2016年二級前導(dǎo)財報企業(yè)權(quán)益其他衍生

1、CFA培訓(xùn)項目前導(dǎo)課程韓霄金程教育資深培訓(xùn)師地點： 上海 北京 Topic Weightings in CFA Level II2-112Session NO.ContentWeightingsStudy Session 1-2Ethics & Professional Standards10-15Study Session 3Quantitative Methods5-10Study Session 4Economic Analysis5-10Study Session 5-7Financial Statement Analysis15-20Study Session 8-9Corp

2、orate Finance5-15Study Session 10-12Equity Analysis15-25Study Session 13Alternative Investments5-10Study Session 14-15Fixed Income Analysis10-20Study Session 16-17Derivative Investments5-15Study Session 18Portfolio Management and Wealth Planning5-10Total:100Framework of FSASS 5l Reading 15l Reading

3、16SS 6l Reading 17l Reading 18l Reading 19SS 7l Reading 20l Reading 21InventoriesLong-lived assetsIntercorporate InvestmentsEmployee Compensation: Postretirement and Share-based Multinational OperationsEvaluating Financial Reporting QualityIntegration of FSA Techniques3-112Inter-Co InvestmentØK

4、ey Points:l The financial reporting to each type of investments in accordance with degree of influence;n Passive investment:ü Held to maturity;ü Trading security;ü Available for sales;n Active investment:ü Significant influence: equity method;ü Control: consolidate the FS of

5、 subsidiaries.l Issues of equity methodn Share results; n How to treat the investment cost in excess of book value.4-112Inter-Co InvestmentØKey Points:l Issue of controlling investment:n Pooling of interests method vs. purchase method;n Consolidation of FS;n Goodwillü Impairment;ü Neg

6、ative goodwill;n Active investment:ü Significant influence: equity method;ü Control: consolidate the FS of subsidiaries;l Difference between IFRS and US GAAP for the above topics.5-112Pension and share-based comp.ØKey Points:l 2 types of pension planüüDC and;DB.l Financial r

7、eporting of DB (key area!)üüüüüPension obligation (B/S);Factors affects the obligation and relationship with I/S;DB assumptions;How to adjust the FS when conducting analysis. Difference between IFRS and US GAAP;l Share-based compensation (simplified this year);üAccounti

8、ng issues.6-112Multinational operationØKey Points:l 2 Methods and applications:n Re-measurement (all-current method) and;ü Functional currency ® representation currencyü How to determine the functional currencyn Translation (temporal method).ü Local currency ® Functiona

9、l currencyl Hyper-inflation7-112Integration of FSA techniquesØKey Points:ü How to do analysis?ü Evaluate the quality of a companys financial dataü How to improve quality and comparability?ü Analyze effects of balance sheet modifications, earningsnormalization and cash-flow-s

10、tatement-related modifications.8-112Business combination Acquisition methodLOS 19.cBalance sheet as at 1 Jan 2007Example 4HistoricalFVAPre-acqAPost-acqTTØA acquired 100% of interests in T on 1 Jan 2007 (acquisition, T becomes the subsidiary of A post the acquisition);The total consideration is

11、500; The B/S of A and T are:The consolidated B/S as at 1 Jan 2007 post acquisition?Cash Inventory AR600100303080150150150150505050ØØØ900400130160F/A I/A Invest.400400-250-300-100-500-4009002504001,3001,300380560APCapital R/E40055035040055035018015050180380 5601,3001,3003809-112Busines

12、s combination Acquisition methodLOS 19.cGW=500-(560-180)=120APi aR/EFV adj.10-112Business combination Acquisition methodLOS 19.cExample 4Ø Goodwill = consideration (acquisition cost) + fair value of minority interests fair valueof net asset of the Target;Ø Under the this example, the contr

13、olling interest results from the acquisition, T becomes the subsidiary of A.ü T prepares the FS of itself in a consistent way post acquisition as that prior to theacquisition.ü When prepares consolidated FS, the assets and liabilities of T are adjusted by fair value at the acquisition date

