manager to obtain products and services to aid the manager in investment decision making process The amount on any trade retained by a broker to be used directly or indirectly as pmt for Servies and/or products provided by a broker, the primary use of which must directly assist the investment manager in its investment decision making process Types Proprietary research Third-party research Investment decision making process Management of the investment firm
Brokerage
Research
Mixed-Use
Services and/or products, provided to an investment manager by a broker through a Bokerage Arrangement used for both
An arrangement whereby a client directs that trades for its account be executed through a specific broker
in exchange for which the client receives a benefit in addition to execution services
1. Brokerage is the property of client obtain best execution 2. Investment managers have a duty to minimize transaction costs use client brokerage to benefit clients
Full and fair disclosure of the investment manager's use of a client's brokerage CFAI SDS are intended to ensure Consistent presentation of info->all parties clearly understand brokerage practices Uniform disclosure and record keeping High standards of ethical practices within the investment industry
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IV. Evaluation of research V. Client-directed brokerage VI. Disclosure VII. Record keeping
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that may impede a research analyst's ability to conduct independent research and make objective recommendations
Subject company Supervisory analyst 1. Research objective policy 2. Public appearances Requirements and recommended compliance procedures 3. Reasonable and adequate basis 4. Investment banking 5. Research analyst compensation 6. Relationships with subject companies 7. Personal investments and trading 8. Timeliness of research reports and recommendations 9. Compliance and enforcement 10. Disclosure 11. Rating system
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a Case outline
Case results
Case outline
6. Preston Partners
Case results
Case outline
7. Super Selection
Case results
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1. Diversification is fundamental to risk minimization 2. Trustees must base an investment's appropriateness on risk/return profile
3. Trustees have a duty to avoid fees, transaction costs, and other expenses that are not justified 4. The fiduciary's duty of impartiality requires a conscious balancing of current income and growth 5. Trustees may have a duty, as well as the authority, to delegate as prudent investors would
c. Differentiate
1. Economic conditions 2. Effect of inflation and deflation 3. Impact of investment decisions on the beneficiary's tax liability
d. Key factors should be considered when investing and managing trust assets
4. How each investment contributes to risk/return of the overall trust portfolio 5. Expected total return from income and capital appreciation 6. Other resources of beneficiaries liquidity 7. Needs for regularity of income preservation or appreciation of capital 8. Whether any assets have a special relationship to the requirements of the beneficiary or the trust
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CFALEVEL2
QUANTITAVE ANALYSIS
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Observation
1 2 3 4 5 6 7 8 9 10
X
12 13 10 9 20 7 4 22 15 23
Y
50 54 48 47 70 20 15 40 35 37
Intercept X
Lower 95% Upper 95% Lower 95.0% Upper 95.0% -1.0351 52.1523 -1.0351 52.1523 -0.6059 2.9824 -0.6059 2.9824
RESIDUAL OUTPUT Observation 1 2 3 4 5 6 7 8 9 10 Predicted Y 39.8176 41.0059 37.4411 36.2529 49.3236 33.8764 30.3116 51.7001 43.3824 52.8884 Residuals Standard Residuals 10.1824 0.7173 12.9941 0.9154 10.5589 0.7438 10.7471 0.7571 20.6764 1.4565 -13.8764 -0.9775 -15.3116 -1.0786 -11.7001 -0.8242 -8.3824 -0.5905 -15.8884 -1.1192
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Sample covariance
a.
Outliers
Dependent (Y)
Independent (X)
expected value of residual term = 0 variance of residual term is constant residual term is independently distributed residual term is normally distributed
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Y= Confidence intervals
SSE (Sum of Squared Errors) R^2 and SEE F-Statistic Multiple regression Simple regression
Parameter instability
Limited use if others aware and act the same Invalid assumptions Heteroskedastic Autocorrelation
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a. Multiple regression
Interpretation
Hypothesis
Expected value = 0 Error term Variance is constant Not correlated with one another Normal distribution
e. F-statistic
R2 vs. Adjusted R2
f. Coefficient of Determination
g. ANOVA tables
Independent variables is binary in nature
h. Dummy variables
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Definition
2 types: . Unconditional:
2 types: . Positive:
. Conditional:
. Negative:
Detecting
. Residual plots:
. High R2, reject F-test but not any t-tests . Rule of thumb:
. Breusch-Pagan test:
. DW (Durbin-Watson) test:
. F-test: unreliable Correcting . Adjust standard errors: Robust std. errors White-corrected std. errors Heteroskedasticity-consistent std. errors recalculate t-stats . Adjust standard errors: Hansen-White std. errors
(correct both heteroskedasticity & autocorrelation)
Serial correlation consistent recalculate t-stats . Improve specification (include seasonal terms)
NOTES:
. Regression analysis tests (t-tests, F-tests):H0: bad model (Reject H0 good model) . Assumption tests:H0: no violation (Fail to reject H0 good model)
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What is it?
i1. Heteroskedasticity
Detecting heteroskedasticity
Correcting heteroskedasticity
What is it?
Positive Negative
Assumption violations
Detecting
Correcting
is
j. Multicollinearity
Detecting
Correcting
k. Model misspecification
Misspecification 4: use lagged Y as X Misspecification 5: Forecasting the past Misspecification 6: Measuring independent variables with error
Discriminant models
a. 2 models
Trend models
Autocorrelation
l. Seasonality
In-sample forecasts
c. Covariance stationarity
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Mean reversion
f.
Random walk
i. Random walks
j. Unit roots
First differencing
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CFALEVEL2
ECONOMICS
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Rule of 70
Estimating EG
a1. Sources of EG
Markets
Labor productivity
Definition of PC
1. Growth in capital per labor hour --> movement along PC 2. Technological growth --> shift PC upwards
Increasing the growth of physical capital Three ways Technological advance Investment in human capital Stimulate saving Stimulate R&D -->Suggestions Target high-technology industries Encourage international trade Improve the quality of education
Growth in GDP: not permanent When real GDP per person above subsistence level --> population explosion --> real GDP per person back to subsistence level
Classical GT Figure
Technological change --> increased saving & investment --> capital per labor hour increase --> long term growth in GDP Different from classical GT: population growth Technological growth Independent of econ. growth (or real wage rate or real GDP) But influenced by opportunity cost to women for entering workplace Not influenced by economic growth Occur through trial & error (R&D)
Based on 2 properties of market economies Technological change 2 other key assumptions driven by profit
Discoveries are the result of choices Discoveries lead to profit & competition eliminates profit
New GT
there is ongoing search to discover technologies Discoveries are public capital goods Law of diminishing returns does not apply to knowledge capital --> no mechanism to stop economic growth
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Economic regulation of natural monopolies Rationale for a. Social regulation of nonmonopolistic industries
Potential benefits Possible negative side effects Creative response Feedback effect
Conform to the letter (the words), but not to the intent is a typical example of creative response New regulation changes consumers' behavior --> undermine the original intent
Capture hypothesis
regulators are selected from industry experts --> have relationships --> sometimes decisions influenced/controlled by the industry at regulatory hearing: consumers less prepared and less persuasive than industry members
c. Regulators' behavior
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Comparative advantage
higher price License to import a limited amount --> reduce supply --> lower equilibrium domestic quantity less foreign competition --> benefit domestic producers
deadweight loss
are agreements by exporting countries to voluntarily limit the quantity of goods firms with export permits get the gains (different from quotas) Government officials who choose firms may receive some gain.
