CFA Level 1

CFA Level 1 — Corporate Issuers

Intuition-First Study Guide · Readings 20–26

Why concepts matter · Key formulas with worked examples · Common exam traps · All LOS covered

Reading 20

Organizational Forms, Corporate Issuer Features, and Ownership

How businesses are legally structured — and why it determines everything from liability to taxation.
Why This Reading Matters

Before a company can raise capital, investors need to understand its legal form. The form determines who bears losses, who controls the firm, how profits are taxed, and how easily shares can be transferred. The corporation dominates capital markets precisely because it solves these problems most elegantly. This reading is foundational vocabulary for the entire Corporate Issuers topic.

The Four Organizational Forms Compared Critical

Every business structure is defined by five key features: separate legal entity, owner-operator separation, liability type, tax treatment, and capital access. The CFA exam loves testing the differences across structures.

FeatureSole ProprietorshipGeneral PartnershipLimited PartnershipCorporation
Separate legal entity?NoNoNoYes
Owner–operator separation?No (same person)No (partners run it)Partial (GPs run; LPs passive)Yes (board hires managers)
LiabilityUnlimitedUnlimited (all partners)GPs: unlimited; LPs: limited to investmentLimited (shareholders)
Tax treatmentPersonal incomePersonal incomePersonal income (pass-through)Potentially double-taxed
Capital accessVery limitedLimitedBetter (LPs invest capital)Best (public equity + debt markets)
The corporation is the dominant form for large businesses because limited liability allows millions of strangers to invest without risking more than what they paid. No rational person would buy 100 shares of a bank if they could be sued for the bank's entire debts.
A corporation is the ONLY form that is a separate legal entity from its owners. This is the single most important distinguishing feature — it enables limited liability, perpetual existence, and easy share transferability.

Key Features of Corporations

A corporation is formed by filing articles of incorporation with a regulatory body. As a legal entity, it can hire employees, enter contracts, borrow money, sue, and be sued — all independently of its shareholders.

FeatureWhat It MeansExam Relevance
ShareholdersOwners with limited liability and residual claimLose only their investment if bankrupt
Voting rightsShareholders elect the board of directorsBoard then hires/fires management
DividendsBoard may distribute earnings as dividendsNot obligated to pay dividends
TransferabilityShares can be bought/sold (public companies on exchanges)Free float = actively traded shares
Perpetual lifeExists beyond individual shareholdersUnlike a sole proprietorship which ends at death
Double taxationProfits taxed at corporate level, then dividends taxed at personal levelSee formula below

Double Taxation Formula Formula

This formula appears directly in exam questions. Know how to calculate the effective tax rate on pre-tax profits:

\[ \text{Effective Tax Rate} = t_c + t_p \times (1 - t_c) \]

Where \(t_c\) = corporate tax rate, \(t_p\) = personal (dividend) tax rate. Alternatively, work it numerically starting from $100 of pre-tax profit.

🎯 Exam Question
ABC Corp has a corporate tax rate of 25%. Shareholders pay 20% tax on dividends. The company pays out 100% of after-tax profits as dividends. What is the effective tax rate on pre-tax corporate profits?
Method 1 (Formula): 0.25 + 0.20 × (1 − 0.25) = 0.25 + 0.15 = 40%

Method 2 (Numerical — always works): Start with $100 pretax profit. Corporate tax @25% = $25. After-tax profit = $75. Dividend tax @20% = $15. Total tax = $25 + $15 = $40. Effective rate = 40/100 = 40%

Trap: Many candidates simply add 25% + 20% = 45%. This is wrong — personal tax only applies to the after-tax amount that reaches shareholders.
🎯 Exam Question
A corporation retains 60% of after-tax profits and pays out 40% as dividends. Corporate tax = 25%, personal dividend tax = 20%. What is the effective tax rate on the corporation's pretax profits?
Answer: Only the portion paid as dividends faces personal tax. Starting with $100: Corporate tax = $25. After-tax = $75. Dividends = 40% × $75 = $30. Personal tax = 20% × $30 = $6. Total tax = $25 + $6 = $31. Effective rate = 31%. Retaining earnings reduces the double-tax burden — a key reason growth firms pay few dividends.

Public vs. Private Companies Critical

Public Limited Company
  • Shares listed on a stock exchange — price/volume transparent
  • High regulatory burden: quarterly/annual filings, material event disclosures
  • Free float = shares actively traded (not held by insiders)
  • Access to large, diversified shareholder base
  • Greater scrutiny — management under market pressure
Private Limited Company
  • Shares do NOT trade on exchange — value not readily observable
  • Limited regulatory requirements; less disclosure
  • Raise capital via private placements (accredited investors only)
  • Can take longer-term view without quarterly earnings pressure
  • Harder to exit — must wait for IPO, sale, or acquisition

Ways a Private Company Goes Public

MethodHow It WorksKey Distinction
IPOCompany issues new shares to the public; underwritten by investment bankRaises new capital; most common
Direct ListingExchange lists existing shares directly — no new shares issuedNo new capital raised; no underwriter; faster
SPACA "blank check" shell company raises capital via IPO, then acquires a private companyTarget company doesn't need to be identified at IPO time
In a direct listing, NO new capital is raised and NO underwriter is involved. This is the most common exam trap for this topic. SPACs are "blank check" companies — they raise money before knowing their acquisition target.
🎯 Exam Question
A private company wants to go public quickly without raising any new equity capital. It should most likely use a:
Answer: Direct listing. An IPO raises new capital (shares are newly issued). A SPAC also involves a separate entity raising capital. Only a direct listing puts existing shares on an exchange without issuing new ones or raising fresh capital.

Reading 21

Investors and Other Stakeholders

Debt vs equity — two fundamentally different risk/return profiles that create natural conflicts of interest.
Why This Reading Matters

Understanding who has claims on a company — and the nature of those claims — is foundational to corporate finance. Debtholders and equity holders want different things from management. ESG adds a third dimension: non-financial stakeholders who increasingly affect a company's value. Exam questions test your ability to identify whose interests are served by various corporate actions.

