Presented by: The Northern Trust Company Fran Wawrzyniak, CTP June 7, 2012

1. Windy City Summit CTP Review Chapter 12 Service Expertise Integrity Presented by: The Northern Trust Company Fran Wawrzyniak, CTP June 7, 2012

2. Chapter 12 Capital Markets Fran Wawrzyniak, CTP

3. Studying for this Chapter • There are 7-9 questions on the exam from this chapter • Understand debt vs. equity financing and key components • CAPM calculation • Valuation of Long-Term Securities

4. Overview of Capital Markets • Two Basic Segments: • Debt – bond securities and loans • Equity – common and preferred stock • Market Basics • Money Markets – maturities of 1 year or less • Capital Markets – maturities greater than 1 year • Majority • Long-term debt (bonds), equity securities (stock) • Equity instruments have no fixed maturity date • Equity instruments cease to exist when issuing firm does

5. Overview of Capital Markets • Key Market Participants • Issuers of securities • Central Banks (debt securities) • Corporations (debt and equity securities) • Government-Sponsored Enterprises – GSEs (debt securities) • Municipalities (debt securities) • Mutual Fund Cos. (debt and equity securities) • Investors • Represent the demand side of the markets • Purchase and hold securities

6. Overview of Capital Markets • Investment Banking and Brokerage Firms • “Middlemen” to complete transactions • Investment bankers – assist issuers in design and placement of issuances • Origination desks – evaluate, price and manage placement • Securities traders – maintain secondary markets for equity and debt instruments • Regulators • Other Participants • Rating agencies (Chapter 13), attorneys, printing companies and data service providers

7. Overview of Capital Markets

8. Debt Financing • Medium- and Long-Term Borrowing • Term Loan • Fixed maturity, term greater than 1 year • Paid in single payment or installments • Usually for a specific purpose • Secured by asset being financed and term is tied to asset’s useful life • Illiquid • Medium- or Intermediate-Term Notes • Terms from 2-10 years • Payments are interest only • Marketable securities

9. Debt Financing • Long-Term Bonds • Terms of 10-30 years • Most are coupon bonds with regular interest payments at fixed (coupon) rate • Indenture = contract • Describes bond issue • Lists collateral • Specifies covenants • States terms • Sets schedule of payments, maturity and provisions • Multiple types:

10. Debt Financing • Convertible Bonds • Debt securities that can be converted into stock • Stock Purchase Warrants • Options to buy stock at stated price until stated date • Can be traded in the market • Municipal Bonds • General obligation paid from tax revenue • Revenue bonds paid from revenue of public project (stadium) • Zero-Coupon Bonds • No cash value until maturity • High-Yield Bonds • Long-Term Bonds • Mortgage Bonds • Include substantial covenants • Assets • Right to issue additional bonds • Use of junior mortgages • Sinking-funds • Reporting requirements • Restrictions of key fin’l ratios • Prepayment terms • Dividend policy • Unsecured (Debenture) Bonds • Claims against assets or cash flows • Based on issuer reputation • Treasury, corporate or municipal

11. Debt Financing

12. Debt Financing • International Bond Market • Foreign Bonds - Sold in a particular country by foreign borrower, denominated in currency of country of issue and regulated by country of issue • Eurobonds • Sold in many countries outside of country of borrower and issued by international syndicate • Bond denominated in USD $ issued in India by a UK company • Issuers can choose country with preferred regulatory rules • Global Bonds - Sold in and out of borrowers country, typically offered in major currency • Multicurrency Bonds • Issued as currency options which allow investors to choose from select currencies • Currency cocktail bonds that are denominated in standard basket of several currencies

13. Debt Financing • Other Forms of Debt Capital • Floating- (Adjustable-) Rate Debit • Stable market value, matches current rates • Take advantage of falling rates, match debt maturity to asset maturity • Project Financing • Large projects such as power plants, stadiums • Complex structure • Lenders paid from project cash flows • Securitization • Accounts receivable/inventory serve as collateral • “Mortgage Backed Securities” • Off-Balance Sheet Financing • Joint ventures, factoring, operating leases • ASC Topic 840-10-15 (Chapter 13)

14. Debt Financing • Debt Contract Provisions • Bond Indentures and Covenants • Indenture = contract to protect bondholders from risk or increase value of equity holders • Violation can make debit immediately due • Representations and Warranties • Existing conditions at the time the loan agreement is executed • Events of Default • Caused by breach of terms or conditions of debit agreement • MAC Clause (Material Adverse Change) • Lets lender refuse funding or declare default if a MAC has occurred

