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MARKET ORGANISATION

  1. Financial Assets vs. Real Assets: Financial assets are paper or digital claims on cash flows (stocks, bonds, derivatives), while real assets are tangible physical things that produce value directly (factories, land, gold). Example: A share of Apple stock is a financial asset (a claim on Apple's profits); the factory where Apple assembles iPhones is a real asset.
  2. Debt Securities: These are simply IOUs where the borrower promises to repay the principal plus interest. They are legally binding contracts. Example: You buy a $1,000 corporate bond that pays 5% interest. The company legally owes you $50 a year plus your $1,000 back at the end.
  3. Equity Securities: These represent ownership in a company. Common stock gives you a residual claim (you get what's left after debts are paid) and voting rights. Preferred stock is a hybrid: it pays fixed dividends like a bond but usually has no voting rights. Example: If a company goes bankrupt, bondholders get paid first. Common stockholders get whatever scraps are left (usually zero). Preferred stockholders sit in the middle.
  4. Pooled Investment Vehicles: These structures pool money from many investors to buy a portfolio of assets. Mutual funds trade once a day at a set price; ETFs trade all day like stocks. Asset-backed securities (ABS) are pools of loans (like car loans) packaged into a tradeable bond. Example: Instead of buying 50 separate stocks yourself, you buy one share of an S&P 500 ETF (like SPY), which instantly gives you exposure to all 500 companies.
  5. Derivatives: These are contracts whose value is "derived" from an underlying asset (like a stock or oil price). They include forwards, futures, options, and swaps. Example: An airline buys an oil futures contract. The value of that contract goes up or down based entirely on the price of jet fuel, not because the contract itself produces anything.
  6. Forward vs. Futures Contracts: Both are agreements to buy/sell something later at a set price. Forwards are private, custom deals between two parties (risky if one side defaults). Futures are standardized contracts traded on an exchange (safer because the exchange guarantees the trade). Example: A farmer agrees privately with a cereal company to sell wheat at $5/bushel in June (Forward). Or, the farmer sells a standardized "5,000 bushels of wheat" contract on the Chicago Mercantile Exchange (Future).
  7. Options: A "call" option gives you the right to buy an asset at a set price; a "put" option gives you the right to sell it. You pay a premium for this right, but you aren't forced to use it. Example: You pay $5 for a call option to buy Apple at $150. If Apple goes to $200, you use the option and make a profit. If Apple stays at $140, you let the option expire and only lose the $5 premium.
  8. Swaps: Two parties agree to exchange cash flows. An interest rate swap typically involves trading a fixed interest payment for a floating (variable) one. Example: Company A has a loan with a variable interest rate that scares them. They swap payments with Company B, who agrees to pay the variable rate in exchange for receiving a steady 4% fixed rate from Company A.
  9. Brokers vs. Dealers: Brokers are agents who find a buyer for your sell order (like a real estate agent) and charge a commission. Dealers trade from their own inventory (like a car dealership), buying low and selling high to make a profit. Example: A broker connects you to someone selling 100 shares of Tesla. A dealer actually owns the 100 shares and sells them directly to you from their own stash.
  10. Markets: "Primary" markets are where new securities are created and sold (IPOs). "Secondary" markets are where investors trade existing securities with each other (the stock market). "Money markets" are for short-term debt (under 1 year); "Capital markets" are for long-term equity and debt. Example: When Facebook went public, it sold shares in the primary market to big banks. Now, when you buy Facebook stock on Robinhood, you are trading in the secondary market with another investor, not Facebook itself.
  11. Best-efforts offering means the investment bank only tries to sell the securities and does not guarantee the amount raised; unsold shares are returned to the issuer.
  12. Underwritten offering means the investment bank guarantees the funds by buying the entire issue from the issuer and then reselling it to investors, taking on the risk of unsold shares.
  13. Money markets exclusively trade debt instruments with maturities of one year or less.
  14. Capital markets trade instruments where the investment duration is longer than one year, including both equities and fixed-income securities.
  15. When an issuer sells additional units of a previously issued security to the public, this transaction is referred to as a: Seasoned Offering.

  16. Bid price is the highest price a buyer is willing to pay, and ask price is the lowest price a seller is willing to accept. You sell at bid price and buy at ask price

  17. In order-driven markets, no central dealer exists; instead, traders submit limit orders that rest in the order book, creating a decentralized liquidity pool. The reason explains the functional equivalence: a standing limit buy order is an offer to buy at a specified price, just like a dealer bid; a standing limit sell order is an offer to sell, just like a dealer ask. Both are consumed by marketable orders (market or aggressive limit orders). The key distinction is that in order-driven markets, liquidity provision is distributed across many participants—some may be market-makers, but many are public traders with no special status.
  18. Cumulative preferred shares require the issuer to pay any omitted dividends to preferred shareholders before paying dividends to common shareholders.
  19. Good-till-canceled (GTC) order stays active until it is filled or the investor cancels it; example: you place a buy order at $90 for a stock trading at $100 and it remains open for weeks until the price hits $90 or you cancel it.
  20. Hidden or iceberg order shows only a small part of a large order to the market to avoid moving prices; example: an institution wants to buy 100,000 shares but displays only 5,000 at a time, with new pieces appearing as each is filled.
  21. Stop orders are conditional: a stop-sell becomes valid after the market trades at or below the stop price; a stop-buy becomes valid at or above the stop price.
  22. This feedback loop creates momentum and often leads to execution away from the stop price, especially in fast-moving or illiquid markets. The key is causality: stop orders mechanically convert price moves into order flow in the same direction, reinforcing trends and degrading execution quality for the stop-order user.
  23. Execution instruction specifies how an order should be executed in the market, controlling price–speed trade-offs; examples include market orders (immediate execution at best available price) and limit orders (execution only at a specified price or better).
  24. The process where the investment bank lines up subscribers who will buy the security and compiles a 'book' of orders is specifically called book building
  25. Initial offering prices in the secondary market often rise immediately following an IPO, but this effect is less pronounced in a seasoned offering primarily because: the conflict of interest for underwriters is less important in a seasoned offering, as secondary market trading helps identify the proper price.
  26. In a shelf registration, a corporation sells shares directly into the secondary market over time rather than in a single large transaction.
  27. The underwriting fee paid by the issuer in an underwritten public offering is the spread, which is the difference between the price the underwriters pay the issuer for the shares and the price at which they sell those shares to the public.
  28. The underwriting fee is classified as a reduction of equity, not an expense; it is netted against additional paid-in capital (or share premium) because it is a direct cost of issuing shares.
  29. The investment bank has dual roles. As agents for the issuer, they should seek a high price to raise the most money. However, as underwriters, they have strong incentives to choose a low price. A low price allows them to allocate valuable shares to benefit their clients. A high price exposes them to the direct cost of having to buy overvalued, undersubscribed shares and potentially providing price support in the secondary market. This conflict tends to lower initial offering prices.
  30. Validity instruction specifies how long an order remains active before it expires if not executed; examples include day orders (expire at market close) and good-till-canceled orders (remain until filled or canceled).
  31. Clearing instruction specifies how and where the trade will be settled after execution, including settlement method, account, or clearing system, ensuring proper delivery of securities and cash.
  32. A rights offering lets existing shareholders buy new shares in proportion to what they already own, usually at a discount; these rights can be traded for cash, and once they separate, the share price falls to the theoretical ex-rights price (TERP) to reflect the new shares being issued.
  33. Immediate-or-Cancel (IOC) allows for partial execution; the unfilled portion is cancelled immediately.
  34. All-or-Nothing (AON) requires full execution but does not mandate immediacy; the order can wait on the book until the full size is available.
  35. Fill-or-Kill (FOK) combines two constraints: the order must be filled in its Entirety (Fill-or-Kill part) and Immediately** (Implied by Kill).
  36. If you use your rights, your ownership stays the same; if you don't, your stake gets diluted, but you can sell the rights for cash so you are not worse off in value terms. Market signal: rights offerings are often viewed as weaker than public offerings because they are commonly used when firms want cheap capital quickly or have limited access to external equity markets.
  37. IPO includes - Newly issued shares sold by the company, and potentially shares sold by the company's founders and early investors.
  38. Initial margin is the money you must put in at the start to open a leveraged position; example: if a stock costs $100 and initial margin is 40%, you pay $40 and borrow $60.
  39. Maintenance margin is the minimum equity you must keep after the trade is open; example: if maintenance margin is 25%, your equity must always be at least $25 on a $100 stock, or you get a margin call.
  40. Variation margin is the daily cash adjustment based on price changes, common in futures; example: if your futures position loses $5 today, you must pay $5 today to restore the margin balance.