Debt vs. Equity: Different Claims, Different Motivations Critical

Debtholders (Lenders / Bondholders)
  • Contractual, legal claim to promised interest + principal
  • Higher priority: paid before equity in any scenario
  • Limited upside — best outcome is to receive all promised payments. Growth above that does NOT benefit debtholders.
  • Bears downside risk if company value falls below debt value
  • Prefer less risk — want stable, predictable cash flows
  • Protected by covenants and collateral
Equity Holders (Shareholders)
  • Residual claim — get what's left after all other claims paid
  • Lowest priority in bankruptcy — often get nothing
  • Unlimited upside — benefit fully from company growth
  • Loss limited to investment (limited liability)
  • May prefer more risk — higher risk → higher expected return on equity
  • Voting rights to influence management via board
Imagine a building worth $1M with a $600K mortgage. If the building rises to $1.5M, the homeowner captures the full $500K gain — the lender still gets only their $600K back. But if the building falls to $400K, the lender bears the $200K loss while the owner simply walks away. This perfectly illustrates the asymmetric upside (equity) vs. capped upside (debt) payoff.

The Leverage Effect on ROE Formula

Leverage amplifies returns in both directions. This is the fundamental reason debt and equity holders have conflicting interests about how much risk to take.

\[ ROE = \frac{\text{Net Income}}{\text{Equity}} \]
🎯 Exam Question
A company has revenues of $1,000 and operating expenses of $800. Assets = $1,000. Calculate ROE under two scenarios: (A) 100% equity financing, and (B) 50% debt at 10% interest, 50% equity. Assume no taxes.
Scenario A (100% equity):
Operating profit = $1,000 − $800 = $200. Equity = $1,000. ROE = $200/$1,000 = 20%.

Scenario B (50/50 debt/equity):
Debt = $500 @ 10% → Interest = $50. Net income = $200 − $50 = $150. Equity = $500. ROE = $150/$500 = 30%.

Insight: Leverage boosted ROE from 20% to 30% because the return on assets (20%) exceeded the cost of debt (10%). BUT: if revenues fell 15% to $850: Operating profit = $50. Scenario A ROE = 5%; Scenario B ROE = 0%. Leverage also amplifies losses — debtholders still get their $50 interest regardless.
Equity holders benefit from leverage when return on assets > cost of debt. Debtholders receive no extra return from this upside — they only bear the downside if things go badly. This misaligned incentive is the root of most shareholder-creditor conflicts.

Stakeholder Groups and Their Interests

Under stakeholder theory, a company must balance the interests of multiple groups — not just maximize shareholder returns. Under shareholder theory, the primary goal is maximizing equity value.

StakeholderPrimary InterestMechanism for Influence
ShareholdersProfitability, growth, share price appreciation, dividendsVoting rights, shareholder resolutions, proxy contests
Bondholders / Public DebtTimely interest and principal payments; low default riskBond indentures, covenants, creditor committees
Banks / Private LendersCreditworthiness, collateral; may hold equity tooLoan covenants; access to non-public info
Board of DirectorsProtect shareholders; oversee managementHire/fire CEO; set strategy; audit oversight
Senior ManagementEmployment security, compensation, firm successRun day-to-day operations; compensation tied to performance
EmployeesWages, career growth, job security, working conditionsLabor unions, employment contracts, ESOPs
SuppliersOngoing business relationship; timely paymentsContracts; short-term creditor status
CustomersQuality products, reasonable prices, reliabilityPurchasing decisions; reputational pressure
Government / RegulatorsTax revenue, employment, compliance with lawsLegislation, regulatory agencies, fines

Board Structure: One-Tier vs. Two-Tier

One-Tier Board (Anglo-American)
  • Inside directors (executives, founders) + independent directors on one board
  • Majority must be independent (exchange requirement)
  • Risk: inside directors may favor management interests
Two-Tier Board (Continental Europe)
  • Supervisory board: independent directors only — oversees management
  • Management board: inside directors — run the company
  • Cleaner separation between oversight and operations
A staggered board elects only a fraction of directors each year — it protects incumbents from sudden takeovers but also entrenches poor management. Minority shareholders prefer non-staggered, majority-independent boards where they can vote out the full board at once.

ESG Factors Exam Focus

ESG stands for Environmental, Social, and Governance. Investors increasingly analyze ESG factors because they can materially affect cash flows and firm value. The CFA exam tests your ability to classify specific situations into the correct ESG category.

CategoryExamplesFinancial Impact Channel
EnvironmentalCarbon emissions, pollution, deforestation, water usage, waste managementRegulatory fines, cleanup costs, stranded assets, reputational damage
SocialData privacy, labor practices, diversity & inclusion, community relationsEmployee productivity, customer loyalty, litigation risk
GovernanceBoard composition, executive pay, anti-corruption policies, lobbyingManager alignment, fraud prevention, capital cost
ESG risks flow differently to debt vs. equity investors. Equity holders bear the brunt of any adverse ESG outcome (they lose residual value first). Debtholders are insulated unless losses are large enough to threaten default. Long-maturity debtholders face more ESG exposure than short-term lenders — a coal plant may be profitable today but become a stranded asset in 10 years.
🎯 Exam Question
A company shuts down a coal-fired power plant because new carbon regulations make it unprofitable to retrofit. This is best described as an example of:
Answer: Stranded asset (Environmental factor). A stranded asset is one that becomes unviable due to regulatory or market transitions. This is an environmental factor — not governance (which covers board structure, pay, etc.) or social (which covers employee/community relations).
🎯 Exam Question
A pension fund holds 10-year bonds of a coal company. Compared to a holder of 2-year bonds of the same company, who has greater ESG exposure?
Answer: The 10-year bondholder. ESG risks (especially environmental/transition risk) are often delayed — the company may be compliant today but face severe constraints in 5–8 years. Long-maturity debt investors have more time exposure to these future risks, whereas the short-term bondholder expects repayment before most ESG risks materialize.