15. Debt Financing • Debt Contract Provisions • Call Provision • Issuer has right to call issue for redemption prior to maturity • Valuable since issue can be redeemed if interest rates fall or other financing becomes attractive • Sinking Fund • Bonds are not amortized and a lump sum is due at maturity • Requires company to repurchase portion of outstanding issue each year, effectually amortizing it • Refinancing • Defeasance of Debt • Removes debt from balance sheet without retiring the issue • Borrower places funds in escrow guaranteeing debt

16. Debt Financing • Debt Contract Provisions • Promissory Note • Collateral • Liens • Lender has legal claim on assets used as collateral • Lenders search liens of potential borrower to ensure collateral is available to pledge

17. Debt Financing • Other Factors • Credit Enhancements – reduces credit/default risk of debit, improving credit rating and lowering interest rates. Common form is Guarantee. • Guarantees • Full – Party agrees to take over loan if borrower defaults • Specific Project – Guarantee of loans related only to a specific project, rather than all loans of borrower • Guarantee of Payment or Collection - guarantee of payment on loan or collection of payment if default • Comfort Letter – not legally enforceable • Performance • Full – parent guarantees performance of sub • Best Efforts – Parents agrees to use best effort to get sub to perform • Personal – owner will personally repay loan of company • Bond Ratings – reflect default probability of bond issuer

18. Debt Financing • Other Factors • Capital Structure Considerations – Target capital structure = best mix of L/T debt and equity to finance firm • Maturity Matching – match life of debt to life of asset financed • Effects of Interest Rates and Forecasts – • General level impacts use and cost of debt • Forecast impacts type of capital and provisions • Availability of Collateral – companies with large asset bases which can be used as collateral typically borrow at lower rates than other companies with same credit quality that do not.

19. Equity Securities • Common Stock - Balance Sheet Accounts • Par Value - arbitrary amount representing minimum shareholders would need to put up in the event of bankruptcy. Usually $1 or $0 • Retained Earnings • Net earnings of a corporation since inception less dividends paid to shareholders • Accounting entry, not an available pool of funds • Additional Paid-in-Capital (APIC) • Difference at issue of par value and issue price • Book Value per Share – common stockholder equity ÷ # shares outstanding • Market Value per Share – current trading price of stock • Treasury Stock • Stock issued and later reacquired and can be held in treasury, reissued, or retired • No dividends, no votes. Issued , not outstanding

20. Equity Securities • Types of Common Stock • Class A and B: Classes used to limit voting rights, dividends, resale, differentiate returns. • Tracking Stock: separate stock created to “track” the finances of a piece of business . Has a unique ticker symbol. • Preferred Stock • Major provisions • Stockholders have priority claim to earnings and assets before common • Always has par value • Dividend is fixed and is accumulated in arrears • Can be convertible • Evaluation: steadier income than common, 70% of dividend can be excluded from Federal tax • Particular uses

21. Equity Securities • Hybrid Securities • Convertibles: Bonds or preferred stock that can be exchanged for common stock • Disadvantages: • Stock price increases, then better off issuing regular debt • Coupon rate lost if bonds converted to stock • If stock price does not increase, then locked into debt issue • Warrants: • Company issued options that give owner right to buy stated number of shares at a specific price for a period of time. • Often listed on major exchanges. • Represent additional equity for issuer • Detachable – can be traded separate from bond • Can dilute the stockholder’s equity and EPS

22. Equity Securities • International Equity Market • Represents ownership of public corporations traded globally • Depository Receipts (DRs) • Negotiable instruments that trade on a local exchange that represent stock ownership in a foreign company • Benefits: • Increase global trade • More opportunity to raise global capital • Reduce market inefficiencies

23. Managing Capital Market Investments • Objectives of Capital Market Investments • Risk preference • Return objectives • Liquidity needs • Future needs • Tax Issues • Legal/regulatory factors • Asset Allocation Decision • Mix of fixed income and equity securities • Depends on objectives for portfolio • The longer the portfolio maturity, the higher tolerance of risk, the more equity used

24. Managing Capital Market Investments • Long-Term, Fixed Income Portfolio Management • Duration • Measure of risk • Weighted average time to receipt al future cash flows for a bond investment • Can provide estimate of how a bond will respond to rate changes • Example: • If interest rates rise 100 bps or 1%, then the price of a bond with a duration of 4.0 years will fall by 4%