MODULE 40.1: INDEX WEIGHTING METHODS

  1. Price return vs total return: A price return index reflects only changes in constituent prices, while a total return index assumes all dividends and interest are reinvested. The headline S&P 500 is a price return index, while Germany's DAX is quoted as a total return index, which is why naive comparisons are misleading. At inception PRI = TRI.

  2. Price return index level $$ V_{PRI}=\frac{\sum_{i=1}^{N} n_i P_i}{D}$$ The divisor (D) is defined at inception to scale the index to a base value. Its numerical value is later adjusted only to maintain continuity when mechanical events occur (stock splits, spin-offs, constituent changes), so the index does not show artificial gains or losses. Real-world hook: in the Dow Jones Industrial Average, Apple's stock split changed its price but not its economic value; the adjusted divisor prevented the Dow from falsely jumping.

  3. Price return (security or index): Measures only price change.
\[PR_i=\frac{P_{i1}-P_{i0}}{P_{i0}}\]

At the index level:

$\(PR_I=\sum w_i\,PR_i\)$ Dividends/interest are ignored.

  1. Total return = what investors actually earn: Adds income to price change.
\[TR_I=\frac{V_{PRI1}-V_{PRI0}+Inc_I}{V_{PRI0}}\]

Over time, total return always exceeds price return when dividends exist.

  1. Price-weighted index (PWI): Each stock’s weight is proportional to its price. High-priced stocks dominate; stock splits mechanically reduce their weight unless the divisor is adjusted. Simple to compute but economically arbitrary. Equivalent replication: hold one share of each constituent. Examples: DJIA, Nikkei.
  2. Equal-weighted index (EWI): Each stock has the same weight. Implicitly rebalances back to equal weights; leads to higher turnover and a small-cap/Value tilt. Return ≈ arithmetic average of constituent returns. Matching requires frequent rebalancing to equal dollar amounts → higher transaction costs.
  3. Market-cap-weighted (value-weighted) index (MCWI): Weights are proportional to market capitalization. Buy-and-hold friendly; low turnover. Replicable by buy-and-hold of constituents at initial cap weights (aside from corporate actions). Momentum/large-cap tilt and tends to overweight overvalued names and underweight undervalued ones.
  4. Float-adjusted market-cap-weighted: Same as MCWI but uses free-float shares (excludes closely held/government stakes) to better reflect investable, tradable supply.
  5. Fundamental-weighted index: Weights based on fundamentals (book value, earnings, cash flow, dividends, sales). Intentionally value-tilted; higher turnover from periodic reconstitution.
  6. Rebalancing vs. reconstitution: Rebalancing restores target weights (e.g., equal weight each quarter). Reconstitution updates membership (adds/drops). Both create transaction costs and potential index effects.

MEMORISE

  • Core methods: Price-weighted, Equal-weighted, (Float-adjusted) Market-cap-weighted, Fundamental-weighted.
  • Biases: PWI → high-price bias; EWI → small-cap/value tilt + turnover; MCWI → large-cap/momentum tilt; Fundamental → value tilt.
  • Divisor: adjust D to maintain index continuity after splits/spin-offs/changes; no economic gain/loss from mechanical events.

INDEX WEIGHTING NUMERICAL

Problem: Three stocks A, B, C. At t0: prices (A=50, B=20, C=10); shares (A=1, B=2, C=5). At t1: prices (A=55, B=18, C=12). No dividends. Compute t0→t1 returns for: Price-weighted, Equal-weighted, and Market-cap-weighted indices. Assume PWI divisor at t0 is D0=1 (base index), no corporate actions.


Solution: - Individual returns: RA = 10%, RB = −10%, RC = 20%.

Price-weighted (PWI) levels and return:

\[I_0=\frac{50+20+10}{1}=80\qquad I_1=\frac{55+18+12}{1}=85\]
\[R^{\mathrm{PWI}}=\frac{85-80}{80}=6.25\%\]

Equal-weighted (EWI) return:

\[R^{\mathrm{EWI}}=\frac{1}{3}\big(10\% - 10\% + 20\%\big)=6.67\%\]

Market-cap-weighted (MCWI) weights and return:

\[w_A=\frac{50}{140}=0.3571\quad w_B=\frac{40}{140}=0.2857\quad w_C=\frac{50}{140}=0.3571\]
\[R^{\mathrm{MCWI}}=0.3571\cdot 10\%+0.2857\cdot(-10\%)+0.3571\cdot 20\%=8.93\%\]

PRICE-WEIGHTED DIVISOR ADJUSTMENT (SPLIT)

Problem: Three stocks A, B, C. End of Day 1 prices: $10, $20, $90. The price-weighted index uses divisor \(D_1=3\), so index level is 40. On Day 2, C executes a 2-for-1 split (no other price changes). What divisor \(D_2\) keeps the index level unchanged at the split instant?


Solution: - Post-split C price = 90/2 = 45.

\[\frac{10 + 20 + 45}{D_2} = 40\quad \Rightarrow\quad D_2 = \frac{75}{40} = 1.875\]

Explanation: - Adjust the divisor so mechanical events (splits) do not change the index. Economic value unchanged; only the share count/price split changes.

MODULE 40.2: USES AND TYPES OF INDEXES

  1. For commodities, 'quantity outstanding' is ambiguous (total reserves? annual production? stored inventory?). Because there is no universally accepted market cap equivalent for a physical good's futures contract, index providers must invent weighting rules. Common methods include equal weighting, global production values (e.g., S&P GSCI), or perceived importance determined by a committee. This leads to significant heterogeneity across different commodity indexes.
  2. Large-cap, mid-cap, and small-cap definitions vary across different index providers because there is no universally agreed definition
  3. In contrast to the capitalization weighting common in equity indexes, hedge fund indexes typically use: Equal Weighting
  4. A commodity index will generate a positive roll yield when the futures market is in Backwardation.

ROLL YIELD

You hold a futures contract. Time passes.

  • Futures must converge to spot at expiry.
  • If today’s futures price is above spot, it will drift down.
  • If today’s futures price is below spot, it will drift up. That drift, holding spot constant, is roll yield.
  • The total return of a commodity index is calculated as the sum of the collateral yield, the spot price return, and the Roll Yield.
  • REIT valuations are driven by market-to-book ratios and earnings multiples, not a 'securitization premium.' REITs often trade below appraised values, not above.
  1. Rebalancing vs Reconstitution: Rebalancing resets weights back to targets (usually quarterly). It matters most for equal-weighted indexes; price- and cap-weighted adjust via prices. Reconstitution adds/drops constituents when they no longer meet criteria (bankruptcy, delisting); committee judgment applies. Additions tend to push prices up; deletions down.
  2. Uses of indexes:
  3. Reflection of market sentiment: provide representative market returns (DJIA is popular but only 30 stocks, not broad).
  4. Benchmark of manager performance: benchmark must match manager’s approach/style (e.g., value vs growth; small vs large).
  5. Measure of market return and risk: asset-class expected return and standard deviation are estimated from index histories.
  6. Measure of beta and risk-adjusted return: use an index as market proxy to estimate beta (CAPM) and expected return; compare to actuals.
  7. Model portfolio for index funds: mutual funds, ETFs, and private portfolios replicate index returns.
  8. Equity index types:
  9. Broad market: captures >90% of market value; e.g., Wilshire 5000 (>6,000 stocks).
  10. Multi-market: combines countries by region (e.g., Latin America), development (emerging), or global (e.g., MSCI World).
  11. Multi-market with fundamental weighting: country sub-indexes cap-weighted; countries weighted by a fundamental (e.g., GDP) to avoid overweighting past winners.
  12. Sector: industry groups (health care, financials, consumer goods); used for cyclical analysis, PM evaluation, and index products.
  13. Style: by market cap and value/growth. Definitions vary (absolute thresholds or relative ranks). Classification often via P/E or dividend yield. Stocks migrate across styles → higher turnover than broad market.
  14. Fixed-income indexes:
  15. Many dimensions: issuer/collateral, coupon, maturity, credit risk (investment grade vs high yield), inflation protection; across sectors/regions/development levels.
  16. Issues: very large universe; dealer markets and infrequent trading mean providers rely on dealer quotes; bonds mature → high turnover. Replication is difficult and expensive; constituent counts vary widely.
  17. Alternative investment indexes:
  18. Commodities: based on futures (not spot) for grains/livestock/metals/energy. Weighting differs (equal, production value, or fixed) → very different exposures and risk/return. Examples: Thomson Reuters/CoreCommodity CRB, S&P GSCI.
  19. Real estate: appraisal-based indexes, repeat-sales indexes, and REIT indexes.
  20. Hedge funds: managers report voluntarily → indexes vary substantially and have an upward bias.
  21. Global index characteristics: Most widely used global security indexes are market capitalization-weighted with float adjustments; number of constituents varies.