Reading 22

Corporate Governance: Conflicts, Mechanisms, Risks, and Benefits

Who watches the watchers? Corporate governance is the answer — and getting it wrong is very costly.
Why This Reading Matters

Corporate governance is not just compliance box-ticking. It's the set of systems that determines whether a company's managers act in shareholders' interests or their own. Poor governance destroys value through empire-building, excessive compensation, and outright fraud. This reading is tested heavily on both the conceptual level (what is a principal-agent conflict?) and the practical level (which governance mechanism addresses which conflict?).

The Principal-Agent Problem Critical

A principal-agent relationship exists when one party (the principal) hires another party (the agent) to act on their behalf. The conflict arises because the agent's self-interest may diverge from the principal's interests.

In corporate governance, shareholders are principals; management and board members are agents. A CEO with a salary contract and no equity stake might prefer a "quiet life" (low risk, no bold moves) while shareholders want growth-maximizing risk-taking. Neither is wrong — they just have different incentives.

Agency costs are the costs of the principal-agent conflict. They have three components:

Type of Agency CostDescriptionExample
Monitoring costsCost of watching the agentBoard of directors fees, external audit costs, financial reporting expenses
Bonding costsCost of assuring principals that agent acts in their interestInsurance policies guaranteeing performance; non-compete agreements
Residual lossesValue lost even with adequate monitoring + bondingSuboptimal investment decisions that monitoring couldn't prevent

Common Principal-Agent Conflicts to Know Critical

1. Shareholders vs. Management

Conflict TypeWhat Managers May DoWhy It's Bad for Shareholders
Insufficient effortAvoid difficult decisions, take no initiativeSuboptimal capital allocation, missed opportunities
Empire buildingPursue unnecessary acquisitions to increase firm sizeOverpaying for acquisitions; compensation tied to size not returns
EntrenchmentTake inadequate risks; imitate competitors; pursue projects only they can runValue destruction; impossibility of replacement
Self-dealingUse company resources for personal benefit (perks, related-party deals)Direct wealth transfer from shareholders to managers
Risk appetite mismatchCash-heavy managers avoid risk (job risk); option-heavy managers take too much riskOptions have no downside — management "gambles" with others' money

2. Controlling vs. Minority Shareholders

A controlling shareholder (majority owner) may push the company to pursue actions that benefit them but harm minority shareholders — such as diversifying to reduce their concentrated portfolio risk, or engaging in related-party transactions that benefit the controlling family.

Dual-class share structures exacerbate this: founders may retain super-voting shares (e.g., 10 votes/share) while public investors hold ordinary shares (1 vote/share), giving founders effective control even with <50% economic ownership. CFA Institute opposes dual-class structures.

3. Shareholders vs. Creditors

Shareholders may prefer management to take actions that increase firm risk — they capture the upside, while creditors absorb the downside. Specifically: issuing new debt (dilutes existing creditors' collateral) or increasing dividends (depletes assets that secure debt) benefit shareholders at creditors' expense.

Governance Mechanisms Exam Focus

For each stakeholder group, a different set of tools protects their interests:

StakeholderPrimary MechanismExamples
ShareholdersProxy voting; shareholder activism; takeover threatAnnual general meetings (AGM); proxy contests; hostile takeover; shareholder lawsuits; poison pills (defense)
CreditorsBond indentures and covenants; collateral; creditor committeesMax leverage covenants; minimum interest coverage; ad hoc committees in distress
EmployeesLabor laws; unions; ESOPsCollective bargaining; employment contracts; stock ownership plans
Customers/SuppliersContracts; social media pressureService level agreements; public boycotts; supplier codes of conduct
GovernmentRegulation; listing requirements; governance codesSEC filings (US); comply-or-explain governance codes (UK)

Board Committees and Their Roles

CommitteeResponsibilitiesComposition Requirement
Audit CommitteeFinancial reporting oversight; internal controls; appoint external auditor; review audit findingsMust be independent directors (required by most regulators)
Nominating/Governance CommitteeBoard election policies; governance code compliance; ethics policies; director nominationsTypically independent directors
Compensation CommitteeRecommend director and senior manager pay; oversight of benefit plansMust be independent — managers cannot evaluate/compensate themselves
Risk CommitteeRisk policy and tolerance; enterprise-wide risk oversight (financial services)Industry-specific; often mandated for banks

Shareholder Activism Mechanisms

Risks and Benefits of Corporate Governance

⚠️ Risks of POOR Governance
  • Accounting fraud or poor recordkeeping
  • Suboptimal risk-taking (too much or too little)
  • Excessive management compensation misaligned with performance
  • Self-dealing and related-party transactions
  • Regulatory violations → legal and reputational risk
  • Debt default / bankruptcy from poor financial management
✅ Benefits of GOOD Governance
  • Better operational efficiency (aligned incentives)
  • Lower cost of debt (reduced default risk → lower spread)
  • Improved financial performance
  • Reduced legal and regulatory risk
  • Greater transparency → lower cost of capital
  • Higher firm value over time
🎯 Exam Question
A company's CEO is also the chairman of the board, controls 55% of voting shares, and sets his own compensation. Which governance failure does this most likely represent?
Answer: Multiple governance failures. (1) Board independence — the CEO/chair dual role eliminates independent oversight of management. (2) Self-dealing in compensation — the compensation committee should be composed of independent directors, not the executive himself. (3) Controlling shareholder vs. minority conflict — 55% voting control means minority shareholders have no meaningful checks. The exam might ask which single option is the BEST description — the compensation self-setting is likely the most direct "principal-agent" violation.
🎯 Exam Question
Information asymmetry between managers and shareholders is most likely to be GREATER for which type of company?
Answer: Large, complex, multi-business companies; companies with low institutional ownership; companies with opaque financial statements; companies operating in many geographic markets. The key insight: information asymmetry is about how much managers know that shareholders DON'T know. Large/complex companies have more information that's difficult for outsiders to assess. Low institutional ownership means less sophisticated monitoring.

Reading 23

Working Capital and Liquidity

A profitable company can still go bankrupt if it can't pay its bills — liquidity is about timing, not just profitability.
Why This Reading Matters

Many students confuse profitability with liquidity. A business can earn positive accounting profits but still face a cash crisis if it carries too much inventory or its customers pay slowly. Working capital management is about optimizing the cash cycle — getting cash in quickly and paying it out efficiently. This reading is formula-heavy and directly tested with numerical questions.

