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SOURCES OF BUSINESS FINANCE
The assets of a company are therefore
Pierre Vernimmen
Corporate
Finance
Theory and Practice
Pascal Quiry
Maurizio Dallocchio
Yann Le Fur
Antonio Salvi
Corporate Finance
This book is unique ... one of the ultimate study and reference guides for European nanciers from students
to CFOs. The French-language versions of theVernimmenhave been for me some of the most helpful and trusted companions throughout my professional career. Dan Arendt, Corporate Finance partner at Deloitte in LuxembourgThis book is particularly useful for those people who look for the bridge between strategic, operational and investment
decisions on one hand, and nancial accounts on the other. The authors approach, which consists of guiding the reader
from nancial accounting to most complex deals that have strategic implications for rms, is new and very useful. I would
recommend this book to those who want to succeed in both the in-house and the external consulting world, as well as in
the area of Corporate Finance. Stephan Dertnig, Vice President, Moscow Oce, The Boston Consulting GroupIm glad to hear that Vernimmens unique book on nance is now available for English-speaking readers. I have known
this excellent book for many years, which all professionals can easily use when they need to go back to the basics of
modern Corporate Finance. Smartly written, thorough, lively, and regularly updated. I strongly recommend it to everyone ...
from the debutant in nance to high-level experts. Learning withVernimmenis a real pleasure.Antoine Giscard dEstaing, CFO of Danone
VernimmensCorporate Finance, long overdue in English, is an outstandingly clear and complete manual, a wonderful
merger of practice and theory. Its coverage of the market aspects of Corporate Finance and of European practices
distinguishes its content, but its treatment of all the material makes it essential reading for the student, nancier or
industrialist.¨d Business School, Oxford University, UK
This book was the rst nance book I read as a student in my twenties. I read it again in my thirties to review some of the
key nance challenges I was facing in my professional life. Now, in my forties, I am reviewing it once more to compare the
reality I have to face now in Asia, with the most advanced nancial concepts. I have never been disappointed and have
always been able to nd the appropriate answer to my questions, as well as food for thought. I am sure my children will
read it when I am in my fties, asVernimmenis not just another book on nance: this is nance as a life experiment.
I strongly recommend this book to all the corporate managers facing new questions or challenges in their professional
lives, especially in an international multi-currency context. You do not need to be a nance expert to enjoy reading it, as
its really easy to understand, with enough explanations, concrete examples...and humour, to help you jump successfully
into the most sophisticated theories. But, if you are an expert, you will also nd food for thought, as its methodological
bases are strong enough to satisfy the most demanding CFO. Jean-Michel Moutin, CFO, Louis Vuitton Asia Pacic-JapanUnderstanding Corporate Finance is key to successful company management. From a bankers point of view, a good
understanding of Corporate Finance is crucial to assist a company. TheVernimmen, written for Europeans by Europeans is
a most useful reference for the student as well as the practitioner. The style of the book is concise, yet every conceivable
aspect of Corporate Finance is covered. Complemented by an exhaustive website containing summaries of key concepts, of
formulae, and of nancial statements from a wide range of companies, theVernimmenis a must. Michael Rockinger, Professor of Finance, Director of the Institute of Banking and Finance,HEC & FAME, University of Lausanne, Switzerland
This book eciently bridges nancial theory and practice, and encapsulates everything a Corporate Finance banker will
ever need to know and understand. It is obvious that the authors are passionate about nance, and their enthusiasm is
contagious. Written in an easy and accessible style, this book deserves to become a reference work. Jan Zarzycki, Director, Equity Capital Markets, Deutsche BankPierre Vernimmen
Corporate
Finance
Theory and Practice
Pascal Quiry
Maurizio Dallocchio
Yann Le Fur
Antonio Salvi
Copyright#2005 John Wiley & Sons Ltd, The Atrium, Southern Gate, Chichester,West Sussex PO19 8SQ, England
Telephone: (þ44) 1243 779777
Email (for orders and customer service enquiries): cs-books@wiley.co.ukVisit our Home Page onwww.wiley.com