Argument:
infant industries should be protected while they get up to world standards of productivity and quality Benefits not the whole economy but to firms & workers in those industries Tariff or quota is market distorting --> Government subsidy is better
Critiques:
Exporters should be prohibited from selling goods abroad at less than production cost Difficult to estimate production costs
Dumping argument
price lower than in foreign firms' market is not evidence of dumping drive domestic firms out of business --> still have competition from other countries those domestic firms could re-enter when foreign firms raise prices
Industries associated with national defense should be protected so they will exist domestically in case of war almost all industries contribute or potentially contribute to national defense government should choose strategic industries to subsidize rather than impose trade restrictions
Critiques:
Trade barriers protect jobs Trade restrictions create jobs Trade with low-wage countries depresses wages in high-wage countries
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Calculation
b. Spreads
Affected by
c. FX cross rates
d. Triangular arbitrage
Calculation
Market conditions
Affected by
interest differential ~ forward differential formula calculating Forward rate from Spot rate:
exploits mispricing between spot & forward --> zero-cost but guaranteed profit =money market hedge
CFA MINDMAPS 2012- LEVEL 2- AFTC copyright Page 31
b. BOP accounts
Monetary policy on
e. Effects of
Fiscal policy on
Fixed
Pegged
Absolute PPP
only requires that the law of one price is correct on average Expected spot exchange rate after t years =
Relative PPP
Interest rate differential = Expected inflation differential Assumption: real interest rates stable over time equal across international boundaries Exact formula: Linear approximation:
Forward rate = unbiased predictor of expected future spot rate --> no reward for bearing foreign currency exposure (but empirical evidence suggests forward rate is not unbiased predictor) Forward discount/premium = unbiased predictor of expected change in spot e/r
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a GDP
GNI
NNI
Adjustments
Prices c
GDP deflator
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CFALEVEL2
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Inflation --> LIFO: ___ COGS; ___NI; ___tax; ___CF; ___Inventory, ___Current asset; ____ profitability; ___solvency, ____liquidity
a. Effect of inflation & deflation of inventory costs e. Effects of different inventory valuation methods
Change in methods --> retrospective Inv.&COGS determined end of accounting period Inv. & COGS continuously updated
Inventory systems
Periodic
Perpetual
b,c. LIFO
LIFO liquidation
IFRS
write down
min(cost, NRV)
NRV=
USGAAP
write down
f. Issues to consider
Manufacturing
3 accounts
Analysis
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Normally --> Expensed IFRS Except R&D R: expensed; D: Capitalized Not software: like normal (expense R&D) USGAAP Software for sale: like IFRS (technological feasibility) for use: capitalize R&D affect COGS of SG&A
Straight live Methods DDB (early) Usage-based Change in methods --> Sell --> =(Fair value-Selling cost) Use --> Value in use (=PV of future CFs)
Recoverable amount= max (2 options) If carrying value > recoverable amount -->
USGAAP
Asset held for sale: up to original cost (both IFRS & USGAAP) Asset held for use USGAAP: no up IFRS: up to original cost (except revaluation model)
BS: IS: CF: Notes: Average age= Average depreciable life= Remaining life= 5 motivations for leasing: less costly; less risk of obsolescence; less restrictive provisions; OBS financing; tax advantage
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Held-to-maturity 4 types Held for trading Available for sale Designated at fair value: intention HTM or AFS but treated like HFT Reclassification of investments in financial assets
HTM, AFS ---------------------------------- HFT, DFV AFS----------------------------------------------------HTM impaired if decline in value is not temporary impaired if at least one loss event has occurred & its effect on future CF can be estimated reliably
Both USGAAP & IFRS require to evaluate each accounting period Reversals of impairment Analysis of investments in financial assets initially Equity method In subsequent periods equity investment is recorded at cost on the investor's BS increases/decreases the investment account on the investor's BS is recognized in the investor's IS --->reduce the investment account Debt Equity
2. Investments in associates
Transactions with the investee Analytical issues for investments in associates Categories Under IFRS Under US GAAP
3. Business combinations
The pooling of interests method Under the acquisition method Under IFRS
Under US GAAP
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Projected benefit obligation (PBO) 3 measures Accumulated benefit obligation (ABO) Vested benefit obligation (VBO)
(+) Beginning PBO (+) Current service cost PBO= (+) Interest cost (+) Plan amendments (+)/(-) Actuarial gains/losses (-) Benefit paid (+) Current service cost (+) Interest cost (-) Expected return on assets (-)/(+) Amortization of deferred gains/losses (+) Amortization of past service cost Discount rate increase PBO_____, ABO_____, VBO_____ Current service cost _____, Interest cost _____, Expected return _____, Pension expense ____ PBO_____, ABO_____, VBO_____ Current service cost _____, Interest cost _____, Expected return _____, Pension expense ____ PBO_____, ABO_____, VBO_____ Current service cost _____, Interest cost _____, Expected return _____, Pension expense ____ Funded status= Under US. GAAP Net pension asset/liability = Funded status Other comprehensive income in Equity Under IFRS Net pension asset/liability = Funded status - Other comprehensive income
e. Presentation & footnotes g. Evaluate the underlying economic liability (or asset)
Reasons for netting Employer largely controls plan assets & obligation --> bear risk Decisions regarding funding & accounting are affected by net pension obligation, not gross
Unfunded plan: benefits paid = CFOFor analytical purpose: might be CFF-, if contributions largely differ from economic pension expense not "smoothed" actual return instead of expected return
h.
Reclassifying for analytical purpose Interest cost & Actual return: should be non-operating
i. Accounting issues
What is share value (esp. if shares are not traded publicly) Expense should be spread over service period Outright stock grants Without conditions Restricted stocks: can't be sold till end of vesting Performance stocks (e.g.. ROA, ROE, IN... --> manipulation) Condition: share price increase over a threshold Payment: cash or equity or both
Phantom stocks: stock appreciation rights for privately held/ highly illiquid firms --> based on performance of hypothetical stock
Stock options
In the past: intrinsic value method (recognize an expense if market price > exercise price on grant date). Problem: usually no intrinsic value Current: Fair value method (using Black Scholes Merton or binomial models to calculate value of option --> amortize over service period=grant date to vesting date). Problem: very subjective
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Local currency
a. Distinguish
b. Impact of changes in exchange rates on the translated sales of the subsidiary and parent company
c.
All-current method
Net assets exposure --> Net liabilities exposure --> Net monetary assets exposure --> Net monetary liabilities exposure -->
Temporal method
d. Compare 2 methods
Net income Total assets Temporal vs. All current (parent currency depreciated -->)
ROA__; ROE__; TATO___; Invt TO___; A/R TO___ Pure BS or Pure IS ratios Mixed BS/IS ratios (using end-of-period BS) USGAAP: 3-year accumulative infl > 100% (i.e. 26% per year) IFRS: no definition
Define hyperinflation
adjust using price index between acquisition date & balance sheet date adjust using price index from date of contribution or from year of beginning, whichever is later no adjustment
Analyzing foreign currency disclosure : Difficulty: little requirement for disclosure. 1 parent may have many
subsi using diferrent methods --> solution: add delta CTA to Net income (clean surplus accounting)
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EBTDA, Operating income, EBT, Income from continuing operations, Income before extraordinary items, Income before effect of changes in accounting principles, net income
Effective Purpose Fair value hedge To hedge A/L To hedge future CF of trx Foreign subsidiary Unrealized G/L Realized G/L
To hedge
CF hedge
To speculate
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Contrast
a.
Revenue recognition, Depreciation estimates, Inventory cost flow, Impairment, GW, Valuation allowances for DTA, pension assumptions, stock option valuation to compute compensation expense
Influence capital markets Satisfy contractual provisions (loan covenants, executive compensation)
c.