The Cash Conversion Cycle (CCC) Critical

The CCC measures how many days it takes for a company to convert its investments in inventory into actual cash. It's the most tested concept in this reading.

\[ CCC = DOH + DSO - DPO \]

Where:

Think of the CCC as a cash "gap." You pay for inventory (cash goes out), wait for it to sell, wait for customers to pay you — then finally cash comes back in. The longer this cycle, the more capital is trapped in operations. Higher DPO helps because you're essentially borrowing interest-free from your suppliers.
CCC ComponentTo DECREASE it (shorten CCC)Potential Downside
↓ DOHReduce inventory levelsSupply chain disruptions; inability to meet demand spikes
↓ DSOTighten customer credit terms; collect fasterLost sales from customers who need longer credit
↑ DPODelay supplier payments; extend payment termsSupplier relationship damage; may forgo early payment discounts
🎯 Exam Question
Company A has DOH = 45 days, DSO = 30 days, DPO = 20 days. Company B has DOH = 20 days, DSO = 15 days, DPO = 35 days. Which company manages its cash more efficiently?
Company B: CCC(A) = 45 + 30 − 20 = 55 days. CCC(B) = 20 + 15 − 35 = 0 days. A CCC of 0 means the company collects cash from customers before it even has to pay suppliers — like a retailer that gets paid cash immediately while paying suppliers on 35-day terms. Lower CCC = less capital trapped in operations = more efficient.

The Cost of Trade Credit Formula

Suppliers offer payment terms like "2/10 net 30" = take a 2% discount if you pay within 10 days; otherwise full payment is due in 30 days. Forgoing the discount is an implicit form of borrowing.

\[ EAR_{\text{trade credit}} = \left(1 + \frac{\text{discount}}{1 - \text{discount}}\right)^{365/(\text{net days} - \text{discount days})} - 1 \]
🎯 Exam Question
A supplier offers terms of "2/10 net 30." The bank offers a line of credit at 8%. Should the company pay early or use bank financing?
Step 1: Cost of forgoing the discount: You use $1 of financing for 30 − 10 = 20 days. You pay 2/(1 − 0.02) = 2.04% for 20 days.

EAR = (1 + 0.02/0.98)^(365/20) − 1 = (1.02041)^18.25 − 1 ≈ 44.6%

Decision: Trade credit costs 44.6% vs. bank credit at 8%. The company should borrow from the bank at 8% to pay the invoice within 10 days and capture the 2% discount.

Trap: Many students think "forgoing a 2% discount is only 2% cost." It's not — it's 2% for only 20 days, which annualizes to a much higher rate. Always annualize trade credit costs before comparing.

Liquidity: Sources and Measures Critical

Liquidity refers to a company's ability to meet short-term obligations. Sources of liquidity come in two tiers:

Primary Sources (Normal operations)
  • Cash and marketable securities on hand
  • Bank borrowings (credit lines)
  • Cash generated from operations (operating cash flow)
Secondary Sources (Stress signals ⚠️)
  • Suspending/cutting dividends
  • Delaying capital investments (capex)
  • Selling assets (often at a discount)
  • Issuing additional equity
  • Restructuring/extending debt maturities
  • Bankruptcy protection filing
Using secondary liquidity sources sends a negative signal to the market — it implies the company cannot fund itself through normal operations. Secondary sources are also more expensive (e.g., asset fire sales, equity dilution at depressed prices).

Liquidity Ratios Formula

Three ratios measure short-term liquidity, each more conservative than the last:

\[ \text{Current Ratio} = \frac{\text{Current Assets}}{\text{Current Liabilities}} \]
\[ \text{Quick Ratio} = \frac{\text{Cash} + \text{Marketable Securities} + \text{Receivables}}{\text{Current Liabilities}} \]
\[ \text{Cash Ratio} = \frac{\text{Cash} + \text{Marketable Securities}}{\text{Current Liabilities}} \]
RatioExcludesStringencyWhen to Use
Current RatioNothingLeast strictBroad view of short-term coverage
Quick RatioInventoryModerateWhen inventory is illiquid or hard to sell quickly
Cash RatioInventory + ReceivablesMost strict"Worst case" immediate liquidity
🎯 Exam Question
Year 1: Cash $50, Receivables $100, Inventory $200, Current Liabilities $200. Year 2: Cash $30, Receivables $80, Inventory $250, Current Liabilities $220. Compute all three liquidity ratios and interpret the trend.
Year 1: Current = (50+100+200)/200 = 1.75 | Quick = (50+100)/200 = 0.75 | Cash = 50/200 = 0.25
Year 2: Current = (30+80+250)/220 = 1.64 | Quick = (30+80)/220 = 0.50 | Cash = 30/220 = 0.14

Interpretation: All three ratios are declining — liquidity is deteriorating. The quick and cash ratios are falling faster, signaling that the deterioration is driven by rising inventory (the least liquid current asset) and falling cash.

Drags and Pulls on Liquidity

Working Capital Management Approaches

Conservative
High current assets + long-term financing. Lower return, higher cost of capital, but maximum liquidity and flexibility. Permanent & variable working capital funded with long-term debt/equity.
Moderate
Permanent current assets funded long-term; variable (seasonal) current assets funded short-term. Balanced risk/return tradeoff.
Aggressive
Low current assets + short-term financing. Higher return (lower cost), but vulnerable to market disruptions and rollover risk. May fail to meet obligations.
🎯 Exam Question
A firm finances an increase in accounts receivable by issuing 5-year notes. This is best described as:
Conservative working capital management. Financing a current asset (receivables) with long-term debt provides more permanent, stable funding — reducing rollover risk. An aggressive approach would fund receivables with short-term borrowings.

Reading 24

Capital Investments and Capital Allocation

Which projects to fund — and how to evaluate them — may be the most important financial decision a manager makes.
Why This Reading Matters

Capital allocation — deciding which long-term investments to undertake — is the primary driver of firm value creation over time. Get it right and you outcompete. Get it wrong and you destroy shareholder wealth. NPV and IRR are the core tools, but the exam also tests real options, ROIC, and the classic pitfalls that cause managers to make bad capital decisions. This reading bridges corporate finance with equity valuation.