MEMORISE

  • Rebalancing: resets weights; key for equal-weighted. Reconstitution: changes membership; index effects on added/dropped names.
  • Uses: sentiment, benchmarking (match style), market return/risk, CAPM beta and expected return, model portfolios (index funds/ETFs).
  • Types: broad market, multi-market (incl. GDP-weighted by country), sector, style (higher turnover due to migration).
  • Fixed income: huge, illiquid, dealer-priced, high turnover → hard/expensive to replicate.
  • Alternatives: commodity indexes use futures and vary by weighting; real estate (appraisal/repeat-sales/REIT); hedge funds (voluntary reporting, upward bias).

Quick checks

  • Equal-weighted: Needs frequent rebalancing to match index returns; price/cap-weighted typically don’t.
  • Style indexes: Expect higher constituent turnover due to migration across size/value-growth buckets.
  • Commodities: Futures-based; weights differ widely → different risk/return; don’t equate with spot.
  • Fixed income: Dealer quotes + illiquidity → replication is non-trivial and costly.
  • Most global indexes: cap-weighted with float adjustment.

rebalance or reconstitute?

problem: an index committee removes 3 soon-to-mature bonds and 1 defaulted bond, and inserts 4 actively traded bonds. what happened?


solution: reconstitution (membership change), not rebalancing (weight reset).

COMMODITY INDEXES ≠ SPOT PRICES

  • Commodity indexes are built from futures prices, not spot commodity prices.
  • Index providers use different weighting schemes (equal, production value, fixed), so exposures vary a lot across indexes.
  • Consequence: A commodity index’s return can differ materially from the change in spot commodity prices over the same period.

MODULE 41.1: MARKET EFFICIENCY

  1. In an efficient market, prices already reflect all available information, so they're fair estimates of value; the return you earn is just pay for risk, not for being clever — in short, you can't consistently beat the market.
  2. When markets are efficient, passive investing makes sense because active trading gets eaten up by fees and costs; only when prices are genuinely wrong does active investing have a chance to add value.
  3. Prices move only on surprises, not on expected news: earnings up 45% is good, bad, or irrelevant depending entirely on what the market had already priced in.
  4. Market value is the asset's current price, while intrinsic (fundamental) value is what a fully informed, rational investor would be willing to pay; in highly efficient markets, the two usually line up, but in less efficient markets active investors try to buy below intrinsic value and sell above it.
  5. Intrinsic value is based on fundamentals — for a bond, this means coupon, maturity, default risk, liquidity, and other key characteristics. Intrinsic value is constantly changing as new (unexpected) information becomes available.
  6. Information + attention: markets are more efficient when lots of participants track them and when information is public, timely, and equally available. Fewer analysts, poor disclosure, or selective leaks ⟶ slower price adjustment and mispricing.
  7. Ability to trade and correct prices: arbitrage and short selling pull prices back to fair value, but only if trading is easy. High transaction costs, low liquidity, funding limits, or short-sale constraints let wrong prices survive.
  8. Costs decide real efficiency: markets are efficient if, after all information, trading, and funding costs, no positive risk-adjusted returns are left. Beating the market before fees doesn't count if you lose after fees.
  9. When we talk about market efficiency ⟶ We talk about return adjusted for risk. For this you need a model for expected returns such as CAPM.
  10. Weak Form Efficiency:
  11. Costs decide real efficiency: markets are efficient if, after all information, trading, and funding costs, no positive risk-adjusted returns are left. Beating the market before fees doesn’t count if you lose after fees.
  12. When we talk about market efficiency → We talk about return adjusted for risk. For this you need a model for expected returns such as CAPM.
  13. Technical analysis seeks to earn positive risk-adjusted returns by using historical price and volume (trading) data. These guys just harvest risk premia.
  14. Weak Form Efficiency:
    1. Market prices reflect all the information in the historical market data. An investor cannot achieve positive risk-adjusted returns on average by using technical analysis because past price and volume (market) information will have no predictive power.
    2. Trading on fundamentals or Trading on private information can still give you an edge.
  15. Semi-Strong-Form Efficiency:
    1. Current security prices fully reflect all publicly available market and non information.
    2. Trading on private information can still give you an edge.
  16. Strong-Form Efficiency:
    1. Security prices fully reflect all information from both public and private sources.
    2. You just can't beat the market.
  17. Tests indicate that mutual fund performance has been inferior to that of a passive index strategy.
  18. The majority of evidence is that anomalies are not violations of market efficiency but are due to the research methodologies used.
  19. Event studies test semi-strong efficiency: they ask whether you can make abnormal profits after public news. In developed markets, prices adjust almost immediately, so the null holds. Example: Apple launches a new iPhone, the stock barely moves on launch day because it's already priced in. In less efficient markets, even well-known events (like Diwali sales numbers) can lead to slow, multi-day price reactions.
  20. Market Anomalies break market efficiency. Momentum is an anomaly. Small cap outperforming Large cap is an anomaly (Size Effect). Low P/E ratio stocks outperform High P/E ones (Value Effect). Price action die to earning surprises persist for days, IPOs are typically underpriced, NAV of closed end MF is undervalued.
  21. Information cascade: less-informed investors copy early, better-informed traders; if the early movers truly have superior information, this herding can actually help prices move closer to intrinsic value rather than distort them.

MODULE 42.1: TYPES OF EQUITY INVESTMENTS

VOTING
  1. Suppose I have 30% equity (30 shares) in a company and 9 directors are to be elected. Under Statutory Voting, I cast all of my 30 votes to one director. However, under cumulative voting, I can spread out 10 votes to 3 directors or all 30 votes to one director. Cumulative voting helps minority shareholders get representation on the boards.
  2. Class A shares (GOOGL) - 1 vote per share.
    Class B shares (GOOG) - 10 votes per share.
    Class C shares (GOOCV) - No voting rights.
    This dual-class structure allows founders to retain control with fewer shares.
PREFERENCE SHARES

MISTAKE

Preference shares do NOT have voting rights. Only common shares have voting rights. Participating preference shares mean they participate in extra profits beyond fixed dividend. NOT voting rights.

  1. Participating Preference Shares: Fixed dividend plus extra dividends if profits exceed a threshold. Non-Participating Preference Shares: Fixed dividend only. No sharing in excess profits. Liquidation claim limited to par value.
  2. Convertible Preference Shares: Can be converted into common stock at a pre-set conversion ratio.
  3. Cumulative Preference Shares If dividends are skipped, they accumulate. Arrears must be paid before common dividends. Strong investor protection.
  4. Dividends are paid only if declared by the board. No declaration → no dividend → no legal breach. In cumulative preference shares they accumulate and would be paid later, in non-cumulative they are lost forever.