Independent audit, BoD, Certification by senior mgmt, Class action litigation, Regulators, General market scrutiny
d.
Measures of EQ CF statement approach
Acquisitions
Extreme earnings --> not continue forever but revert back to normal level
Misstating revenue Bill-and-hold arrangement Channel stuffing Revenue recognition Accelerating revenue Barter transactions Abnormal sales growth Disproportionate 4th quarter revenues for a non-seasonal firm Misclassifying nonrecurring or nonoperating Large changes in A/R & UR Detection techniques Increased DSO Compare rev & actual cash collected Undestating expense Delaying expense Expense recognition Misclassifying expenses as nonrecurring or nonoperating Large changes in fixed assets & inventory Increased DOH Detection techniques LIFO liquidation Compare depreciation expense to other companies Core operating margin = (sales-COGS-SG&A)/ sales OBS financing BS Goodwill Techniques Capitalize operating leases Look for lack of GW impairment e.g..: "park" cash in LT investment --> CFF e.g..: operating lease
e.g..: lease
Compare growth of operating leases with growth of asset Be alert for a decrease in discretionary spending, esp. near year-end
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Primary purpose: identify potential outcomes, good or bad, that could affect an investment decision
Common size BS Divide by total LT capital Working capital ratios Assets, Capex, Rev, EBIT by Business segments Geographic segments
Accrual ratios & CF/Operating income standalone value of parent, P/E multiple
d. Predict the impact on financial statements and ratios of changes in accounting standards
e. Effects of
CF-statement-related modifications
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TABLE1:
BSbeforeacquisitionasat1/1/2009 Parent Cash A/R+Inventory InvestmentinS Fixedassets Totalassets Totalliabilities Commonstock Retainedearnings Minority yinterest TotalEquity Totalliab.&equity 20 28 Subsidiary 10 6 Equity Explanation method 17 28 3 32 80 40 28 12 40 80
PaycashtobuyS unchanged PartofS'sequity
BSofParentafteracquisitionasat1/1/2009
Acquisitionmethod (purchasemethod/ consolidationmethod)
Explanation
addupsub&paycash addupsub
Explanation
addupPARTOFsub&pay$ addupPARTOFsub
27 34
20 29.8
32 80 40 28 12 40 80
8 24 14 6 4 10 24
unchanged
40 101 54 28 12 7 47 101
addupsub unchanged unchanged Others'share
addupPARTOFsub
TABLE2:
ISfortheyearending31/12/2009 Parent Revenues Expenses EquityinincomeofS Minorityinterest Netincome Dividend Retainedearnings 60 40 Subsidiary 20 16 Equity Explanation method 60 40 1.2 21.2
unchanged unchanged P'sshare
ISofParentfortheyearending31/12/2009
Acquisitionmethod (purchasemethod/ consolidationmethod)
Explanation
addupsub addupsub
Explanation
addupPARTOFsub addupPARTOFsub
80 56 2.8 21.2
66 44.8
Deductothers'share
20 0 20
4 1 3
21.2
Page 43
FRAlevel2examples
TABLE3:
"Ifnotacquisition"BSasat31/12/2009
Assumption:allyearendBS itemsofP&Sarethesameas 1/1/09,exceptforcashwhich increasesby(NIDiv)
ConsolidatedBSofParentasat31/12/2009
Equity Explanation method 37.3 28 3.9
+REofP +PartofDivfromS Acquisitionmethod (purchasemethod/ consolidationmethod)
Parent
Subsidiary
Explanation
+REofP+PartofDiv fromS+allREofS
Explanation
+REofP+PartofDiv fromS+partofREofS
Cash A/R+Inventory InvestmentinS Fixedassets Totalassets Totalliabilities Commonstock Retainedearnings Mi it interest Minority i t t TotalEquity Totalliab.&equity
40 28
13 6
50.3 34
41.2 29.8
+PartofNIofS PartofDivfromS
32 100 40 28 32 60 100
8 27 14 6 7 13 27
Page 44
7.33 2.20
FairvalueofS:
23.33
TABLE4:
BSbeforeacquisitionasat1/1/2009 Parent Cash A/R+Inventory InvestmentinS Goodwill Fixedassets Totalassets Totalliabilities Commonstock Retainedearnings Minorityinterest TotalEquity Totalliab.&equity 20 28 Subsidiary 10 6 FairValue ofSubsi. 10 6 Equity method 13 28 4.8 2.2 32 80 40 28 12 40 80
BSofParentafteracquisitionasat1/1/2009
Explanation
PaycashtobuyS Acquisitionmethod PartialGW(IFRS) Acquisitionmethod FullGW(USGAAP& IFRS)
Poolingof interest
Explanation
23 34 2.20
23 34 7.33
30 34
addupBV
PartofS'sfairequity =PPPartofFairV
32 80 40 28 12 40 80
8 24 14 6 4 10 24
14 30 14
40 104 54 34 16 50 104
addupBV
addupBV addupBV
16
TABLE5:
ISfortheyearending31/12/2009 Parent Revenues Expenses
ShareinS'sincome Additionaldepr.
ISofParentfortheyearending31/12/2009
Equity method 60 40
1.2 0.6 SLD3years
Subsidiary 60 40 20 16
Explanation
Acquisitionmethod PartialGW(IFRS)
0.6 20 0 20 4 1 3 20.6
Page 45
FRAlevel2examples
TABLE6:
"Ifnotacquisition"BSasat31/12/2009
Assumption:allyearendBS itemsofP&Sarethesameas 1/1/09,exceptforcashwhich increasesby(NIDiv)
ConsolidatedBSofParentasat31/12/2009
Equity method 33.3 28 5.1 2.2
+PartofNIofS AddDepr. PartofDivfromS
Parent
Subsidiary
Explanation
Acquisitionmethod PartialGW(IFRS)
Cash A/R+Inventory InvestmentinS Goodwill Fixedassets Totalassets Totalliabilities Commonstock Retainedearnings Minorityinterest TotalEquity Totalliab.&equity
40 28
13 6
32 100 40 28 32 60 100
8 27 14 6 7 13 27
Page 46
Pensionexercise1:
Page 47
Pensionexercise2:
CalculatePensionexpenseandmakeadjustmentsforanalyticalpurposes.