Types of Capital Investments

TypePurposeAnalysis RequiredExample
Going ConcernMaintain existing business; reduce costsMinimal — focus on whether to continue + replace equipmentReplacing an aging machine with a newer model; annual depreciation ≈ going concern capex
Regulatory/ComplianceMeet government or insurance requirementsEvaluate alternative compliance methods — no revenue generationInstalling pollution control equipment; workplace safety upgrades
ExpansionGrow the business in existing markets or enter new onesFull analysis: forecast revenues, expenses, IRR, NPVOpening new retail outlets; launching new product lines
Other (New Ventures)Entirely new lines of business; acquisitionsFull analysis with high uncertainty; similar to a startup evaluationAcquiring a company in a new industry; exploring a new technology
Analysts often use a company's annual depreciation expense as a proxy for its going concern capex needs — the idea being that you need to invest roughly what is depreciating just to stand still. Any capex above depreciation represents net new investment (growth capex).

The Capital Allocation Process

Capital allocation = evaluating projects whose cash flows extend beyond one year. The four steps:

  1. Idea generation — the most important step; ideas come from employees, management, strategic analysis
  2. Analyze project proposals — forecast after-tax incremental cash flows; calculate NPV and IRR
  3. Create firm-wide capital budget — prioritize projects; consider timing, resources, strategic fit
  4. Monitor and post-audit — compare actual vs. projected results; identify systematic forecasting errors; improve future decisions

Net Present Value (NPV) Critical

NPV is the sum of the present values of all expected incremental after-tax cash flows from a project, discounted at the firm's cost of capital (adjusted for project risk).

\[ NPV = \sum_{t=0}^{N} \frac{CF_t}{(1 + r)^t} = -CF_0 + \frac{CF_1}{(1+r)} + \frac{CF_2}{(1+r)^2} + \cdots + \frac{CF_N}{(1+r)^N} \]
NPV ResultDecisionWhat It Means
NPV > 0AcceptProject adds value; expected to increase shareholder wealth
NPV = 0IndifferentProject earns exactly the required return; no value added or destroyed
NPV < 0RejectProject destroys value; expected to decrease shareholder wealth
🎯 Exam Question
A company invests $5,000 today. Expected after-tax cash flows: Year 1 = $3,000; Year 2 = $2,000; Year 3 = $2,000. Cost of capital = 10%. Should the project be accepted?
NPV = −5,000 + 3,000/1.10 + 2,000/1.10² + 2,000/1.10³
= −5,000 + 2,727.27 + 1,652.89 + 1,502.63
= −5,000 + 5,882.79 = +$882.79

Accept the project — NPV > 0, so the project is expected to add ~$883 of value to the firm. On your TI BA II Plus: CF0 = −5000; C01 = 3000; C02 = 2000; C03 = 2000; I = 10; CPT NPV.

Internal Rate of Return (IRR) Critical

IRR is the discount rate that makes NPV = 0. It represents the project's expected return as a percentage. Compare IRR to the hurdle rate (required rate of return / cost of capital).

\[ 0 = \sum_{t=0}^{N} \frac{CF_t}{(1 + IRR)^t} \]
ComparisonDecision
IRR > hurdle rateAccept — project return exceeds cost of capital; NPV is positive
IRR = hurdle rateIndifferent — NPV = 0
IRR < hurdle rateReject — project return is inadequate; NPV is negative

NPV vs. IRR: Which to Use?

NPV Advantages
  • Direct measure of value added in dollars
  • Assumes reinvestment at cost of capital (realistic)
  • Always gives a single answer — no ambiguity
  • Correct for mutually exclusive projects
IRR Advantages / Disadvantages
  • Intuitive — shows return as a %; gives margin of safety
  • ❌ Assumes reinvestment at IRR (often unrealistic for high-IRR projects)
  • ❌ Multiple IRRs possible when cash flows change sign more than once
  • ❌ Can give wrong ranking for mutually exclusive projects
When NPV and IRR give conflicting recommendations for mutually exclusive projects, always follow NPV. NPV directly measures value added; IRR is a rate that doesn't account for project scale. A project with a higher IRR but much smaller scale may add less total value.

Return on Invested Capital (ROIC) Formula

ROIC is a firm-level (not project-level) measure that compares after-tax operating profit to the book value of total capital deployed. It tells you whether the company as a whole is earning above or below its cost of capital.

\[ ROIC = \frac{NOPAT}{\text{Average Invested Capital}} = \frac{\text{Net Operating Profit After Tax}}{\text{Long-term Debt + Equity}} \]
\[ ROIC = \text{After-tax Operating Margin} \times \text{Capital Turnover} \]
If ROIC > WACC, the company is creating value — it earns more on its capital than investors require. If ROIC < WACC, the company is destroying value even if it's profitable in absolute terms. This comparison is fundamental to equity valuation.
ROIC uses NOPAT (Net Operating Profit After Tax = Net Income + After-tax Interest Expense) because we want the return to ALL capital providers — both debt and equity holders. Never use net income alone in the ROIC numerator, as that would exclude returns to debtholders.

Principles of Capital Allocation Critical

PrincipleWhat It MeansCommon Mistake to Avoid
After-tax incremental cash flows onlyUse cash flows, not accounting income; only include cash that changes because of the projectUsing EPS or ROE instead of cash flows; mixing up accruals with actual cash
Ignore sunk costsPast expenditures that cannot be recovered are irrelevant to the go/no-go decisionIncluding previously paid consulting fees or R&D in project cash flows
Include opportunity costsUsing a resource for this project has an implicit cost — its best alternative useTreating "internally owned" land or equipment as free just because it's already owned
Include spillover effectsPositive externalities (new product boosts existing sales) and cannibalization (new product hurts existing sales)Evaluating a new product in isolation without adjusting for its impact on existing product lines
Time value of money mattersCash flows at different points in time are not equivalent — use NPV/IRR, not simple paybackUsing the payback period as the primary decision tool
🎯 Exam Question
A company paid $500,000 last year for market research on a potential new product. Now they are evaluating the NPV of introducing the product. Should the $500,000 be included?
No — it is a sunk cost. The $500,000 has already been spent and cannot be recovered whether or not the company introduces the product. Including it would make the NPV look worse than it truly is and might cause the company to reject a positive-NPV project. The key test: would this cash flow change if you don't do the project? If no → exclude it.