All Rights Reserved. No part of this publication may be reproduced, stored in a retrieval system or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, scanning or otherwise, except under the terms of the Copyright, Designs and Patents Act 1988 or under the terms of a licence issued by the Copyright Licensing Agency Ltd, 90 Tottenham Court Road, London W1T 4LP, UK, without the permission in writing of the Publisher. Requests to the Publisher should be addressed to the Permissions Department, John Wiley & Sons Ltd, The Atrium, Southern Gate, Chichester, West Sussex PO19 8SQ, England, or emailed to permreq@wiley.co.uk, or faxed to (þ44) 1243 770620. Adapted and updated from the original French, rst published by E´ditions Dalloz, Paris, 1994
(sixth edition 2005). Designations used by companies to distinguish their products are often claimed as trademarks. All brand names and product names used in this book are trade names, service marks, trademarks orregistered trademarks of their respective owners. The Publisher is not associated with any product or
vendor mentioned in this book. This publication is designed to provide accurate and authoritative information in regard to the subject matter covered. It is sold on the understanding that the Publisher is not engaged in rendering professional services. If professional advice or other expert assistance is required, the services of a competent professional should be sought.Other Wiley Editorial Ofces
John Wiley & Sons Inc., 111 River Street, Hoboken, NJ 07030, USA Jossey-Bass, 989 Market Street, San Francisco, CA 94103-1741, USA Wiley-VCH Verlag GmbH, Boschstr. 12, D-69469 Weinheim, Germany John Wiley & Sons Australia Ltd, 42 McDougall Street, Milton, Queensland 4064, Australia John Wiley & Sons (Asia) Pte Ltd, 2 Clementi Loop #02-01, Jin Xing Distripark, Singapore 129809 John Wiley & Sons Canada Ltd, 22 Worcester Road, Etobicoke, Ontario, Canada M9W 1L1 Wiley also publishes its books in a variety of electronic formats. Some content that appears in print may not be available in electronic books.British Library Cataloguing in Publication Data
A catalogue record for this book is available from the British LibraryISBN-13 978-0-470-09225-5 (PB)
ISBN-10 0-470-09225-4 (PB)
Project management by Originator, Gt Yarmouth, Norfolk (typeset in 10/12pt Times and Meta) Printed and bound in Great Britain by Scotprint, Haddington, Scotland This book is printed on acid-free paper responsibly manufactured from sustainable forestry in which at least two trees are planted for each one used for paper production.About the authors
Pascal Quiryis an adjunct nance teacher in the leading French business school HEC Paris, and a managing director at BNP Paribas Corporate Finance, specialising in M&A transactions for listed companies. Maurizio Dallocchiois the current Dean of the leading Italian business school Bocconi (Milan) and Lehman Brothers Chair of Corporate Finance. He is also a board member of several listed and unlisted companies and is one of the most distinguished Italian authorities on nance. Yann Le Furis a corporate nance teacher at HEC Paris business school and an investment banker with Mediobanca in Paris (after several years with Schroders and Citigroup). Antonio Salviis an Assistant Professor of Finance at Bocconi and the University of Venice where he teaches Corporate Finance. His areas of research cover cost of capital, structure of debt nance and corporate governance. Pierre Vernimmen, who died in 1996, was both an M&A dealmaker (he advisedLouis Vuitton on its merger with Moe
¨t Henessy to create LVMH, the world luxury
goods leader) and a nance teacher at HEC Paris. His book,Finance d"Entreprise, was and still is the top-selling nancial textbook in French-speaking countries and is the forebear ofCorporate Finance: Theory and Practice. The authors of this book wish to express their profound thanks to the HEC Paris Business School and Foundation, ABN Amro, Barclays, BNP Paribas, DGPA, HSBC, Lazard, and Nomura for their generous nancial support; also Matthew Cush, Robert Killingsworth, John Olds, Gita Roux, Steven Sklar and Patrice Carlean-Jones who helped us tremendously in writing this book.Summary
Foreword by Richard Rollxvi
Prefacexviii
List of frequently used symbolsxxii
1What is corporate finance?1
Section I
Financial analysis
15Part One
Fundamental concepts infinancial analysis
172Cash flows19
3Earnings29
4Capital employed and invested
capital 445Walking through from earnings tocash flow
576Getting to grips with consolidatedaccounts
737How to cope with the most complexpoints in financial accounts
94Part Two
Financial analysis andforecasting
1218How to perform a financial