14、 (only for the assets and liabilities exist prior to the acquisition);ü During the period subsequent to the acquisition, adjustments are made both on B/Sand I/S to amortize the fair value appreciation/depreciation, except for goodwill;Ø If the target is merged to acquirer, no subsidiary an

15、d parent relationship, the assets and liabilities are combined to acquirers FS at fair value at the acquisition date.11-112Business combination Acquisition methodLOS 19.cExample 4Inventory increased fair value of 30.ØThe I/S in FY07 is as follows, assuming:All inventories of T at beginning FY07

16、 was sold in FY07;FA increased fair value of 50.üRemaining useful lives of FA of T are 10 years; Useful lives of IA are 10 years.No transaction incurred in FY07 between A and T.50/10=5üüIA increased fair value of 100. 100/10=10üIncome statementFY07FY06Acquisition method3,000Acqui

17、sition method2,000(1,000)(40)- (300)(200)ATFV adj.ATSales COGSDepre. of F/A Amort. of I/A S&G Exp.Taxation Net income2,000(1,000)(40)- (300)(200)1,000(600)(30)- (200)(50)- (30)(5)(10)-2,000(1,000)(40)- (300)(200)1,000(600)(30)- (200)(50)(500)(250)460120(45)53546012046012-112(1,630)(75)(10)Busine

18、ss combination Acquisition methodLOS 19.cExample 4ØKey points for I/S post acquisition:l I/S of the target is included in consolidated I/S from the date of acquisition;l Some items might be adjusted due to the fair value adjustment:ü COGS is adjusted to reflect the fair value of inventory

19、of the target prior to acquisition;ü Depreciation is adjusted to reflect the fair value of FA of the target prior to acquisition;ü Amortization of I/A is also adjusted as similar with that in FA.ü Please be noted, similar to B/S, under this example, T prepares its I/S in a way consist

20、ent with that prior to acquisition. Only when prepares the consolidated FS, the fair value adjustments are made.ü In case a merger, with the combining of assets and liabilities of target at fair value into acquirers FS, the impact on I/S post to the acquisition is also reflected.l Goodwill is n

21、ot amortized.13-112Business combination Acquisition methodLOS 19.cGoodwillØGoodwill is excess acquisition cost over fair value of identifiable assets and liabilities of the target.l Goodwill is not amortized;l Goodwill is subject to an impairment test at least annually;l Goodwill is impaired if

22、 the carrying value greater than the fair value;l An impairment provision is made to extent that carry value in excess of fair value;l Full goodwill under US GAAP; IFRS allows partial goodwill or Full goodwilll Negative Goodwill is,ü Recognized as a gain after the re-assessment under IFRS;ü

23、; Similar with IFRS from fiscal year after Dec 15, 2008.14-112Business combinationnoncontrolling interestsLOS 19.cØGoodwill & MI process are differentl Full goodwillü Allowed in both US GAAP and IFRSü= consideration / % of interests acquired fair value of net assets;ü MI is s

24、tated (% of MI shareholders own) * (consideration / % of interests acquired);l Partial goodwillü Only allowed under IFRS;ü= consideration fair value of net assets X % of interests acquired.ü MI is stated (% of MI shareholders own) * FV of net assets;15-112Examples: Full and Partial Go

25、odwillØAssume GF paid $450 million for 75% of the stock of company D. Calculate the amount of goodwill GF should report using the full goodwill method and the partial goodwill method.ü Full goodwill: GF balance sheet goodwill is the excess of the fair value of the subsidiary ($450 million

26、/ 0. 75 = $600 million) over the fair value of identifiable net assets acquired, just as in the example above. Acquisition goodwill = $40 million.ü Partial goodwill: GF balance sheet goodwill is the excess of the acquisition price over Wood's proportionate share of the fair value of Pine

27、9;s identifiable net assets:Purchase priceLess: 75% of fair value$450millionx $560of netassets Acquisitiongoodwill0.75=$420 million$30million16-112Business combination Pooling of interests methodLOS 19.cØPooling methodn Combines the ownership interests of two companies and views the participant