Real Options Exam Focus

Real options are rights (but not obligations) that management has to modify a project in response to new information. They add value to NPV estimates by accounting for flexibility.

TypeDescriptionExample
Timing optionRight to delay a project until conditions improveWait to build a mine until commodity prices recover
Abandonment optionRight to shut down a project if its PV of future cash flows falls below exit valueClose a factory if the product market collapses
Expansion optionRight to invest more in a successful projectBuild a modular plant that can be expanded if demand grows
Flexibility optionRights to change operational aspects (inputs, outputs, production level)A factory that can switch between producing two products depending on prices
Fundamental optionProjects whose payoffs depend on an underlying asset priceAn oil lease — valuable only if oil prices rise above extraction costs
Real options explain why projects with negative NPV are sometimes still worth pursuing — the option value (flexibility) can outweigh the negative base NPV. Similarly, abandonment options increase the value of projects by limiting downside: if things go badly, you can cut losses.

Reading 25

Capital Structure

How a company chooses to finance itself — and whether that choice actually matters.
Why This Reading Matters

Capital structure is one of the most debated topics in corporate finance. Does the mix of debt and equity matter for firm value? Modigliani and Miller famously said "no" (under perfect market assumptions), but real-world frictions — taxes, bankruptcy costs, information asymmetry, agency costs — change the answer. The exam tests both the theoretical framework (MM Propositions) and the practical application (what factors drive companies to use more or less debt).

The Weighted-Average Cost of Capital (WACC) Critical

WACC is the minimum required return that a company must earn on its assets to satisfy all capital providers. It blends the after-tax cost of debt and the cost of equity, weighted by their proportions in the capital structure.

\[ WACC = w_d \cdot r_d \cdot (1 - t) + w_e \cdot r_e \]

Where: \(w_d\) = weight of debt, \(r_d\) = pretax cost of debt, \(t\) = corporate tax rate, \(w_e\) = weight of equity, \(r_e\) = cost of equity.

Debt is cheaper than equity for two reasons: (1) debtholders have priority claims (less risk → lower required return) and (2) interest is tax-deductible (the government subsidizes debt financing). The WACC "blends" these two costs, weighted by how much of each is used.
🎯 Exam Question
Alpaca Inc. has 60% debt, pretax cost of debt = 6%, cost of equity = 12%, corporate tax rate = 15%. Calculate WACC.
Weight of equity = 1 − 0.60 = 40%
WACC = [0.60 × 0.06 × (1 − 0.15)] + [0.40 × 0.12]
= [0.60 × 0.06 × 0.85] + [0.40 × 0.12]
= 0.0306 + 0.0480 = 7.86%

Common trap: Forgetting to apply (1 − t) to the cost of debt. Debt interest is tax-deductible, so the after-tax cost of debt is r_d × (1 − t), not just r_d.

Factors Affecting Capital Structure

Companies choose capital structures based on their ability to service debt. The key question is: can this company reliably generate cash to make interest and principal payments?

FactorMore Debt CapacityLess Debt Capacity
Revenue stabilityStable, subscription-based, non-cyclicalVolatile, cyclical, project-based
Cash flow predictabilityRecurring, growing cash flowsErratic, declining, or negative cash flows
Asset typeTangible, liquid assets (good collateral)Intangible assets (patents, brand — poor collateral)
Operating leverageLow fixed costs relative to variableHigh fixed costs (airlines, manufacturers)
Business riskLow uncertainty in revenues/costsHigh uncertainty (startups, commodity producers)
Life cycle stageMature stage: stable, proven businessStart-up: negative cash flows, few assets

Life Cycle and Debt Usage

Start-up Stage
Negative/uncertain cash flows; few tangible assets for collateral; high business risk → financed almost entirely by equity. Exception: convertible debt (lower-cost equity dilution hedge).
Growth Stage
Rising revenues, decreasing uncertainty; beginning to generate cash flows. Conservative debt usage begins — often secured by fixed assets or receivables.
Mature Stage
Stable, predictable cash flows; established asset base. Significantly more debt — including unsecured debt — available at relatively low cost.

Modigliani-Miller Propositions Critical

MM is tested conceptually — you need to understand why their propositions hold and what happens when assumptions are relaxed.

MM Proposition I (No Taxes): Capital Structure Irrelevance

Under perfect capital markets (no taxes, no bankruptcy costs, no transaction costs, symmetric information), a firm's value is independent of its capital structure.

MM I is the "pizza analogy": the total amount of pizza (firm value) is fixed. It doesn't matter how you slice it (proportion of debt vs. equity) — the total amount doesn't change. One holder owning all debt AND all equity would always be entitled to all the operating earnings — same as an all-equity firm with the same assets.

MM Proposition II (No Taxes): Cost of Equity and Leverage

As debt increases, the cost of equity rises proportionally — exactly offsetting the lower cost of debt, so WACC remains constant.

\[ r_e = r_0 + \frac{D}{E}(r_0 - r_d) \]

Where \(r_0\) = required return for all-equity firm (cost of unlevered equity), D/E = debt-to-equity ratio, \(r_d\) = cost of debt.

MM II (no taxes): As leverage increases, cost of equity RISES linearly. WACC stays CONSTANT. Debt is cheaper, but equity gets riskier — the two effects exactly cancel. This means there is NO optimal capital structure under MM I and II (no taxes).

MM With Taxes: The Tax Shield Matters

Interest payments are tax-deductible. This creates a "debt tax shield" — a real benefit to using debt. Under MM with taxes:

MM with taxes says 100% debt maximizes firm value — but this is clearly wrong in practice. The model ignores bankruptcy costs and financial distress costs. That's exactly what static tradeoff theory fixes.