analysis 1239Margin analysis: Structure155
10Margin analysis: Risks178
11Working capital and capitalexpenditures
19312Financing217
13Return on capital employed and
return on equity 23214Conclusion of financial analysis252
Section II
Investment analysis
259Part One
Investment decision rules
26115The financial markets263
16The time value of money and Net
Present Value (NPV)
29017The Internal Rate of Return (IRR)309
18Incremental cash flows and otherinvestment criteria
32719Measuring value creation345
20Risk and investment analysis367
Part Two
The risk of securities and thecost of capital
38521Risk and return387
vii22The cost of equity419
23From the cost of equity to the
cost of capital 44324The term structure of interest
rates 461Section III
Corporate financialpolicies
473Part One
Financial securities
47525Enterprise value and financial
securities 47726Debt securities485
27Managing net debt512
28Shares538
29Options556
30Hybrid securities577
31Selling securities601
Part Two
Capital structure policies
63532Value and corporate finance637
33Capital structure and the theory
of perfect capital markets 65734The tradeoff model668
35Debt, equity and options theory698
36Working out details: The design
of the capital structure 716Part Three
Equity capital and dividendpolicies
75337Internal financing: Reinvesting cash
flow 75538Returning cash to shareholders:Dividend policies
76839Capital increases792
Section IV
Financial management
809Part One
Valuation and financialengineering
81140Valuation813
41Choice of corporate structure844
42Taking control of a company873
43Mergers and demergers894
44Leveraged buyouts (LBOs)912
45Bankruptcy and restructuring923
Part Two
Managing net debt andfinancial risks
93746Managing cash flows939
47Asset-based financing956
48Managing financial risks972
Glossary992
Index1002
Vernimmen.com1031
Cribsheet1032Summary
Contents
Foreword by Richard Rollxvi
Prefacexviii
List of frequently used symbolsxxii
1 What is corporate finance?1
1.1 The financial manager is first and foremost a salesman...1
1.2...of financial securities...4
1.3...valued continuously in the financial markets7
1.4 Most importantly, he is a negotiator...10
1.5...and he remembers to do an occasional reality check!11
Section I Financial analysis15
Part One Fundamental concepts in financial analysis172 Cash flows19
2.1 Operating and investment cycles20
2.2 Financial resources22
3 Earnings29
3.1 Additions to wealth and deductions to wealth29
3.2 Different income statement formats34
4 Capital employed and invested capital44
4.1 The balance sheet: definitions and concepts45
4.2 The capital-employed analysis of the balance sheet47
4.3 A solvency-and-liquidity analysis of the balance sheet51
4.4 A detailed example of a capital-employed balance sheet53
5 Walking through from earnings to cash flow57
5.1 Analysis of earnings from a cash flow perspective57
5.2 Cash flow statement61
6 Getting to grips with consolidated accounts73
6.1 Consolidation methods73
6.2 Consolidation-related issues80
6.3 Technical aspects of consolidation85
7 How to cope with the most complex points in financial accounts94
7.1 Accruals95
7.2 Construction contracts95
7.3 Convertible bonds and loans96
7.4 Currency translation adjustments97
7.5 Deferred tax assets and liabilities97
7.6 Dilution profit and losses99
7.7 Exchangeable bonds100
7.8 Goodwill100
7.9 Intangible fixed assets101
7.10 Inventories104
7.11 Leases106
7.12 Mandatory convertible bonds108
7.13 Off-balance-sheet commitments108
7.14 Preference shares110
7.15 Perpetual subordinated loans and notes111
7.16 Provisions111
7.17 Stock options115
7.18 Tangible fixed assets116
7.19 Treasury shares117
Part Two Financial analysis and forecasting121
8 How to perform a financial analysis123
8.1 What is financial analysis?123
8.2 Economic analysis of companies125
8.3 An assessment of a companys accounting policy137
8.4 Standard financial analysis plan138
8.5 The various techniques of financial analysis139
8.6 Ratings142
8.7 Scoring techniques143
8.8 Expert systems144
9 Margin analysis: Structure155
9.1 How operating profit is formed156
9.2 How operating profit is allocated166
9.3 Financial assessment167
9.4 Pro forma income statements (individual and consolidated accounts)172
9.5 Case study: Ericsson172
10 Margin analysis: Risks178
10.1 How operating leverage works178
10.2 A more refined analysis provides greater insight182
10.3 From analysis to forecasting: the concept of normative margin187
10.4 Case study: Ericsson188
11 Working capital and capital expenditures193
11.1 The nature of working capital193
11.2 Working capital turnover ratios197
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