25. Managing Capital Market Investments • Long-Term, Fixed Income Portfolio Management • Interest Rate Risk • Risk from changes in market value when general level of market rates changes • Higher duration = higher interest rate risk • Fixed/Floating Ratio • Ratio of fixed rate debt to floating rate debt • Too narrow of an indicator to be effective • Foreign Currency Denominated Investments • Must consider the fluctuating F/X rats on the overall portfolio • Use of derivatives can mitigate risk

26. Managing Capital Market Investments • Long-Term, Fixed Income Portfolio Management • Using Derivatives – Chapter 9 • Asset-Liability Management • Issue for portfolio that uses borrowed funds in overall strategy • Issue for banks that fund investments with deposits or borrowed funds – may have a maturity mismatch • Equity Portfolio Management • Define and measure investment risk • Benefits of diversification • Capital Asset Pricing Model (CAPM)

27. Managing Capital Market Investments CAPM (Capital Asset Pricing Model) rE = rRF + (rM – rRF) βi rE = Required rate of return on stockholder’s equity rRF = Expected rate of return on the risk free asset (T-Bill) rM = Expected rate of return on the market portfolio (S&P 500) Βi = Beta value for stock i

28. Managing Capital Market Investments CAPM (Capital Asset Pricing Model) Example 1: Risk free rate of return is 2.0% and expected rate of return on the stock market is 8.0%. Apple Computer has a beta of 1.5. rE = Expected Rate of Return rRF=.02 rM = .08 βi = 1.5 rE = rRF + (rM – rRF) βi = .02 + (.08 - .02)(1.5) = .110 or 11.0% 11.0% is the required rate of return for Apple, which is greater than the rate of return for the market, because Apple is more risky than the market.

29. Managing Capital Market Investments CAPM (Capital Asset Pricing Model) Example 2: Risk free rate of return is 2.0% and expected rate of return on the stock market is 8.0%. Beta for H.J. Heinz is 0.6 rE = Expected Rate of Return rRF=.02 rM = .08 βi = .06 rE = rRF + (rM – rRF) βi = .02 + (.08 - .02)(.06) = .056 or 5.6% The rate of return on Heinz is less than the market since the risk is less than the market.

30. Managing Capital Market Investments • Determining Portfolio Risk and Return • Use weighted averages of returns and betas of individual stocks Example: Portfolio contains 70% Apple stock and 30% Heinz stock. Portfolio β = (% of Apple stock x Apple β) + (% of Heinz stock x Heinz β) = (.70 x 1.5) = (.30 x .60) = 1.23 Portfolio Return = (% of Apple Stock x Apple Return) + (% of Heinz stock x Heinz Return) - there was an error in the material = (0.70 x 0.11) + (0.30 x 0.56) = .0938 or 9.38% Note: The same return is achieved when using the CAPM of portfolio: rE = rRF + (rM – rRF) βi = .02 + (.08 - .02)(1.23) = .0938 or 9.38%

31. Valuation of Long-Term Securities • The market value of an asset is the present value of the anticipated future cash flows discounted using a rate equal to the risk. It is calculated using the Present Value formula:

32. Valuation of Long-Term Securities • Bond or Fixed Income Valuation • YTM – Yield to Maturity – The interest rate the market demands over the remaining life of the bond at a particular point in time • YTC – Yield to Call – the yield the bond would provide if the issuer called it prior to maturity. Typically lower than YTM. • YTW – Yield to Worst – The worst case scenario of possible YTC values calculated, or lowest possible yield without an actual default.

33. Valuation of Long-Term Securities • Bond or Fixed Income Valuation • Preferred Stock Valuation: Assume a $50 par value stock pays a 6.6% annual dividend and the market requires an 8.0% return on the stock. Preferred Stock Dividend = Preferred Stock Dividend Rate x Par Value = .066 x $50 = $3.30 Price of Preferred Stock = Preferred Stock Annual Dividend Required Rate of Return = $3.30 / .08 = $41.25

34. Valuation of Long-Term Securities • Common Stock Valuation • The price an investor will pay is the present value of the future dividend stream discounted by the cost of equity:

35. Valuation of Long-Term Securities • Common Stock Valuation (continued) • Assumptions must be made about the dividend stream • Assume the dividends will grow at a constant rate: • Substituting this into the Common Stock Valuation equation results in: • Substitute the next dividend as D1, results in the following reduced equation:

36. Valuation of Long-Term Securities • Common Stock Valuation (continued) Example: Next Dividend (D0) = $2.00 Estimated growth rate (g) = 6% Return on stock (ks) = 13% = • = $2.00 (1 + .06) = $2.12 = $30.29 • (0.13 – 0.06) 0.07

37. Top 15 Stock Exchanges