Static Tradeoff Theory Critical

Static tradeoff theory extends MM with taxes by adding the expected costs of financial distress. Firm value is maximized at the point where the marginal tax benefit of debt equals the marginal expected cost of financial distress.

\[ V_L = V_U + PV(\text{Tax Shield}) - PV(\text{Financial Distress Costs}) \]
Think of debt as a drug with benefits and side effects. At low doses: tax savings dominate → take more. At high doses: bankruptcy risk rises sharply → costs outweigh benefits. The optimal "dosage" is the point where marginal benefit = marginal cost. That's the static tradeoff optimum.
As Debt Increases…Tax Shield EffectFinancial Distress EffectNet Impact on Firm Value
Low debt levelsTax savings are significant; distress cost is very lowMinimal — low probability of financial distressFirm value increases
Moderate debt levelsTax savings still positiveDistress costs starting to riseFirm value still increasing but at slower rate
High debt levelsTax savings marginalDistress costs escalate rapidlyFirm value peaks then decreases
Optimal pointMarginal tax benefit = marginal distress costMaximum firm value / minimum WACC

Pecking Order Theory and Free Cash Flow Hypothesis

These two theories explain why companies deviate from their theoretical optimal capital structure in practice.

Pecking Order Theory
Based on information asymmetry: managers know more than investors. Financing choices send signals:

Order of preference:
  1. Internal funds (retained earnings) — most preferred, no signal sent
  2. Debt — negative signal, but mild; signals confidence in cash flows
  3. New equity — most avoided; signals stock is overvalued
Implication: Capital structure is a by-product of financing decisions, not an optimized target.
Free Cash Flow Hypothesis
Based on agency costs. Free cash flow = cash available after all positive-NPV projects are funded.

Problem: Managers may waste free cash flow on empire-building or perks.

Solution: Debt disciplines managers — required interest payments reduce free cash flow available for waste. Higher leverage → lower agency costs of equity.

Implication: Debt can create value beyond just the tax shield.
🎯 Exam Question
A company's CFO says: "We prefer to fund new investments with retained earnings first, then debt if needed, and we would only issue equity as a last resort." This best reflects which theory?
Pecking order theory. The hierarchy — internal funds first, then debt, then external equity — is the defining feature. The rationale is information asymmetry: issuing equity signals management believes the stock is overvalued (a negative signal), so it's avoided. Debt sends a more positive signal (confidence in future cash flows to service it).
🎯 Exam Question
According to MM Proposition II with no taxes, if a company increases its debt-to-equity ratio, its WACC will most likely:
Remain unchanged. Under MM II (no taxes), as D/E increases: cost of equity rises proportionally (equity holders bear more risk), but WACC stays constant because the cheaper debt is exactly offset by more expensive equity. This changes under MM with taxes — then WACC decreases as leverage increases (tax shield benefit).

Reading 26

Business Models

How a company answers "who are my customers, what do I sell, how do I sell it, and at what price?" determines whether it has a sustainable competitive advantage.
Why This Reading Matters

Business models are the starting point of equity analysis. Before you can forecast cash flows or value a company, you need to understand how it creates value, for whom, and at what margins. The CFA exam tests your ability to classify pricing strategies and business model types — and to identify network effects, which are a key source of competitive moat for modern technology businesses.

Key Elements of a Business Model

A business model answers five fundamental questions: Who, What, How, Where, and How Much.

QuestionElementWhat It Covers
Who?Customer segmentsTarget customer groups (segmentation); customer acquisition cost; how satisfaction is monitored. B2B (sells to businesses) vs. B2C (sells to consumers).
What?Product/service offeringWhat need does the product meet? How is it differentiated from competitors (price, quality, features)?
How?Key assets and suppliersWhat resources drive the business? (patents, software, employees, equipment) Who are critical suppliers?
Where?Channel strategyDirect sales vs. intermediaries (retailers, agents, franchisees); online vs. physical; omnichannel = both digital and physical channels
How Much?Pricing strategyWhy will buyers pay this price? What's the competitive landscape?

Value Proposition vs. Value Chain

Pricing Strategies Exam Focus

The exam frequently tests whether you can identify the correct pricing model from a description. Know these precisely:

Pricing StrategyDescriptionExample
Price-taking (commodity)No pricing power; market sets the priceOil producers, home loans, wheat farmers
Pricing powerCan set premium prices due to differentiation or limited competitionPatented pharmaceutical; luxury brand
Tiered pricingDifferent prices for different volume levelsBulk discounts; telecom data plans
Dynamic pricingPrices change based on time, demand, or availabilityAirline tickets; surge pricing (Uber); hotel rates
Value-based pricingPrice reflects perceived customer benefitNew drug priced relative to benefit vs. existing treatment
Auction pricingPrice set by competitive biddingeBay; Google ad auctions; spectrum licenses
BundlingMultiple complementary products sold togetherFurnished apartment; Microsoft Office suite
Razors-and-bladesSell core product cheap (low margin); profit on consumablesPrinters (cheap) + ink cartridges (high margin); e-readers + e-books
Add-on pricingUpsell high-margin extras after the purchase decisionCar options after agreeing to buy a base model; resort fees at hotels
Penetration pricingLow/loss-leading price initially to build market share, then raise pricesNetflix early growth strategy; new SaaS platforms
FreemiumBasic product free; charge for premium features/functionalitySpotify free tier; LinkedIn free vs. Premium; video game upgrades
Hidden revenueProduct is "free" to users; revenue from third parties (advertisers, data buyers)Google Search (free to users; revenue from advertisers)
SubscriptionRecurring fee for accessMicrosoft 365; Netflix; SaaS software
Licensing/FranchisingFee for right to use IP, brand, or processBiotech licensing a drug to a pharma company; McDonald's franchise
🎯 Exam Question
A software company offers its application for free with basic features. Users pay $15/month to unlock collaboration tools and cloud storage. This pricing model is best described as:
Freemium pricing. The defining feature is: basic functionality FREE, premium features for a fee. Do not confuse with subscription (which charges from the start) or penetration pricing (which is a temporary low price for the full product to gain market share, not a permanent two-tier free/paid structure).
🎯 Exam Question
An internet search engine provides free search results to users and earns revenue by selling data about user behavior to advertisers. This is best described as:
Hidden revenue model. The user perceives the service as free, but the real "product" being sold is the user's attention/data to advertisers. This is distinct from freemium (where premium features are sold to the users themselves) or a subscription model.