MODULE 42.2: FOREIGN EQUITIES AND EQUITY RISK

  1. When capital flows freely across borders, markets are said to be integrated.
  2. Listing on a foreign exchange increases firm transparency because of more disclosures and firm's publicity.
  3. Direct investing is buying foreign firm's stock on a foreign exchange. The investment and return are denominated in a foreign currency.
  4. A depository receipt lets you own a foreign company while trading in your local market and currency; a depository bank holds the actual foreign shares and handles dividends and corporate actions. You buy Toyota Motor Corporation ADR (TM) on the NYSE in USD. The real Toyota shares trade in Japan, while JPMorgan holds those shares, converts Toyota's yen dividends into dollars, and pays them to ADR holders.
  5. Sponsored DR: issued with company involvement; investors usually get voting rights and better disclosure. Unsponsored DR: issued without company involvement; voting rights stay with the bank and disclosures are lighter.

Remember

With sponsored DR, the foreign investor gets voting rights. With unsponsored DR, the foreign investor does NOT get voting rights.

  1. Global Depository Receipts are issued outside both the firm's home country and the U.S., typically trade in London or Luxembourg, are often USD-denominated, and avoid capital-flow restrictions—making it easier for global investors to invest. Firms list them where investors already recognize the company. Tata Motors has GDRs traded in London, letting international investors buy exposure to Tata Motors in USD without dealing with Indian market restrictions.

Remember

GDRs are USD denominated. Less restrictions. Investors do not care about local currency.

  1. ADRs trade in the U.S., in USD, and usually require SEC registration. Some are also privately placed (Rule 144A or Regulation S receipts). ADS (American Depository Share): the actual underlying share of the foreign company that sits in its home market.
  2. Level I ADR trade OTC, and cheap to list. Level II ADR trade on Exchanges and are expensive to list. Both these CANNOT raise capital in US.

LEVEL I and LEVEL II ADRs

They cannot raise capital in US. Level 2 is expensive and requires more disclosures than Level 1

  1. Level III is listed on exchange and CAN raise capital in US.
  2. If it's listed publicly, SEC is involved. In all Level I, II and III, SEC registration is required.
  3. Rule 144A allows private listing. It is cheap and SEC is not involved. It can raise capital in US.
  4. Cumulative preferred: the missed amounts accrue and must be paid before any common dividends. Missed because board does not want to pay the dividend today and wants to postpone it.
  5. Non-cumulative preferred: Missed dividends are forfeited (but common still can’t be paid unless preferred is paid for the current period).

MODULE 43.1: COMPANY ANALYSIS: PAST AND PRESENT

LOS:

  1. Describe the elements that should be covered in a thorough company research report.
  2. Determine a company’s business model.
  3. Evaluate a company’s revenue and revenue drivers, including pricing power.
  4. Evaluate a company’s operating profitability and working capital using key measures.
  5. Evaluate a company’s capital investments and capital structure.
  1. Think like this: before you value a stock, you need to know what this business actually is, how it makes money, where the cash leaks out, and whether management is putting capital into smart places or stupid places.
  2. A proper company research report is not just “buy, hold, or sell.” It should tell you the company story, the industry setting, the financial engine, the valuation, and the risks that can make your thesis look foolish.
  3. Initial report is the big onboarding document. Subsequent report is the update memo after earnings, guidance changes, or a change in recommendation.
  4. Common items in a thorough report: Recommend Model Industry Value Risk RM_IVR
    • Security name, identifiers, recommendation, and target price.
  5. A simple explanation of the business model and strategy.
  6. Industry size, growth, competition, and external pressures.
  7. Historical financial analysis and the forecast model.
  8. Valuation using more than one lens.
  9. Risks on both the downside and upside.
  10. If a report jumps straight to valuation without telling you how the machine works, be suspicious. That is how people talked themselves into stories like WeWork, where the “tech platform” narrative sounded glamorous but the underlying business was still a very old-fashioned lease-long, rent-short office model.

WHY BUSINESS MODEL COMES FIRST

Suppose I tell you two companies both grew revenue by 25%. That sounds identical, but it means completely different things if one is Costco, which sells bulk essentials with tiny margins and membership fees, and the other is Ferrari, which sells fewer cars but keeps pricing power through brand prestige. Same growth number. Totally different engine. One may need more stores, more workers, and more inventory to keep growing. The other may grow mainly because rich buyers are willing to pay more. This is the right definition because the business model tells you the cause, while the financial statements only show you the effect.

  1. To determine a business model, ask five boring questions and answer them brutally honestly: (What Whom Reach Payment Dependency (WWRPD))
  2. What is the company selling? Product, service, subscription, brokerage, platform access, financing, or some mix.
  3. To whom is it selling? Mass-market consumers, hospitals, governments, software developers, luxury buyers, small merchants.
  4. How does it reach the customer? Stores, app, sales force, distributors, online marketplace. Customers reach out to Boeing while Spotify runs ads to reach customers via App Store.
  5. How does it get paid? Upfront, subscription, commission, installment, advertising, membership. Boeing does a contract today and might get paid 5 years later, while Spotify will charge you in advance and deliver service later.
  6. What does it rely on to operate? Suppliers, labor, brand, patents, warehouses, software, licenses, payment networks. Boeing relies on suppliers, patents, licenses, technology while Spotify relies on software and brand.
  7. MoviePass looked like a subscription business, but the economics were upside down. Customers paid a low monthly fee while MoviePass reimbursed cinemas at near full ticket prices. The story sounded modern; the unit economics was broken. Think using the unit economics mental model: does the company recover the cost to make one unit (on average).
  8. Information sources for business model work:
  9. Annual report and quarterly filings.
  10. Earnings calls and investor presentations.
  11. Company website, stores, app, or physical properties.
  12. Industry reports, trade publications, and general news.
  13. Your own primary research such as store visits, surveys, or product checks.
  14. Think Costco: low margins on merchandise, recurring membership income, limited assortment, fast inventory turnover, and a low-cost operating model. That is why membership fees matter so much. They are not side income. They are the cushion that makes the whole model attractive.

MEMORISE

  • Research report = recommendation + business model + industry + financial analysis + valuation + risks.
  • Business model = what is sold, to whom, how it is delivered, how the firm gets paid, and what it depends on.
  • A bad model can wear a good story. Never confuse narrative with economics.
  1. Revenue analysis starts after you understand the model. For most companies, revenue is the first line to attack because if your revenue forecast is wrong, the rest of the model becomes decorative nonsense.
  2. There are two clean ways to break revenue down:
  3. Bottom-up: start from units, stores, users, average selling price, subscriptions, or segment revenue.
  4. Top-down: start from market size, market share, and broad drivers such as economic growth.
  5. In plain English, bottom-up asks, “How many burgers did McDonald’s sell and at what price?” Top-down asks, “How big is the quick-service burger market and what share does McDonald’s own?”
  6. Both views matter. Bottom-up helps you see the gears. Top-down stops you from writing fantasy. If your model says a company will double sales in a market that is barely growing, you had better have a very good market-share story.
  7. Revenue formulas to keep in your head:
\[ \text{Revenue} = \text{Price} \times \text{Volume} \]
\[ \text{Revenue} = \text{Market Size} \times \text{Market Share} \]
  1. Watch for cannibalisation. If Starbucks opens too many stores in the same area, the new store may steal traffic from the old one. Total company revenue may rise, but store economics quietly get worse.
  2. Pricing power is one of the most important ideas in equity analysis. It means the company can raise prices, or keep economic terms favorable, without killing demand.
  3. Apple has pricing power. It can charge a premium for an iPhone because brand, ecosystem, and switching costs are real. A generic memory-chip producer usually has much less pricing power because the product is easier to compare and buyers can switch.
  4. The acid test is not just “Did price go up?” The real test is: Did price go up without volume collapsing, and did margins hold or improve?
  5. This is where famous consumer scandals teach a useful lesson. In the 1970s, Coca-Cola had enough brand power to push through price increases repeatedly. But when New Coke tried to tamper with the emotional bond customers had with the brand, consumers revolted. Pricing power is real, but brand trust is part of it.
  6. If costs rise 5% and the company can raise prices only 2%, the firm is not in control. The customer or the industry is.