Page 48
FRA2MultinationaloperationsEg.2
U$/LC Currentex/rate Averageex/rate Historicalex/rate ForCOGS ForDepr.Exp. ForFixedassets Foraccum.Depr. Forend.inventory Forequity 31/12/2008 0.5000 31/12/2009 0.4545 0.4762 0.0000 0.4834 0.4878 0.4881 0.4896 0.4762 0.5000 INCOMESTATEMENT2009 Revenues COGS Grossmargin Otherexpenses Depr.Expenses LC 5,000 3,300 1,700 400 600 Allcurrent method $ 2,381.00 1,571.46 809.54 (190.48) (285.72)
Temporal method $ Explanation 2,381.00 Average 1,595.22 Historical 785.78 (190.48) Average (292.68) Historical
302.62 IncbfremeasureG/L
48.01 RemeasurementG/L
NetIncome
700
333.34
350.63
31/12/2008
BALANCESHEET Cash A/R Inventory CurrentAssets FixedAssets Accum.Depr. Netfixedassets LC 100 500 1,000 1,600 800 100 700 Allcurrent method $ 50.00 250.00 500.00 800.00 400.00 (50.00) 350.00 BALANCESHEET Cash A/R Inventory CurrentAssets FixedAssets Accum.Depr. Netfixedassets LC 100 650 1,200 1,950 1,600 700 900 Allcurrent method
31/12/2009
$ 45.45 295.43 545.40 886.28 727.20 (318.15) 409.05 Temporal method $ Explanation 45.45 Current 295.43 Current 571.44 Historical 912.32 780.96 (342.72) 438.24 Historical Historical
Totalassets
Accountspayable Currentdebt Longtermdebt Totalliabilities Commonstock Retainedearnings Totalequity
2,300
400 100 1,300 1,800 400 100 500
1,150.00
200.00 50.00 650.00 900.00 200.00 50.00 250.00
Totalassets
Accountspayable Currentdebt Longtermdebt Totalliabilities Commonstock Retainedearnings Totalequity
2,850
500 200 950 1,650 400 800 1,200
1,295.33
227.25 90.90 431.78 749.93 181.80 363.60 545.40
1,350.56
227.25 90.90 431.78 749.93 200.00 400.63 600.63 Current Current Current
Historical Plugnumber
Totalliab.&equity
2,300
1,150.00
Totalliab.&equity
2,850
1,295.33
1,350.56
Page 49
FRA2MultinationaloperationsEg.2
U$/LC Currentex/rate Averageex/rate Historicalex/rate ForCOGS ForDepr.Exp. ForFixedassets Foraccum.Depr. Forend.inventory Forequity 31/12/2008 0.5000 31/12/2009 0.4545 0.4762 0.0000 0.4834 0.4878 0.4881 0.4896 0.4762 0.5000 INCOMESTATEMENT2009 Revenues COGS Grossmargin Otherexpenses Depr.Expenses LC 5,000 3,300 1,700 400 600 Allcurrent method $ 2,381.00 1,571.46 809.54 (190.48) (285.72)
Temporal method $ Explanation 2,381.00 Average 1,595.22 Historical 785.78 (190.48) Average (292.68) Historical
302.62 IncbfremeasureG/L
48.01 RemeasurementG/L
NetIncome
700
333.34
350.63
31/12/2008
BALANCESHEET Cash A/R Inventory CurrentAssets FixedAssets Accum.Depr. Netfixedassets LC 100 500 1 000 1,000 1,600 800 100 700 Allcurrent method $ 50.00 250.00 500 00 500.00 800.00 400.00 (50.00) 350.00 BALANCESHEET Cash A/R Inventory CurrentAssets FixedAssets Accum.Depr. Netfixedassets LC 100 650 1 200 1,200 1,950 1,600 700 900 Allcurrent method
31/12/2009
$ 45.45 295.43 545.40 545 40 886.28 727.20 (318.15) 409.05 Temporal method $ Explanation 45.45 Current 295.43 Current 571.44 571 44 Historical 912.32 780.96 (342.72) 438.24 Historical Historical
Totalassets
Accountspayable Currentdebt Longtermdebt Totalliabilities Commonstock Retainedearnings Totalequity
2,300
400 100 1,300 1,800 400 100 500
1,150.00
200.00 50.00 650.00 900.00 200.00 50.00 250.00
Totalassets
Accountspayable Currentdebt Longtermdebt Totalliabilities Commonstock Retainedearnings Totalequity
2,850
500 200 950 1,650 400 800 1,200
1,295.33
227.25 90.90 431.78 749.93 181.80 363.60 545.40
1,350.56
227.25 90.90 431.78 749.93 200.00 400.63 600.63 Current Current Current
Historical Plugnumber
Totalliab.&equity
2,300
1,150.00
Totalliab.&equity
2,850
1,295.33
1,350.56
Page 50
FRA2MultinationaloperationsEg.3
A 1 2 3 Priceindices 4 Dec.31.2009 5 Dec.31.2008 6 Averagefor2009 7 8 9 10 11 B C D E
AdjustmentsforinflationunderIFRS
100 150 125 Adjustment factor 1.20 1.20 Inflation adjusted 18,000 14,400 6,900
12 NetIncome 13 BALANCESHEET 14 15 Cash 16 Supplies 17 Totalassets 18 19 Accountspayable 20 Commonstock 21 Retainedearnings 22 Totalliab.&equity 2008 5,000 25,000
3,000
Adjustment factor 1.50
10,500
Inflation adjusted 8,000 37,500
30,000
20,000 10,000 0 30,000
33,000
20,000 10,000 3,000 33,000
45,500
20,000 15,000 10,500 45,500
1.50
Page 51
CFALEVEL2
CORPORATE FINANCE
Page 52
Replacement to maintain biz --> no detailed analysis Project categories Replacement for cost reduction --> fairly detailed analysis Expansion --> very detailed New product/ market --> detailed Mandatory (required by Govt. or insurance such as safety or environmental projects) Other (pet projects or high risk like R&D) Incremental CF, not accounting income Timing of CF --> TVM After tax Principles Exclude Notes Include Externalities Opportunity costs Sunk cost Financing costs
Warm-up: Basics
After-tax O.CF=
T.NO.CF=
After-tax O.CF=
T.NO.CF=
Principle
Nominal CF --> use nominal discount rate Real CF --> use real discount rate
__________ project profitability __________ tax savings from depreciation __________ value of payments to bondholders Affects Revenues and Costs differently --> CF may be worse or better
Scenario analysis: Base case, then change MANY variables --> Worst case, Best case --> Risk analysis Simulation analysis (Monte Carlo): Probability distribution of NPV
Page 53
a
Timing options: option to delay investment Types of real options Abandonment options: abandon if NPVexit > NPVcontinue (=put option) Expansion options: option to have additional investment (=call option) Flexibility options (operational) Price-setting: demand increase --> increase price (oil) Production-flexibility: e.g..: pay overtime, use # inputs, # products...
Fundamental options: project itself = option (e.g.: copper mine) If NPV without option >0 --> Project will be more valuable with option NPV = NPV without option + option value - option cost Decision tree Option pricing models
Failing to incorporate economic responses: e.g..: profitable but low entry barriers --> competitors Misusing standardized templates, which are not an exact match Pet projects of senior management: less analysis Basing investment decisions on EPS or ROE --> avoid projects with high NPV but low EPS or ROE in the short run (especially when management compensation is tied to EPS or ROE) Using IRR for project decision: for mutually exclusive projects, should use NPV instead
Poor CF estimation: double count or omit a CF. E.g..: inflation Mis-estimation of overhead costs (e.g..: management time, IT support): difficult to quantify Using the incorrect discount rate: WACC or should adjust?