28、s as equals-neither firm acquires the other;n Pooling of interests method is only allowed in a certain special circumstances with strict criteria under US GAAP. Under IFRS, its not allowed.n Asset and liabilities of the two firms are combined (and any inter-company accounts are eliminated).n Major a

29、ttributes of the pooling method are:ü The two companies are combined using accounting book values.ü Operating results for prior periods are restated as though the two firmswere always combined.ü Ownership interests continue, and former accounting bases are maintained.17-112Business co

30、mbination Comparison of 2 methodsLOS 19.cØAcquisition vs. Pooling18-112DifferencesPurchasePoolingCombinationAccounted for at fair valueAccounted for at book valuePre-acquisition earningsNot recognizedAcquire pre-acquisition earnings are recognized by acquirerPost-acquisition earningsIncludes ad

31、ditional depreciation and amortization based on fair valueDose not include additional depreciation and amortization because book value are retainedProfit marginLower (because of greater depreciation, etc)Higher (no increase in expenses)ROALower (lower earnings and higher recorded asset baseHigherROE

32、Lower (lower earnings and higher recorded equity base)HigherPost-retirement plan overviewLOS 20.aØDC plan 繳費確定型l Employer make periodical contributions to specific accounts;l The contribution made by employer is fixed or pre-determinable;l The obligation of employers is make contribution on tim

33、e;l The amount received by employees after retirement depends on the fair value of the specific accounts accumulated;l The accounting for DC plan is quite simple, expensed as incur.ØDB plan確定型l Employers promise to payment a certain amount to employees after their retirement;l The obligation of

34、 employer is pay a pre-determined amount to employees after their retirement; the amount received by employee is pre-determined;l Firms usually set up several funds to meet the future liabilities;l The accounting for DB plan is complicated.19-112Post-retirement plan overviewLOS 20.aØThe key to

35、identify DC or DB:l Who bear the investment riskl How about the employers future obligation. OPB could be regarded as an extension of DB;Ø20-112DCDBOPBAmount ofbenefitü Not determined;ü Depends on futurevalue of plan assetsü Pre-determinedü Depends on specifications of planI

36、nvestment riskü Born by employeeü Born by employerü DependsEmployers obligationü make periodic contributionsü Make pre-determined payment to retireeü Similar to DBü Usually unfundedIllustration of DBLOS 20.bDate of retirementPayment of pensionServicingperiodCurrent

37、 B/S datediscountingØThe payment of pension after the retirement is committed by the firm. Therefore, these cost should be recognized during the servicing period of the employees.The present value of the cost as at the end of current year is called PBOThe firm (sponsor) usually set up a fund to

38、 meet the liability.Ø21-112PBOPV of Pension paymentTranslation of foreign currency FSLOS 21.cAdoption of 2 methodsRe-measurementTemporalMethodTranslationCurrent rateMethod22-112ScenarioTreatment requiredApplicable MethodLocal currency is the functional currencyTranslation onlyCurrent rate metho

39、dFunctional Currency is the Reporting currencyRe-measurement onlyTemporal methodNeither of aboveBoth translation and re- measurementTemporal method first, then current rate methodReporting CurrencyFunctional CurrencyLocal CurrencyTranslation of foreign currency FSLOS 21.cComparison of 2 methods appl

40、icable FX rate (1)Note: Liability is usually regarded as monetary.23-112B/S itemsRate under Temporal MethodRate under Current Rate MethodMonetary Assets/LiabilitiesCurrentCurrentNon-monetary assets/ Liabilities (inventories, FA, unearned revenue)HistoricalCurrentCapitalHistoricalHistoricalR/EBalanci

41、ngBalancingEquity (as a whole)Mixed (because the change in retained earnings is mixed)CurrentTranslation of foreign currency FSLOS 21.cComparison of 2 methods applicable FX rate (2)24-112I/S itemsRate underTemporal MethodRate underCurrent Rate MethodSales and other expensesAverageAverageCOGSHistoric

42、alAverageDepreciationHistoricalAverageRevenue and other expensesAverageAverageTranslation G/LRecognized on I/S (Affecting retained earnings, no CTA)Recognized in equity (B/S, not through I/S) resulting in CTA (cumulative translation adjustment)Framework ofCorporate FinanceSS 8ØØØR22:

43、Capital Budgeting R23: Capital StructureR24: Dividends and Share RepurchasesSS 9ØR25:CorporatePerformance,Governance,andBusinessEthics (Newly Added)R26: Corporate Governance R27: Mergers and Acquisitions *ØØ25-112Introduction to Capital BudgetingØCapital Budgetingü Capital b

44、udgeting project evaluationü Inflation effects on capital budgetingü Mutually exclusive projects with different livesü Project risk analysisü Using the CAPM in capital budgetingü Evaluating projects with real optionsü Common capital budgeting pitfallsü Alternative

45、measures of income and valuation msü Other valuation ms26-112Introduction to Capital StructureØCapital Structure and Leverageü Capital Structure Objectiveü Capital Structure Theoryü Costs and their Potential Effect on the Capital Structureü Static Trade-Off Theoryü

46、 Implications for Managerial Decision Makingü Target Capital Structureü Role of Debt Ratingü Capital Structure Policy and Valuationü International Differences in Leverage27-112Introduction to Dividends and Share RepurchaseØ Dividends and Share Repurchaseü Dividends poli

47、cy and company value theoryü Factors affecting dividend policyü Payout policiesü Analysis of dividend safety28-112Introduction to Corporate GovernanceØCorporate Governanceü What Is The Corporate Governance?ü Three Major Business Forms;ü An agency Relationship: Agen

48、t, Principal, and；ü Responsibilities of Thof Directors；ü Corporate Governance Best Practices；ü Corporate Governance Policies: Investors And Analysts Should Assess；ü The Strength And Effectiveness of A Corporate Governance System29-112Introduction to Mergers and AcquisitionsØ

49、Mergers and AcquisitionsCategorize Merger And Acquisition Activities Bootstrapping *The Industry Life Cycle And Merger Motivations Key Differences Between Forms of Acquisition Method of Payment And US Antitrust LegislationTakeover Defense Mechanisms: Pre-offer And Post-offer The Herfindahl-Hirschman

50、 Index (HHI)Valuing A Target Company：Three Basic MethodsEvaluating A Merger BidDownsizing Operations Through Corporate Restructuring1.2.3.4.5.6.7.8.9.10.30-112Cash flow projection§ Expansion projectTerminating stageOperating stageInitial stage§ WC§ FA§ OperatingCF§ CAPEX

51、7; W.C. investmentTNOCF = NWCInv+SalTT(SalTBT)§CF = (SCD)(1T)+D=(SC)(1T)+DT§ Initial outlay =§ FCInvNWCInv31-112In operating stage, the CF is based on incremental, i.e.,§ Incremental sales;§ Incremental cost;§ Incremental depreciation.Cash flow projectionØReplaceme

52、nt projectTerminating stageOperating stage§ CF from disposal§ WC§ FAInitial stage§ OperatingCF§§§CAPEXW.C. investment Cash collectedTNOCF= NWCInv+SalTT(SalTBT)CF = (SC)(1T)+ DTInitial outlay =FCInvNWCInv+Sal0T(Sal0B0)32-112In operating stage, the CF is based on inc

53、remental, i.e.,§ Incremental sales;§ Incremental cost;§ Incremental depreciation.Capital Structure TheoryØ MM proposition 1 without taxes: capital structure irrelevancel the market value of a company is not affected by the capital structure.l Assumptions:ü Investors agree on

54、 the expected cash flow from a given investment;ü Bonds and shares of stock are traded in a perfect capital market;ü investors can borrow/lend at the risk-free rateü no agency costsü Financing decision and investment decision are independent40%bonds40%stocks= VV60%stocks60%bondsL

55、UØØValue is not created by just change the leverage of a firm;With the increase in leverage, the increase in equity returns is offset by increases in the risk and the associated increase in the required rate of return on equity.For simplification, assume 2 firms have the same cash flow (FCFF) and uncertainty. The firm value is the same as the discount rate is the same.Ø33-112Capital Structure TheoryØ MM proposition 2 without taxes: higher leverage raises the cost of equity.the cost of equ