Revenue and pricing - Important Points

  • Use bottom-up when the business has clear drivers such as stores, users, rooms, seats, or shipments.
  • Use top-down when market size and market share are visible.
  • Rising price with steady volume is good. Rising price with collapsing volume is not pricing power, it is self-harm.
  • Rising margin is usually stronger evidence of pricing power than rising price alone.
  1. Now come operating profitability and working capital. This is where you ask: after selling the stuff, how much money does the business actually keep, and how much cash gets trapped in the day-to-day machine?
  2. Main profitability measures:
  3. Gross margin = how much is left after direct cost of sales.
  4. Earnings before interest, taxes, depreciation, and amortisation margin = profit before financing, tax, and the big non-cash wear-and-tear charges.
  5. Earnings before interest and taxes margin = operating profit after depreciation and amortisation.
  6. Gross margin is a rough clue about product economics. Operating margin tells you what survives after the full operating machine has eaten.
  7. A luxury company like Hermès can keep very high margins because it has brutal pricing power and disciplined supply. A supermarket cannot. Its job is to sell huge volume on thin margins and survive through efficiency.
  8. Fixed versus variable costs matter because they tell you how violently profit will move when sales move.
  9. A software business often has high fixed cost up front and low variable cost per extra customer. Once the product is built, each extra subscription is beautiful. A hotel or airline also has heavy fixed costs, but with much uglier economics when demand falls because the empty room or empty seat dies that night.
  10. That is why a downturn crushes high-fixed-cost businesses. The revenue falls quickly, but the costs do not politely follow.
  11. Degree of operating leverage tells you how sensitive operating profit is to sales: $$ \text{Degree of Operating Leverage} = \frac{\% \text{ change in operating profit}}{\% \text{ change in sales}} $$
  12. Working capital is the money stuck in receivables, inventory, and payables. It is boring, but it can quietly make a mediocre business look healthy or make a healthy business look sick.
  13. Core working-capital rhythm: $$ \text{Cash Conversion Cycle} = \text{Days Sales Outstanding} + \text{Days of Inventory on Hand} - \text{Days Payables Outstanding} $$
  14. Say those in plain English:
  15. Days sales outstanding tells you how long customers take to pay.
  16. Days of inventory on hand tells you how long inventory sits before sale.
  17. Days payables outstanding tells you how long the company takes to pay suppliers.
  18. Costco is a real-world case. Customers pay almost immediately at checkout, inventory moves fast, and suppliers often get paid later. That can create negative working capital, which means suppliers are partly financing the business. That is not distress. That is power.
  19. Compare that with a troubled construction company waiting months to get paid while raw materials pile up and subcontractors demand cash. Same balance-sheet heading, completely different reality.
  20. Do not worship negative working capital blindly. For a retailer, it can be great. For a struggling firm that delays payments because it is desperate, it is a warning sign.

WORKING CAPITAL TRAP

Negative working capital is not automatically bad. For a strong retailer, it can mean customers pay now and suppliers fund the shelf. For a weak company, it can mean the bills are being kicked down the road because cash is tight. Always ask why the number is negative.

  1. Capital investments and capital structure come next. This is the section where you ask, “Management got capital from investors. Did they use it intelligently?”
  2. Common sources of capital are operating cash flow, debt issuance, equity issuance, and asset sales.
  3. Common uses of capital are capital expenditure, acquisitions, working capital build, debt repayment, dividends, and share repurchases.
  4. Good analysts trace this almost like a detective story. If a company keeps issuing equity and then burns the cash on weak acquisitions, you are watching value destruction in slow motion.
  5. AOL-Time Warner is the classic cautionary tale. Big strategic language, giant merger, terrible capital allocation outcome. The lesson is simple: a big deal is not the same thing as a smart deal.
  6. The big question is whether the company earns more on invested capital than investors require.
\[ \text{Return on Invested Capital} > \text{Weighted Average Cost of Capital} \]
  1. If return on invested capital stays above weighted average cost of capital, management is creating value. If it stays below, the company may still report accounting profits while quietly destroying investor wealth.
  2. Capital structure tells you how much of the business sits on debt versus equity. More debt can boost return on equity in good times, but it also makes bad times much uglier.
  3. Degree of financial leverage measures how sensitive net income is to changes in operating income:

DEGREE OF FINANCIAL LEVERAGE

\[ \text{Degree of Financial Leverage} = \frac{\% \text{ change in net income}}{\% \text{ change in operating income}} \]
  • The denominator asks: “How much did the business engine move?”
  • The numerator asks: “How much did the shareholders’ leftover profit move?”
  • So the ratio tells you how strongly financing structure amplifies business performance into equity profit. If the ratio is:>
  • = 1: almost no financial leverage effect
  • > 1: debt is amplifying gains and losses
  • much > 1: small operating changes can create very large swings in net income
  1. If a company already has high operating leverage, slapping on high debt is like driving faster on an icy road. You may get there sooner, but the crash is nastier.
  2. This is why the curriculum example likes a conservative balance sheet. Thin operating margins plus heavy debt would be a stupid combination.
  3. Final common-sense checklist for this module:
  4. Understand the business model before touching valuation.
  5. Break revenue into drivers you can explain out loud.
  6. Judge pricing power through margins, not management poetry.
  7. Treat working capital as a business-model clue, not just a formula box.
  8. Judge management by capital allocation, not slide-deck confidence.

MEMORISE

  • Revenue can be built bottom-up or top-down. Use both when possible.
  • Pricing power = ability to raise price or maintain terms without losing volume and while protecting margin.
  • High fixed costs create operating leverage. Debt creates financial leverage.
  • Cash conversion cycle tells you how much cash the operating machine eats or releases.
  • Return on invested capital above weighted average cost of capital = value creation.

MODULE 43.2: REVENUE, PROFITABILITY,AND CAPITAL

  1. To calculate margin always divide by Sales. For example: $\(\text{Contribution Margin} = \frac{\text{(P - Var. Cost)} \times \text{Qty}}{\text{Revenue}}\)$

Remember

Operating Profit is EBIT (not EBITDA, not PAT or PBT)

  1. Degree of Operating Leverage: By what percentage my operating profit moves with 1% change in sales $$ \text{DOL} = \frac{\Delta \% \text{EBIT}}{\Delta\% \text{Revenue}} $$
  2. Degree of Financial Leverage By what percentage my net profit moves with 1% change in EBIT or operating profit $$ \text{DFL} = \frac{\Delta \% \text{PAT}}{\Delta\% \text{EBIT}} $$ Think in limits, suppose a firm is 0% leveraged, then \(\Delta \% \text{PAT} = \Delta \% \text{EBIT}\), which implies DFL = 1 (no financial leverage). High DFL means each borrowed buck magnifies outcomes: more upside when EBIT rises, more pain when it falls.
  3. Total Leverage = \(DOL \times DFL\) $$ \text{TL} = \frac{\Delta \% \text{PAT}} {\Delta\% \text{Revenue}} $$

MODULE 44.1: INDUSTRY ANALYSIS

LOS

  1. Describe the purposes of, and steps involved in, industry and competitive analysis.
  2. Describe industry classification methods and compare methods by which companies can be grouped.
  3. Determine an industry’s size, growth characteristics, profitability, and market share trends.
  1. Do not analyse a company in a vacuum. First ask: what kind of battlefield is this business fighting in? A strong company in a rotten industry can still disappoint you. A merely decent company in a beautiful industry can make you look smart.
  2. Industry analysis helps you do three things.