Politics involved with spending the entire capital budget: e.g.. :management tries to spend all budget to ask for more next year Failure to generate alternative investment ideas: most important step ("good" is the enemy of "better") Improper handling of sunk and opportunity costs
ECONOMIC INCOME
ACCOUNTING INCOME
From Income statement # economic income Depreciation based on original cost, not market value Deduct interest expense
RESIDUAL INCOME
Claims valuation
Free cash flows to company (debt and equity holders) --> discount at WACC Free cash flows to equity (shareholders) --> discount at cost of equity
Page 54
MM Proposition I MM Proposition II
MM Proposition I
No taxes
MM Proposition II MM Proposition I
With taxes
MM Proposition II
Costs of financial distress --> lower Debt Agency costs of equity --> higher Debt
Costs Probability Monitoring costs: supervising, reporting (corporate governance) Bonding costs: insurance premiums, non-compete agreements Residual losses: other costs
MM's propositions with no taxes: Capital structure is irrelevant MM's proposition with taxes: optimal capital structure is 100% debt (highest tax shield, max value, min WACC)
Pecking order theory: order of raising funds: Internally generated equity --> Debt --> External Equity Firm value: Static trade-off theory Optimal capital structure achieved when: Marginal Tax Benefit = Marginal Cost of Financial Distress
2 reasons for actual capital structure to fluctuate around target capital structure
Moody's; S&P's
Factors to consider
Total debt: Japan, France: more debt than UK, US International differences Debt maturity: US longer than JP Emerging market differences: emerging market less and shorter debt
Strength of legal system: strong --> reduce agency cost--> less and longer debt
Information asymmetry: increase debt (auditors, analysts help reduce info asymmetry --> decrease debt) Taxes: high --> increase debt. Tax on dividend: high --> decrease debt
Liquidity of capital markets (debt market): high --> longer debt Reliance on banking system --> increase debt Institutional investor (shareholders) presence --> decrease information asymmetry --> decrease debt Inflation --> less, shorter debt GDP growth --> longer debt
Page 55
Dividend irrelevance: MM (homemade dividend) Bird in the hand theory (Myron Gordon & John Lintner) Dividend preference
Higher dividend --> _____ Risk --> _____ Cost of Equity --> _____ P/E Higher dividend --> _____ stock value
Dividend initiations Information conveyed by Dividend increases Unexpected Dividend decreases / omissions
ambiguous: sharing wealth or lack of profitable reinvestment opportunities Strong future Business in trouble or more investment opportunities
b. Signaling effect
e. Taxation of dividends
Tax considerations
"Impairment of capital" rule Debt covenants Cash flow Industry life cycle
Flotation costs on new issues vs. cost of retained earnings Shareholder preference for current income vs. capital gains
Residual dividend model forecast capital budget for 5 years, Longer-term residual dividend e.g.: Leftover = total net income 5 years minus capital budget for 5 years. Dividend each year = Leftover/5
Dividend stability:
steady dividend payout (taking into account inflation) --> dividend growth rate g = company's long term growth rate
Compare with cash dividend EPS effect Book value effect If Cost of Debt < Earning yield --> EPS_____ If Cost of Debt > Earning yield --> EPS_____ If Price > BVPS --> BVPSnew ______ If Price < BVPS --> BVPSnew ______ Buy in the open market Methods Buy a fixed number of shares at a fixed price: tender offer: P > Pmarket Repurchase by direct negotiation: to avoid price decrease (e.g.: greenmail premium) Capital structure Prevent EPS dilution from employee stock options Rationales Supplement to cash dividend --> residual dividend policy Management is viewing stocks as strong Good future outlook signal
g. Share repurchase
h. Global trends
Net income FCF
Page 56
a
Multiple owners vs managers
Definition: system of
Objectives
Eliminate or reduce CONFLICTS of interest (esp. mgmt vs. shareholders) Use ASSETS in best interests of investors and other stakeholders RIGHTS of shareholders & stakeholders Oversight RESPONSIBILITIES of managers and directors Fair and equitable TREATMENT Transparent & accurate DISCLOSURES about operations, performance, risk and financial position
Attributes of effective CG
no owner vs. manager conflict. Just creditors, suppliers, customers... (US: 20% in number but account for 90% revenue)
b. Business forms
Corporations
Excessive compensation and perquisites (e.g.. lavish jet) Invest in risky ventures (succeed --> benefit from stock options, fail --> not share the loss) Not taking enough risk
Lack of independence Personal relationship btw board - management Board: consulting/ other biz with firm 2 companies Interlinked boards Directors are overcompensated
Institute corporate values & CG --> proficient, ethical, fair biz conduction Ensure compliance: with all legal & regulatory requirements Create long-term strategic objectives Determine management's responsibilities (need to be able to measure performance) Hire, compensate, evaluate CEO Require complete and accurate information from management Meet regularly Ensure board members are adequately trained recommend at least 3/4 should be CEO or not
Composition and independence Chairman independent or not Directors qualifications Board election method
skills, experience, strategic planning, risk management, commitment, attitudes, ethics all or staggered? Staggered: keep board continuity but limit shareholders' power & slow down changes annually annually, quarterly
Frequency of separate sessions for independent directors Audit committee and audit oversight Nominating committee Compensation committee Use of independent or expert legal counsel
all independent
internal counsel --> weak CG Codes of ethics Directors' oversight, monitoring and review responsibilities
f. Statement of CG policies
Management's responsibilities to the board Reports of directors' oversight and review of management Board self assessments Management performance assessments Director training
Disclosure and transparency Insider or related-party transactions Responsiveness to shareholder proxy votes
Strong/effective CG system
--> higher measures of profitability & returns for shareholders incomplete, misleading, materially misstated disclosure
Page 57
Bidder/ Acquirer vs. Target company Mergers entire target --> 1 company ceases
Background
Acquisitions part of target e.g..: assets, biz segment
acquire all A&L --> target not exist e.g.: P&G bought Gillette (good brand) both cease to exist --> new company
a. Categorize M&A
horizontal vertical
same industry in the supply chain Forward vs. Backward integration no relation
conglomerate
Synergies More rapid growth More market power Access to unique capabilities Diversification Bootstrapping EPS
c. Bootstrapping
b. Merger motivations
Unlocking hidden value Achieving international business goals, by Taking advantage of market inefficiencies (e.g..: cheap labor force) Working around disadvantageous government policies Use technology in new markets Product differentiation Provide support to existing multinational clients
Need capital, management --> H or C Need operational efficiency (from economies of scale) --> H or V Need to cut costs (from economies of scale) --> H
H or V or C
Form of acquisition
Securities offering Methods Method of payment Factors to consider Cash offering Mixed offering Risk & reward for acquirer vs. target
Mgmt happy --> Friendly merger offers Attitude of target management Tender offer Proxy battle Buy shares from target shareholders Replace BoD
Page 58
a
Rights for current SHDs to purchase shares at big discount, triggered with 1 SHD holds > threshold (10%)
Poison pill
Forms
Dead-hand provision: BoD's right to redeem the pill, in a friendly merger offer
Bondholders' right to demand immediate repayment if there is a hostile takeover Ohio & Pennsylvania: most protection
e.g.: 3 groups of BoD, each is elected for 3 year-term --> need at least 2 years to gain majority control of the board Ownership > threshold (20%) --> loss of voting rights --> prevent tender offer --> bidder must negotiate with BoD directly e.g..: at least 2/3 or 80%, not 51% as usual
Supermajority voting provision for mergers Fair price amendment Golden parachutes
determined by some formula or independent appraisal lucrative cash payouts to managers if they leave after a merger
"Just say no" defense lawsuit (anti-trust or violation of securities law) Litigation Greenmail Post-offer defense mechanisms agreement that allows target to repurchase its shares from acquirer at premium price (rare after 1986: 50% tax)
Share repurchase (target's tender --> acquirer increases bid & leverage --> less attractive offer for its own shares) borrow to buy shares Leveraged recapitalization Crown jewel defense Pac-man defense White knight defense White squire defense (squire = junior knight) sell a major asset/ subsidiary counter offer --> bidding war --> good price --> winner's curse sell a minority stake but big enough to block acquirer
Herfindahl-Hirschman Index
Formula:
g. HHI
If post-merger HHI
If increase in HHI >=100: merger NOT ok If increase in HHI <50: merger ok If increase in HHI >=50: merger NOT ok
Gains accrued to the Target Gains accrued to the Acquirer Cash payment versus Stock payment
Price
l. Effects of
Payment method
Acquirer lose stock value 1-3% (winner's curse, mgmt hubris) 3 years after merger acquirer return = -4% 60% acquirers lag peer group (fail to capture synergy)
Lack of profitability Individual parts are worth more than the whole Infusion of cash
create new, independent company --> issue shares to OUTSIDE SHDs (public)
create new, independent company --> issue shares to EXISTING SHDs exchange shares of parent for shares of division
Page 59
CFALEVEL2
EQUITY
Page 60
a.
b. Contrast
Liquidation value
Stock selection Reading the market Projecting the value of corporate actions Fairness opinions
Planning & consulting Communication with analysts and investors Valuation of private business Portfolio management Planning Executing the investment plan
Threat of new entrants 5 elements of industry structure Threat of substitutes Bargaining power of buyers Bargaining power of suppliers Rivalry among existing competitors
d.