Business Model Types Exam Focus

Model TypeDescriptionKey Characteristics
Private label / Contract manufacturerProduces goods for another brand to sell under their own nameCostco's Kirkland brand; generic drug manufacturers
Value-added resellerResells products but adds installation, support, or customizationIT systems integrators; machinery distributors with maintenance contracts
LicensingBrand or IP used by another company in exchange for feesMarvel characters on lunch boxes; drug patents licensed to pharma companies
FranchiseFranchisee pays % of revenue to franchisor for right to use brand/system in a territoryMcDonald's; Subway; real estate brokerages
Network effectsValue increases as more users join — creates competitive moatWhatsApp; Facebook; eBay; payment networks
CrowdsourcingPlatform leverages user-generated content to create valueWikipedia (knowledge); Waze (traffic); open-source software (code)

Network Effects in Detail Critical

Network effects are one of the most powerful sources of competitive advantage in modern business. As the user base grows, the network becomes more valuable to all users — creating a virtuous cycle.

Network effects naturally support penetration pricing strategy — the company sacrifices early profits to build its user base quickly. Once the network is large enough, it becomes very difficult for competitors to displace (switching costs + network value lock users in). This is why WhatsApp, Facebook, and eBay are so hard to dislodge despite new entrants.
🎯 Exam Question
A new ride-hailing app enters the market and prices rides at a loss to grow its user base quickly. The company hopes that once it reaches critical mass, the value of the platform will make it difficult for competitors to steal its users. Which combination of strategy and model does this best describe?
Penetration pricing + two-sided network effects. Penetration pricing = temporarily low (loss-making) prices to grow market share. The competitive advantage being built is a two-sided network: more riders attract more drivers (and vice versa). Once both sides of the network are large enough, no competitor can easily replicate the liquidity of the established platform.

Quick Reference

Corporate Issuers Formula Sheet

All key formulas in one place — with the reading number for quick look-up.
FormulaName / DescriptionReading
\(t_{eff} = t_c + t_p(1-t_c)\)Effective tax rate on corporate profits (double taxation)20
\(ROE = \frac{\text{Net Income}}{\text{Equity}}\)Return on equity (leverage amplifies this)21
\(r_e = r_0 + \frac{D}{E}(r_0 - r_d)\)MM Proposition II: Cost of equity with leverage25
\(CCC = DOH + DSO - DPO\)Cash Conversion Cycle23
\(EAR = \left(1 + \frac{d}{1-d}\right)^{365/(c-b)} - 1\)Effective annual rate of trade credit (a/b net c terms; d = discount rate)23
\(\text{Current Ratio} = \frac{CA}{CL}\)Current ratio (least strict liquidity measure)23
\(\text{Quick Ratio} = \frac{\text{Cash}+\text{Mkt Sec}+\text{Rec}}{CL}\)Quick ratio (excludes inventory)23
\(\text{Cash Ratio} = \frac{\text{Cash}+\text{Mkt Sec}}{CL}\)Cash ratio (most strict)23
\(NPV = \sum_{t=0}^{N} \frac{CF_t}{(1+r)^t}\)Net Present Value24
\(0 = \sum_{t=0}^{N} \frac{CF_t}{(1+IRR)^t}\)IRR (discount rate making NPV = 0)24
\(ROIC = \frac{NOPAT}{\text{Avg Invested Capital}}\)Return on Invested Capital24
\(ROIC = \text{After-tax Op. Margin} \times \text{Capital Turnover}\)DuPont decomposition of ROIC24
\(WACC = w_d r_d(1-t) + w_e r_e\)Weighted-Average Cost of Capital25
\(V_L = V_U + t_c D\)MM with taxes: Levered firm value (PV of tax shield = \(t_c D\))25
\(V_L = V_U + PV(\text{Tax Shield}) - PV(\text{Distress Costs})\)Static Tradeoff Theory: Optimal capital structure25
\(\text{Interest Coverage} = \frac{EBIT}{\text{Interest Expense}}\)Coverage ratio for debt capacity analysis25

Common Exam Traps — Corporate Issuers

TrapCorrect Understanding
Adding corporate and personal tax rates for double taxationUse formula: \(t_c + t_p(1-t_c)\) — personal tax only applies to after-corporate-tax profits
Treating a direct listing as raising new capitalDirect listing lists EXISTING shares — zero new capital raised; no underwriter used
Thinking a SPAC must identify its target at IPOSPAC = "blank check company" — raises money first, finds acquisition target later
Higher leverage always helps equity holdersOnly when ROA > cost of debt; leverage amplifies losses too — harmful when ROA < cost of debt
Trade credit is cheap ("only 2% discount")Must annualize: 2% for 20 days annualizes to ~44.6% — almost always expensive vs. bank financing
Including sunk costs in NPV analysisSunk costs = already spent, can't be recovered — completely irrelevant to the accept/reject decision
NPV and IRR always agreeThey agree on accept/reject for independent projects. For mutually exclusive projects, NPV can differ from IRR rankings — always use NPV for final decision
MM says debt is always better because of tax shieldsMM WITH taxes says 100% debt maximizes value — unrealistic because it ignores bankruptcy/distress costs (static tradeoff fixes this)
MM II says WACC decreases as leverage increasesMM II with NO taxes: WACC is CONSTANT (rising cost of equity offsets cheaper debt). MM WITH taxes: WACC decreases as leverage increases (tax shield not offset by distress costs in the basic model)
Pecking order prefers debt over equityCorrect — but the #1 preference is internal funds (retained earnings), not debt
Classifying a shutdown plant as a governance issueStranded asset from new regulations = Environmental ESG factor, not governance
Assuming all current assets are equally liquidInventory is the LEAST liquid current asset — that's why quick ratio excludes it; cash ratio excludes both inventory and receivables