WHAT INDUSTRY ANALYSIS IS DOING FOR YOU

  1. Improve forecasts, because industry forces shape prices, costs, market share, and margins.
  2. Identify investment opportunities, because sometimes the best insight is not “this company is great” but “this whole industry is getting structurally better or worse.”
  3. Estimate the industry base rate. In plain English, competition keeps pulling firms back toward the normal profitability of the industry unless they have a real edge.
  1. Think of it like airlines versus luxury software. Even a brilliantly run airline still faces brutal fuel costs, fixed costs, and price wars. Meanwhile a decent software company with sticky customers can often earn much better returns. The ceiling is different before the management team even shows up.
  2. During the dot-com bubble, many investors behaved as if “internet” itself was a business model and an industry analysis. It was neither. Companies with no moat were valued like kings simply because they were in a fashionable narrative. Right now it is happening for AI.
  3. The step-by-step flow is simple.

INDUSTRY ANALYSIS FLOW

  1. Define the industry.
  2. Survey the industry: size, growth, profitability, market share.
  3. Study the structure using Porter’s Five Forces.
  4. Study outside pressures using political, economic, social, technological, legal, and environmental analysis.
  5. Judge where the company sits inside that landscape.

WHY INDUSTRY ANALYSIS MATTERS

Suppose you are comparing a cigarette company and a semiconductor company. The cigarette company may barely grow volume, face taxes, lawsuits, packaging restrictions, and constant public hostility. The semiconductor company may face brutal cycles, but if demand for artificial intelligence chips explodes, the whole industry can re-rate upward. Same stock market. Totally different gravity. That is why industry analysis comes before you fall in love with management commentary. The industry tells you what kind of game is being played, and the company tells you how well it plays that game.

  1. GICS: Sector ⟶ Group ⟶ Industry ⟶ Sub-industry [SGISub]
    ICB: Industry ⟶ Supersector ⟶ Sector ⟶ Subsector [ISSS]
    TRBC: Economic sector ⟶ Business sector ⟶ Group ⟶ Industry ⟶ Activity [EBGIA] G for Group, S always for Sector, B for business, I for Industry

  2. How to classify? c

CLASSIFICATION RULES

  1. Single business: classify in that business.
  2. Multiple businesses: use the one with ≥60% revenue.
  3. If not: use ≥50% of revenue, profit, or assets.
  4. If still unclear: use judgment or label conglomerate.
  1. These schemes are useful, but do not worship them. They are filing cabinets, not reality. Amazon.com is the classic headache. Is it retail? Is it cloud computing? Is it logistics? If you blindly accept one label, you can miss the economics of the segment that actually makes the money.
  2. Strict hierarchies create a real problem: multi-business firms get shoved into one box. That box may be legally tidy and analytically useless.
  3. Geography matters too. A hospital in France and a hospital in the United Arab Emirates may both be “healthcare services,” but reimbursement rules, regulation, and patient behaviour can be so different that throwing them together tells you very little.
  4. Other ways to group companies could be on the basis of business cycle, geography, financial measures, or environmental, social, and governance scores. Consumer staples and utilities are usually defensive. Industrials, materials, and many consumer discretionary businesses are usually cyclical.
  5. Industry size = sales of the product or service you are actually studying, not total corporate sales. If a company sells USD 100 billion of total revenue, but only USD 40 billion comes from smartphones, then for smartphone industry sizing you use USD 40 billion, not the full company sales.
  6. Growth industries still have room to penetrate their addressable market. Mature industries are already saturated and tend to grow roughly with the broader economy or even shrink if substitutes steal demand. Semiconductors can still behave like a growth industry. Tobacco is the classic mature or declining example.
  7. Characterise growth in two dimensions.

GROWTH CHECK

  1. How fast is it growing?
  2. How sensitive is it to the business cycle?
  1. Mature does not mean dead. It just means the easy land grab is over. A mature grocery chain grows differently from a young software platform. One mostly rides population, inflation, and share shifts. The other may still be grabbing new users at a fast clip.
  2. Profitability: use return on invested capital (the return earned on operating capital regardless of debt mix) where possible, because it is cleaner than return on equity when firms use very different leverage. If that is hard to get for an entire industry, use operating margins for major listed players as a practical shortcut.
  3. Market share =
\[ \text{Firm Revenue} \div \text{Industry Size} \]
  1. Do not obsess over the exact last decimal place of market share. The trend matters more than the point estimate. If Netflix keeps taking share from linear television, that trend tells you far more than whether its exact share this quarter is 12.1% or 12.4%.
  2. Herfindahl-Hirschman Index (industry concentration) = sum of squared market shares. Use whole percentages, not decimals.
\[ \text{Herfindahl-Hirschman Index} = \sum s_i^2 \]

HERFINDAHL-HIRSCHMAN INDEX RULE OF THUMB

  1. Less than 1,500 = low concentration.
  2. 1,500 to 2,500 = moderate concentration.
  3. More than 2,500 = high concentration.
  1. Why concentration matters: if ten firms all have tiny shares and sell similar products, they usually fight harder on price. If two or three giants dominate, price discipline is easier. Not guaranteed, but common.
  2. Good cautionary example: the airline industry has become more concentrated in many markets, yet competition can still be vicious because the product is easy to compare and fixed costs are brutal. So concentration helps, but it is not a magic wand.

MEMORISE

  • Industry analysis tells you the base rate for growth and profitability before you judge the company.
  • Define the industry first, then survey size, growth, profitability, and market share.
  • Third-party classifications are useful shortcuts, not truth handed down by God.
  • Market share trend matters more than one exact point estimate.
  • High concentration often softens competition, but only if products are not easy to compare and undercut.

HERFINDAHL-HIRSCHMAN INDEX QUICK NUMERICAL

Problem: An industry has three firms with market shares of 50%, 30%, and 20%. Find the Herfindahl-Hirschman Index and classify the industry.


Solution:

\[ 50^2 + 30^2 + 20^2 = 2,500 + 900 + 400 = 3,800 \]

The industry is highly concentrated because 3,800 is above 2,500.

Explanation: You square the shares because concentration should punish dominance more heavily. A market with one giant and many tiny players is much more concentrated than a market with evenly spread shares.

Quick checks

  • Size the industry using the relevant product sales, not total company revenue.
  • If the company has many segments, ask which segment actually belongs in your industry definition.
  • Compare industry growth with gross domestic product growth to judge whether the industry is mature or still in a growth phase.
  • If you use Herfindahl-Hirschman Index, use 50, not 0.50.

MODULE 44.2: INDUSTRY STRUCTURE AND COMPETITIVE POSITIONING

  1. Of the five forces described next, if some or all of them are strong, then firms will likely earn zero or close to zero economic profits (return on invested capital minus cost).
  2. Porter's Five Forces (internal analysis of industry) > Rivalry, new entrants, and substitutes usually make life worse for profits. Strong customer power squeezes price. Strong supplier power squeezes cost.

    1. Rivalry: Rivalry is highest when many similar firms face slow growth and high fixed costs, forcing price cuts to stay at full capacity. Delta Air Lines, United Airlines, and American Airlines cut fares aggressively because planes, fuel contracts, and crews are fixed costs and demand grows slowly.
    2. Barriers to Entry: Saudi Aramco and ExxonMobil face little new competition because oil production needs billions in drilling, refining, and scale.
    3. Threat of substitutes: Substitutes cap pricing by making demand more price-sensitive. A patented drug maker such as Pfizer may enjoy pricing power until a substitute, generic, or alternative treatment appears.
    4. Bargaining power of buyers: Buyers of addictive goods such as cigarettes have low bargaining power because they are less likely to switch on small price changes.
    5. Bargaining power of suppliers: A critical supplier with unique technology can squeeze the industry. Taiwan Semiconductor Manufacturing Company, the company that manufactures advanced chips for Apple and others, is a better example than Microsoft here because it literally sits inside the hardware supply chain. 3.1 Porter’s Five Forces is just a pressure map. You are asking who can hurt industry profits and how badly. If everyone around the firm has a knife, returns stay low. If the firm is surrounded by weak players and loyal customers, returns stay high.