3 generic strategies
e. Contrast
HPR Realized and Expected return Required return (RR) Return from convergence of price to intrinsic value Discount rate IRR
a. Concepts
CAPM Multifactor model Farma-French model Pastor-Stambaugh model Macroeconomic multifactor model
Public co.
g. WACC
Warm-up
Threat of substitutes
Govt policies
Complementary products
d. Changes in industry structure and their effects on the industry's profit potential
Altering the firm's existing position Capitalizing on changes in the industries Creating changes in the industry structure
e. Strategic alternatives
Example: Wal-Mart
Page 63
Demand analysis Supply analysis Profitability analysis International competition & markets review
Industry classification
f. Profitability analysis
a. Effects of inflation
CF estimation
2. Operating results- nominal 5-step approach 3. NOPLAT- real 4. Free CF- real & nominal 5. Firm value- real & nominal
Country risks are diversifiable Companies respon differently to country risk Country risk is one-sided risk Identifying CF effects aids in risk management Rather than adjusting r
Kd (1-t)
Kd t
Page 65
Dividends
a. Measures of CF
Appropriateness One-period b. Two-period Multi-period Warm-up: General DDM Assumptions Two-stage DDM i,l. Multistage growth models
DDM
Selection of
Spreadsheet modeling
j. Business phases
k. Terminal value
c. Assumptions d. Implied growth rate f. Justified P/E Justified leading P/E Justified trailing P/E
GGM
Strengths Limitations
h.
e. PVGO
p. Over/Fairly/Undervalued
Page 66
FCFF
FCFE
FCFE, FCFF
DDM
c,d. Calculate
FCFE
Dividends
i. Models
k. Sensitivity analysis
l. Terminal value
Price multiples
Method of comparables
a. Two methods
P/E
Trailing D/P
Leading D/P
h. Calculate
Justified P/CF Justified EV/EBITDA Justified D/P
Page 68
- EPS might be <0 --> P/E is meaningless * Trailing P/E: not useful for - Earnings have 1 portion that is volatile & transitory - forecastin & valuation * Leading P/E: not relevant if > difficult to interpret earnings are too volatile - Earnings can be distorted by mgmt --> lower comparability - Not reflect intangible assets (human capital) - Misleading due to differences in asset size (eg.: outsource vs. not outsource) - Different accounting standards --> affect comparability (eg.: R&D is expensed in US) - BV # MV b/c of inflation or technological change - High sales growth --> not mean high operating profit --> not as meaningful as P/E & P/CF - Not capture cost differences - Can still be distorted (eg.: bill-and-hold) Adjustments to BV: . Exclude intangible assets (GW, patent) . Adjust for OBS . Adjust to reflect fair value . Adjust for # accounting policies (eg.: LIFO vs. FIFO)
P/B
P/S
+ S is always >0, even when E,B<0 --> P/S meaningful for distressed firms + Not as easy to manipulate/ distort + Not as volatile --> estimate is more reliable + Appropriate for start-up companies, mature&cyclical industries, investment mgmt companies + Proved by empirical evidence + CF is harder to manipulate + P/CF is more stable than P/E + Avoid "quality of earning" problem of P/E + Proved by empirical evidence + D/P (with capital gain) contributes to R investment + Div less risky than capital gain
P/CF
- If CF=NI+NCC --> ignore NCRev. & WC - FCFE is preferred to CFO but more volatile
D/P
- Ignores capital appreciation --> incomplete focus - "Div displacement of earnings" concept: trade-off btw div & future earnings (current & future CF)
EV/EBITDA + Useful when comparing firms with different (LOS n) leverage and capital intensive (high DA) + EBITDA usually > 0
- When WC increases, EBITDA overstates CFO - Ignore how revenue recognition affects CFO - CAPEX # Depr -> EBITDA not capture CAPEX --> # FCFF --> not linked with valuation theory
Page 69
k. PEG ratio
n. EV/EBITDA
p. Momentum indicators
q. Over/Fairly/Undervalued
Arithmetic mean
Page 70
RI =
a. Calculate
EVA = MVA =
e. Relation between
h. Continuing RI
Assumptions
i. Compare
j. RI models
Weaknesses
l. Accounting issues
Intangible assets effects on BV Nonrecurring items and other aggressive accounting practices International accounting differences
m. Over/Fairly/Undervalued
CFA MINDMAPS 2012- LEVEL 2- AFTC copyright Page 71
Stage of lifecycle Size Quality & depth of mgmt Company-specific factors Mgmt/SHD overlap ST investors Quality of financial & other info. Taxes
Venture capital financing Transaction- related valuations IPO Sale in an acquisition Bankruptcy proceedings Performance-based managerial compensations
Fair market value Fair value for financial reporting Fair value for litigation
c. Definitions of value
f. Income approach
d. Valuation approaches
Normalized earnings
e. Estimate
CF
h. Estimate ke
Page 73
CFALEVEL2
ALTERNATIVE INVESTMENTS
Page 74
a. RE Investment characteristics
CFAT
c. Calculate
EART = selling price - selling costs - mortgage balance - taxes on sale
b. Evaluate a real estate investment using NPV, IRR d. Potential problems with IRR
Multiple IRRs Ranking conflicts
Page 75
Market-extraction method
built-up method
c.
Discontinuous pricing
d. Contrast
Lack of information Gross rent vs. NOI Distorted selling prices Unique or non-income producing properties
Page 76
Incentives
Venture Capital
c. Characteristics of
Buyout Investments
d. Valuation issues
e. Exit routes in PE
MBO Liquidation
Risks
g. Investing in PE firms
Costs
Page 77
Company limited by shares Limited partnership (Most) Structures Most are closed-end 2 businesses raising fund managing PE investments Management fees Transaction fees Carried interest Economic terms Ratchet Hurdle rate Target fund size Vintage Should focus on aligning the interests of GP & LPs Terms of the fund Key man clause Performance disclosure & confidentiality Clawback Corporate governance terms Distribution waterfall Tag-along, drag-along clauses Removal for cause No-fault divorce Investment restrictions LPs GP
Terms
f. PE Fund
Co-investment Only vailable for "qualified" investors Fund prospectus 1. At cost, adjusting for subsequent financing and devaluation 2. The minimum of cost or market value Ways to determine NAV 3. By revaluing a portfolio company anytime there is new financing 4. At cost with no adjustment until exit 5. By discounting for restricted securities 6. Less frequently, marked to market by reference to a peer group of public companies, applying illiquidity discounts to public comparables Stale NAV No definitive method Issues in calculating NAV Undrawn LP capital Comparison between PE funds GP usually values -->Now, more and more independent parties value
Valuation
NAV
PE funds tend to exbihit a strong persistence of returns over time The performance range between funds is extremely large Liquidity in PE is typically very limited and thus LPs are locked for the long term
Page 78
a
DPI Multiples RVPI Quantitative measures TVPI management fees carried interest NAV PIC
Earning growths
Increase in price multiples Debt reduction Exit value = investment cost + earnings growth + increase in price multiple + reduction in debt
j. VC method
2. IRR methodology
Adjusting the discount rate (r*) Adjusting the Terminal Value using scenario analysis
= (1 + r)/(1 - q) - 1
Page 79
Arbitrage-based Convertible bond arbitrage Equity market neutral Event driven Risk arbitrage, merger arbitrage Fixed-income arbitrage
Medium volatility Global macro Long-short equity Managed futures (Commodity trading advisers - CTAs) Multi-strategy Directional hedge Dedicated short bias Emerging market
Variety of databases exist Hedge fund database No database is complete Own methodology
Performance biases
Page 80
Sources
e. Non-normality of HF returns
Developing exp. return assumption: survivor, selection, stale pricing, backfill biases inherent in HF databases. Correlation, volatility and beta exposures can change significantly over time Warning about the use of mean-variance optimization and Share ratios: Because standard deviation is not a complete measure of risk for HF Individual HF typically have a higher standard deviation than their style index
Reduce the standard deviation of a HF portfolio (diversify) High quality managers: significant investment skill, manager relationship, and research cost
Average performance Take less factor risk than a broad HF index Longer lives and larger asset inflows
CFA MINDMAPS 2012- LEVEL 2- AFTC copyright Page 81
CFALEVEL2
FIXED INCOME
Page 82
=Borrower not pay Default risk Credit rating Sources of info from rating agencies Rating watch Rating outlook Credit spread risk Downgrade risk
Character b. Components- 4 Cs Covenants Collateral Capacity to pay c,d. Key financial ratios Profitability: ROE --> DuPont Short-term solvency Capitalization (financial leverage) Coverage ratios # CF, # FCFF, #FCFE
S&P uses: e. Cash Flow analysis CF ratios Funds from operations / Total debt 4 traditional coverage ratios Funds from operations / capital spending requirements (Free operating CF + Interest) / Interest Debt service coverage = (Free OCF + interest) / (Interest + annual principal repayment) Leverage ratio = Debt payback period = Total debt / Discretionary CF f. Analysis of High-Yield Issuers Debt structure Analysis Corporate structure Analysis Covenants Analysis Equity Analysis approach
Seller/Servicer quality Cash Flow stress and Payment Structure Legal structure
Issuer's debt structure Tax-backed debt Budgetary policy Local tax & Intergovernmental revenue availability Issuer's socioeconomic environment
Limits of the Basic Security Flow of funds structure Rate, or User-Charge, Covenants Priority-of-Revenue Claims Additional-Bonds test
Economic and Income structure Prospects for economic growth Degree of fiscal flexibility Key considerations Economic risk (ability) Public debt burden Monetary policy and Price stability BOP flexibility External debt and liquidity Political risk (willingness) 2 ratings Local currency debt rating Foreign currency debt rating
Corporate bonds vs. Municipal securities Corporate bonds vs. Sovereign debt
Page 83
Nonparallel shift
Binomial interest rate trees Constructing an arbitrage-free tree Valuing an option-free bond with the binomial model Spread measures The nominal spread The Z-spread OAS Treasury securities
e. Relations
Vput=
j. Convertible bonds
Page 86
Beginning Scheduled Interest Period Principal total pmt pmt 1 2 3 4 5 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 140 141 142 143 144 145 146 500,000 499,774 499,461 499,063 498,576 291,518 287,802 284,069 280,317 276,548 272,760 268,954 265,130 261,288 257,427 253,547 249,649 245,732 241,796 237,842 233,868 229,875 225,863 221,832 217,782 33,822 28,868 23,890 18,888 13,862 8,812 3,738 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 3,775 5,000 4,998 4,995 4,991 4,986 2,915 2,878 2,841 2,803 2,765 2,728 2,690 2,651 2,613 2,574 2,535 2,496 2,457 2,418 2,378 2,339 2,299 2,259 2,218 2,178 338 289 239 189 139 88 37
Weights Scheduled Beg. Pr less Ending for principal scheduled CPR SMM Prepmt principal Macaulay pmt pr. Pmt Duration 143 499,857 0.20% 0.0167% 83 499,774 0.0005 145 499,628 0.40% 0.0334% 167 499,461 0.0006 148 499,313 0.60% 0.0501% 250 499,063 0.0008 152 498,910 0.80% 0.0669% 334 498,576 0.0010 157 498,419 1.00% 0.0837% 417 498,002 0.0011 2,228 289,290 6.00% 0.5143% 1,488 287,802 0.0074 2,265 285,537 6.00% 0.5143% 1,469 284,069 0.0075 2,302 281,766 6.00% 0.5143% 1,449 280,317 0.0075 2,340 277,977 6.00% 0.5143% 1,430 276,548 0.0075 2,378 274,170 6.00% 0.5143% 1,410 272,760 0.0076 2,415 270,345 6.00% 0.5143% 1,390 268,954 0.0076 2,454 266,501 6.00% 0.5143% 1,371 265,130 0.0076 2,492 262,638 6.00% 0.5143% 1,351 261,288 0.0077 2,530 258,757 6.00% 0.5143% 1,331 257,427 0.0077 2,569 254,858 6.00% 0.5143% 1,311 253,547 0.0078 2,608 250,940 6.00% 0.5143% 1,291 249,649 0.0078 2,647 247,002 6.00% 0.5143% 1,270 245,732 0.0078 2,686 243,046 6.00% 0.5143% 1,250 241,796 0.0079 2,725 239,071 6.00% 0.5143% 1,230 237,842 0.0079 2,765 235,077 6.00% 0.5143% 1,209 233,868 0.0079 2,804 231,064 6.00% 0.5143% 1,188 229,875 0.0080 2,844 227,031 6.00% 0.5143% 1,168 225,863 0.0080 2,884 222,979 6.00% 0.5143% 1,147 221,832 0.0081 2,925 218,907 6.00% 0.5143% 1,126 217,782 0.0081 2,965 214,816 6.00% 0.5143% 1,105 213,712 0.0081 29,017 6.00% 0.5143% 149 28,868 0.0099 4,805 4,854 24,013 6.00% 0.5143% 124 23,890 0.0100 4,904 18,986 6.00% 0.5143% 98 18,888 0.0100 4,954 13,934 6.00% 0.5143% 72 13,862 0.0101 5,004 8,858 6.00% 0.5143% 46 8,812 0.0101 5,055 3,757 6.00% 0.5143% 19 3,738 0.0101 3,738 0.00% 0.0000% 0.0075
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300 0.2% 6%
Col 6
Col 7
Col 8
Col 9 Prepmt 251 502 754 1,007 1,259 1,511 1,762 2,011 2,258 2,503 2,833 2,730 2,627 2,526 2,425 2,325 2,225 2,126 2,028 1,930 1,833 1,737 1,641 1,546 1,451 1,357 1,264 1,172 1,079 988 192 106 21 -