WHY PORTER'S FIVE FORCES WORKS

Imagine you open a tea stall outside a college. If ten other tea stalls open next to you tomorrow, students can compare prices in ten seconds. Your profit dies. If milk suppliers double prices, your profit dies. If students switch to a coffee vending machine, your profit dies. If the college itself opens a subsidised café, your profit dies. That is the whole model. It is just a disciplined way of asking: who can squeeze me, replace me, copy me, or outlast me? This is the right framework because long-run industry profit is determined less by one heroic company and more by the bargaining power and alternatives around it.

  1. Threat of new entrants is high when it is cheap and easy to enter. Restaurants are the classic example. Tens of thousands open every year. Banking is the opposite: licenses, regulation, trust, and compliance make entry slow and expensive.
  2. New entrants are weaker when incumbents enjoy the following advantages.

WHAT KEEPS NEW ENTRANTS OUT

  1. Network effects. Visa and Mastercard become more useful as more cardholders and merchants join.
  2. Economies of scale. A cloud-computing giant spreads fixed server costs over massive volume.
  3. Economies of scope. A retailer with pharmacies, petrol stations, and stores can leverage the same real estate and customer traffic.
  4. Brand loyalty. Red Bull or Marlboro are harder to copy than generic flour or sugar.
  5. Switching costs. A company running its operations on SAP software cannot casually switch on a Friday afternoon.
  1. Threat of substitutes asks a different question: if the customer does not buy this product, what else solves the same problem?
  2. Streaming video was the substitute that hurt cable television. Video calls became a substitute for a lot of business travel. Plant-based meat is trying to become a substitute for animal protein.
  3. Substitutes matter even when they look “different.” A restaurant is a substitute for cooking at home. A gaming subscription is a substitute for some other entertainment spending. The customer budget is one pool.
  4. Bargaining power of customers rises when buyers are concentrated, products are standardised, the product is a big chunk of their budget, or they can build the thing themselves.
  5. Bargaining power of suppliers rises when suppliers are few, specialised, hard to replace, or costly to switch away from. This is why semiconductor manufacturing, aircraft engines, and some specialised software inputs give suppliers real power.
  6. Rivalry among existing competitors is often the nastiest force in the room. High fixed costs, slow growth, little differentiation, and many equal-sized competitors make price wars more likely. Airlines, autos, and generic drugs are famous for this.
  7. The generic-drug business is a great example. Once patents expire, several manufacturers can sell chemically identical pills. Customers do not care who made them. Price competition gets ugly very fast.
  8. A useful real-world scandal memory hook: when Boeing pushed hard on production and competition with Airbus, the pressure of rivalry, cost control, and execution created terrible downstream consequences in the 737 MAX saga. That was not “Porter’s Five Forces” alone, but it is a reminder that competitive pressure can push firms into bad decisions.
  9. After Five Forces, look outside the industry using political, economic, social, technological, legal, and environmental analysis. This is less about current profitability and more about where the world may be pushing the industry next.
  10. Political: tariffs, subsidies, healthcare reimbursement, defence spending, fuel policy, sanctions. Oil and defence are obvious political industries.
  11. Economic: growth, inflation, interest rates, exchange rates. Car sales and housing are very exposed because they depend on financing costs and consumer confidence.
  12. Social: demographics, habits, fashion, wellness trends, public opinion. Lululemon benefited from the wellness trend. Tobacco suffered from the opposite kind of social trend.
  13. Technological: sustaining versus disruptive innovation. Sustaining innovation improves the existing product. Disruptive innovation changes the game. Cable television improved for years in a sustaining way; streaming disrupted it.
  14. Legal: lawsuits, restrictions, packaging rules, approvals, licensing, data privacy, antitrust. Tobacco and cannabis are full of legal risk. So are big technology platforms.
  15. Environmental: emissions rules, waste rules, water usage, land restrictions, climate transition risk. Utilities, autos, airlines, and energy cannot ignore this anymore.
  16. Real-world example: Netflix disrupted cable television. That was not just a technology story. It was also a social shift in how people wanted to watch content, an economic shift in how households budgeted entertainment, and a competitive shock to the old bundled cable model. Good industry analysis notices that these forces often move together.
  17. Now come competitive strategies.

THE THREE BIG COMPETITIVE PATHS

  1. Cost leadership: be the low-cost machine.
  2. Differentiation: offer something customers genuinely value and cannot easily compare on price alone.
  3. Focus: serve a narrow group better than broad rivals can.
  1. Walmart is the classic cost leadership story. Apple is the classic differentiation story. A niche luxury safari lodge serving a very specific type of wealthy traveller is a focus story.
  2. Cost leadership works when customers are price-conscious and product differences are small. The weapons are scale, discipline, supply-chain efficiency, cheap distribution, and ruthless cost control.
  3. Differentiation works when customers care about quality, brand, service, design, convenience, or ecosystem. The danger is that the premium becomes absurd and customers stop paying for the sparkle.
  4. Focus works when a narrow group has distinct needs that larger firms serve badly or uneconomically. A premium pilgrimage-tour operator or a software product made only for small dental clinics can win this way.
  5. The dangerous place is being stuck in the middle. You are not cheapest, not special, and not targeted. That is where mediocre companies go to die slowly.

MEMORISE

  • Five Forces asks who can squeeze long-run industry profits: entrants, substitutes, buyers, suppliers, and rivals.
  • Political, economic, social, technological, legal, and environmental analysis looks at outside forces changing growth and market-share dynamics.
  • Sustaining innovation improves the old game. Disruptive innovation changes the game.
  • Competitive strategy usually fits one bucket: cost leadership, differentiation, or focus.
  • A firm should defend against industry forces, fit external trends, and have the resources to execute.

HERFINDAHL-HIRSCHMAN INDEX AND REGULATORY RISK

Problem: Four firms have market shares of 30%, 30%, 20%, and 20%. A regulator wants to know whether the industry is already concentrated before a merger review. Find the Herfindahl-Hirschman Index.


Solution:

\[ 30^2 + 30^2 + 20^2 + 20^2 = 900 + 900 + 400 + 400 = 2,600 \]

The industry is highly concentrated because the Herfindahl-Hirschman Index is above 2,500.

Explanation: Once concentration is already high, regulators become much more nervous about mergers because fewer rivals usually means softer price competition.

Quick checks

  • Five Forces is about industry profitability. Political, economic, social, technological, legal, and environmental analysis is more about outside forces changing growth and share.
  • If the product is easy to compare and switching is easy, assume stronger customer power or stronger rivalry.
  • If the firm needs patents, licences, heavy capital, or network scale, assume lower threat of new entrants.
  • When judging strategy, ask three things: does it defend against the forces, fit the outside trends, and can management actually execute it?
  1. PESTLE (external analysis):
    1. political, Trump may impose tariffs on your raw materials and you are bankrupt. Eg: Post tariff children toy industry in US.
    2. economic, Economic cycles affect your business, an upcoming interest rate hike might wreck your leveraged business.
    3. social, This is how society reacts to a business, for example, don't try starting a beef factory in India (although its legal, but don't).
    4. technological, streaming video disrupted cable television; this is not a prettier cable box, this is a different business model.
    5. legal, plain packaging rules, lawsuits, and advertising restrictions changed tobacco economics for decades.
    6. environmental, stricter emissions rules can make life harder for airlines, autos, and fossil-fuel producers while helping cleaner alternatives.

MODULE 46.2: DIVIDEND DISCOUNT MODELS

  1. What I’m actually valuing is cash to me. DDM = PV of all future dividends. If dividends are messy, I use FCFE as “what could be paid.”
  2. For short holds, I discount dividends I’ll get and the sale price. For long holds, I push to a point where growth is steady and drop in a terminal value.
  3. Gordon (constant) growth is the workhorse. V0 = D1/(r − g). Only if (Required Rate) r > g (Dividend Growth) and the business is in “stable mode.” Common exam trap: plugging D₀ directly. Growth rate is strictly less than the required rate of return.
  4. Gordon Growth Model is appropriate for valuing company that has stable growth.

MULTI STAGE GROWTH

A stock's current dividend is $5.00. Dividends are expected to grow at 10% for three years, then 5% thereafter. With a required return of 15%, the intrinsic value?