Col 10 Ending principal 499,606 498,957 498,049 496,880 495,446 493,747 491,780 489,543 487,038 484,261 169,878 163,704 157,570 151,477 145,424 139,410 133,436 127,502 121,606 115,749 109,930 104,149 98,407 92,702 87,035 81,405 75,811 70,255 64,735 59,251 11,490 6,356 1,255 90-300 PSA90 PAC tranche 75 150 225 300 375 450 525 600 674 749 1719 1704 1689 1675 1660 1645 1630 1615 1600 1585 1569 1554 1539 1523 1507 1492 1476 1460 1444 1428 1280 1263 1246 1229 75 150 225 300 375 450 525 600 674 749 1,719 1,704 1,689 1,675 1,660 1,645 1,630 1,615 1,600 1,585 1,569 1,554 1,539 1,523 1,451 1,357 1,264 1,172 1,079 988 192 106 21 -
Beginning Scheduled Interest Principal total pmt pmt 500,000 499,606 498,957 498,049 496,880 495,446 493,747 491,780 489,543 487,038 176,093 169,878 163,704 157,570 151,477 145,424 139,410 133,436 127,502 121,606 115,749 109,930 104,149 98,407 92,702 87,035 81,405 75,811 70,255 64,735 16,658 11,490 6,356 1,255 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 5,143 1,268 5,000 4,996 4,990 4,980 4,969 4,954 4,937 4,918 4,895 4,870 1,761 1,699 1,637 1,576 1,515 1,454 1,394 1,334 1,275 1,216 1,157 1,099 1,041 984 927 870 814 758 703 647 167 115 64 13
Beg. Pr less scheduled CPR pr. Pmt 499,857 499,459 498,804 497,887 496,705 495,258 493,541 491,554 489,296 486,765 172,711 166,434 160,198 154,003 147,849 141,735 135,661 129,628 123,633 117,679 111,763 105,886 100,048 94,248 88,486 82,762 77,076 71,426 65,814 60,239 11,681 6,462 1,276 0.60% 1.20% 1.80% 2.40% 3.00% 3.60% 4.20% 4.80% 5.40% 6.00% 18.00% 18.00% 18.00% 18.00% 18.00% 18.00% 18.00% 18.00% 18.00% 18.00% 18.00% 18.00% 18.00% 18.00% 18.00% 18.00% 18.00% 18.00% 18.00% 18.00% 18.00% 18.00% 18.00% 0.00%
SMM
0.0501% 0.1006% 0.1513% 0.2022% 0.2535% 0.3051% 0.3569% 0.4091% 0.4615% 0.5143% 1.6402% 1.6402% 1.6402% 1.6402% 1.6402% 1.6402% 1.6402% 1.6402% 1.6402% 1.6402% 1.6402% 1.6402% 1.6402% 1.6402% 1.6402% 1.6402% 1.6402% 1.6402% 1.6402% 1.6402% 1.6402% 1.6402% 1.6402% 0.0000%
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f.
h. Tranches
k. MBS
Nonagency
Warm-up: Commercial MBS l. CMBS vs Residential MBS m. CMBS: Structure and Call protection
CFA MINDMAPS 2012- LEVEL 2- AFTC copyright Page 90
Structural features
a. Securitization transaction
b. Tranching
c. Securitization backed by
Credit card receivable-backed securities What is it? Ramp up phase Cash flow CDO Types Market value CDO Reinvestment phase Pay down phase
f. CDO
Synthetic CDO
Step 1: Step 2:
c. Path dependency
e. OAS analysis
Nominal spread
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CFALEVEL2
DERIVATIVES
Page 93
A simple version of the Cost-of-Carry model Cash and Carry arbitrage when the forward contract is overpriced Reverse cash and carry arbitrage when the forward contract is underpriced
At initiation
d. Credit risk
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Warm-up: Futures contracts a. Futures/Spot convergence Warm-up: Futures margins and marking to market b. Futures contract value c. Futures vs Forward prices
Monetary costs Non-monetary costs
Costs
Warm-up:
Warm-up: T-Bill futures pricing g. Difficulties in pricing Eurodollar futures & creating a pure arbitrage opportunity
Treasury bond futures Stock futures
h. Calculate price of
Fiduciary call
One-period Two-period
Options on Interest rates: Caps and Floors Assumptions: Lognormal, Rf & sigma: constant & known, Frictionless market, No CF, European options.
c. BSM model
Limitations Delta
e. Interpreting
DELTA
h. Estimate
Implied volatility RHO THETA
g. Effect of the underlying asset's cash flows on option price i. Put-call parity for options on forwards (or futures) j. American vs European options on forwards and futures
CFA MINDMAPS 2012- LEVEL 2- AFTC copyright Page 96
pricing
a. Swap
valuation
b. Swaps =
= 1 call + 1 put
Plain vanilla swaps as combinations of bonds Floating rate bond reprices to par at each settlement date
e. Equity swaps
Swaptions
j. Swap spread
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on i/r
on fixed-income instruments
b2. A collar
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Commercial banks
Investment banks Hedge funds Life Insurance, Property & casualty insurance, Reinsurers & monoline companies
Basis trade
Curve trade
Index trade
Options trade
Correlation trade
CFA MINDMAPS 2012- LEVEL 2- AFTC copyright Page 99
CFALEVEL2
PORTFOLIO MANAGEMENT
Page 100
Assumptions
Risk averse investors, parameters are known and used, no taxes or transaction costs
Portfolio expected return Standard deviation Minimum variance frontier Efficient frontier Effect of correlation on diversification Effect of number of assets on diversification Equally-weighted portfolio risk (variance)
CAL CML Inputs needed: E(R), s, cov. Homogeneous expectation Borrow and lend at risk free rate Unlimited short-selling No trx cost, no tax Perfect competitive market
4 assumptions
e. CAPM
Market risk premium Beta Financial market equilibrium Risk measure CML # SML Application Definition Slope 2 sources of risks E(error)=0 3 assumptions covar (Rm, error)=0 uncorrelated unsystematic risk across assets Expected returns Predict Variances Covariances
f. SML
h. Adjusted betas
Reliability Statistical inputs are forecast Forecast from historical sample--> change over time Small changes cause large change
Reasons
j. Multifactor models
APT equation APT # Multifactor Active return (tracking error) Active risk (tracking risk)
n. CAPM # APT
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CAPM assumptions
a. CAPM
Market portfolio on efficient frontier CAPM implications
61. A Note On Harry M. Markowitz's "Market Efficiency: A Theoretical Distinction And So What?"
short selling
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Integration vs. Segmentation Impediments to international flow of capital Psychological barriers Legal restrictions Transaction costs Discriminatory taxation Political risks Foreign currency risk Many private and institutional investors who are internationally active Essentially all major corporations have multinational operations Corporations and Governments borrow and lend on an international scale
2 basic results
Standard CAPM
Risk-averse investors Homogeneous expectations Investors concerned with nominal returns in home currency Risk free security available for lending and borrowing No taxes, no transaction costs
Elements
Risk-free rate = Investor's domestic risk free rate Market portfolio = All risky assets in the world
d. Extended CAPM
e. Real e/r and domestic currency returns Expected exchange rate Domestic-currency HPR on a foreign bond
f. Calculate
g. Calculate
h. Calculate foreign currency risk premium Investor's domestic risk free rate
ICAPM
i. ICAPM Formula
World market risk premium Sensitivity of asset to changes in all foreign currencies
j. Effect of market segmentation on ICAPM k. Currency exposure l. Exchange rate exposure J-curve effect: Trade balance - Currency Equity exposure
m,n
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a. Justify ACTIVE PM
Stock alphas
Weightings
Portfolio A
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Warm-up: elements of PM
Determining an asset allocation strategy Measuring and evaluating performance Monitoring dynamic investor objectives and capital market conditions
Liquidity
f. Time horizon c2. Constraints f. Legal and regulatory concerns f. Tax considerations f. Unique circumstances
Passive e. Strategic Asset allocation: 3 common approaches Active Semi-active, risk-controlled active or enhanced index strategies