D1 = 5.5, D2 = 6.05, D3 = 6.655 = 13.73

Perpetual value = 6.655(1.05) / 0.15 - 0.05 = 6.98 / 0.10 = 69.8

Intrinsic Value = 69.8 / (1.15)

VALUATION OF PREFERRED STOCK

A preferred stock has a par value of $100, pays a 5% annual dividend, and matures in exactly 4 years. The required rate of return is 6%. What is its value?


Preferred stock will pay 5% or $5 for 4 years. Value it like a bond: N = 4, I/Y = 6, PMT = 5, FV = 100 → PV = 96.53

  1. Preferred Dividend is just a level perpetuity: V0 = D/r.
  2. Sustainable growth: \(g = (1-\text{payout})\times ROE\). Growth comes only from retained earnings earning ROEg = b × ROE

  3. Multistage logic: add PV of high-growth dividends + PV of the terminal value set one period before constant growth starts.

  4. If there’s no dividend yet, I anchor the first dividend, compute terminal value at t = (first dividend − 1), and discount back.

MEMORISE

  • Finite horizon (sell at N): $\(V_0 = \sum_{t=1}^{N} \frac{D_t}{(1+k_e)^t} + \frac{P_N}{(1+k_e)^N}\)$
  • Constant growth (Gordon): $\(V_0 = \frac{D_1}{k_e - g},\; k_e>g\)$
  • Preferred (g = 0): $\(V_0 = \frac{D}{k_p}\)$
  • Sustainable growth: \(g = (1-\text{payout})\times ROE\) Growth comes only from retained earnings earning ROEg = b × ROE Notation I use
  • D0 = just paid; D1 = next dividend. P_t = price at end of Year t. V0 = value today.
  • ke = required return on common; kp = required return on preferred; g = dividend growth.
  • b = retention = 1 − payout; ROE = return on equity.

[!tip] Quick checks (exam mindset) - “just paid/recently paid” → D0. “will pay/expected to pay” → D1. Gordon always uses D1. - Check ke > g. If they’re too close, tiny tweaks blow up the value. - Terminal value sits one period before the first constant-growth dividend. - If dividends are unreliable, cross-check with FCFE or a justified multiple.

[!question] MULTI-PERIOD DDM Problem: — D0 = 1.50, g = 8%, ke = 12%, P3 = 51.00. Find V0. Solution: — D1 = 1.62, D2 = 1.75, D3 = 1.89. PV(divs) ≈ 4.19. PV(P3) = 36.30. V0 ≈ 40.49. Explanation: — Add PV of the near dividends and the sale price. Don’t overthink it.

[!question] GORDON GROWTH VALUE Problem: — D0 = 1.50, g = 8%, ke = 12%. Find V0 and how much comes from growth. Solution: — D1 = 1.62. V0 = 1.62/0.04 = 40.50. — Zero-growth value = 1.50/0.12 = 12.50 → value from growth ≈ 28.00. Explanation: — The ke − g spread drives everything. Narrow spread → big value.

[!question] NO CURRENT DIVIDEND → FIRST DIV AT t=4 Problem: — First dividend at Year 4; E4 = 1.64; payout = 50%; g = 5%; ke = 10%. Find V0. Solution: — D4 = 0.82. V3 = 0.82/0.05 = 16.40. V0 = 16.40/1.10^3 = 12.33. Explanation: — Set terminal at t=3 (one period before first dividend), then discount.

[!question] TWO-STAGE (SUPER-NORMAL → STABLE) Problem: — D0 = 1.00; g* = 15% for two years, then gc = 5% forever; ke = 11%. Find V0. Solution: — D1 = 1.15; D2 = 1.3225; D3 = 1.3886. — P2 = 1.3886/0.06 = 23.144. — V0 ≈ 1.15/1.11 + 1.3225/1.11^2 + 23.144/1.11^2 ≈ 20.90. Explanation: — Cash flows in the crazy years get discounted directly; everything after that is the Gordon block at t=2.

Remember

  • Don’t force Gordon on negative or supernormal growth forever. Use a finite high-growth window, then stabilize g.
  • Preferred → use kp and level D. Common → ke and D1.

MODULE 46.3 - RELATIVE VALUATION MEASURES

  1. The economic principle underlying the method of comparables (using price multiples) is: Law of One Price
  2. Common valuation multiples include P/E, P/CF, P/S, and P/B. You can invent others (e.g., price per user), but the logic is unchanged.
  3. Book Value = Total Assets − Total Liabilities - Preferred Stock
  4. Multiples are per-share comparisons. The denominator must be per share.
  5. Justified P/E = what P/E should be given fundamentals. Market (non-justified) P/E = what P/E is. Undervalued/overvalued comes from comparing the two.
  6. Given reqd. discount \(k\), dividend growth \(g\), dividend \(D\) and price \(P\) $$ P_0 = \frac{D_1}{k-g} $$
  7. Divide both sides by expected EPS \(E_1\) $$ \frac{P_0}{E_1} = \frac{D_1/E_1}{k-g}$$
  8. At LHS, it is Justified P/E which is always leading. The denominator is expected earnings \(E_1\).
  9. Raising the dividend payout increases current cash to shareholders but reduces sustainable growth by cutting reinvestment. Higher dividends push value up; lower growth pulls value down. The effects offset. This trade-off is called dividend displacement of earnings.
  10. It is very important to understand the relationship of PE ratio to each of its parameters:
    • Payout Ratio ↑ PE multiple ↑
    • k ↑ PE Multiple ↓. High DE Ratio, or anything that signals higher risk would crank up required rate of return
    • g ↑ PE multiple ↑. Anything that signals higher future earnings would crank up g. For example, higher sales growth, bullish outlook etc.
  11. The disadvantages of multiples based approach is:
    • Comparable vs fundamental conflict: Tesla can look overvalued on peer P/E versus automakers, yet fair or undervalued on a DCF assuming high growth.
    • Accounting differences: SAP (IFRS) vs Oracle (US GAAP) can show different P/E or P/B purely due to R&D and revenue-recognition rules.
    • Cyclicality distortion: Delta Air Lines may show a very low P/E at peak earnings (looks cheap) and a very high P/E in a downturn (looks expensive), driven by the cycle, not mispricing.
  12. Enterprise value represents the total takeover cost: equity plus debt minus cash, because the acquirer assumes debt but also receives the cash.

WHAT IS EV?

A company is financed by:

Equity: owners’ money (shareholders).

Debt: borrowed money (lenders).

Preferred stock: a hybrid claim (often like “equity with fixed-like payments”).

If someone buys the whole company, they effectively take over all these claims.

2) Cash on the company’s balance sheet

Cash and short-term investments are money the buyer “gets” on day 1 after buying.

So cash reduces the net amount the buyer must effectively pay.

3) EV (Enterprise Value)

EV = equity value + preferred stock + debt − cash & short-term investments.

  1. EV is preferred when comparing firms with different capital structures; market cap alone can mislead.
  2. EV must be matched with earnings available to both debt and equity holders, which is why EV/EBITDA is used; when net income is negative, P/E breaks but EV/EBITDA still works. Firm A has EV = 1,000, EBITDA = 100 ⟶ EV/EBITDA = 10. Net income = −10, so P/E is meaningless, but valuation via EV still works.
  3. EBITDA can mislead because it ignores capital expenditures and can overstate cash flow. Eg: Vodafone Group often reports strong EBITDA, but heavy recurring capex on spectrum licenses and network upgrades absorbs most of the cash, so free cash flow remains weak despite attractive EV/EBITDA.

ASSET BASED VALUATION MODELS

Asset-based valuation starts from the balance sheet and estimates equity as fair value of assets minus liabilities, adjusting book values using depreciated cost, inflation-adjusted cost, or replacement cost because book ≠ market.

  1. Asset-based models struggle when intangibles dominate, so values are usually treated as a floor or liquidation value and work best only for tangible-asset-heavy or liquidation cases. Eg: Google has a brand, talent and data which makes tangible asset valuation meaningless.
  2. P/B fails when book value is not reliable.