Your SlideShare is downloading. ×
David Zion - The Official Web Site of the Financial ...
Upcoming SlideShare
Loading in...5
×

Thanks for flagging this SlideShare!

Oops! An error has occurred.

×

Saving this for later?

Get the SlideShare app to save on your phone or tablet. Read anywhere, anytime - even offline.

Text the download link to your phone

Standard text messaging rates apply

David Zion - The Official Web Site of the Financial ...

222
views

Published on


0 Comments
0 Likes
Statistics
Notes
  • Be the first to comment

  • Be the first to like this

No Downloads
Views
Total Views
222
On Slideshare
0
From Embeds
0
Number of Embeds
0
Actions
Shares
0
Downloads
4
Comments
0
Likes
0
Embeds 0
No embeds

Report content
Flagged as inappropriate Flag as inappropriate
Flag as inappropriate

Select your reason for flagging this presentation as inappropriate.

Cancel
No notes for slide

Transcript

  • 1. Accounting Issues and Analyst Research David Zion, CFA, CPA Accounting Analyst [email_address] (212) 538-4837 Date: January 2009
  • 2. Anything Remotely Related to Accounting
    • Written research
          • Pension Pressure . . . On Balance Sheets, Earnings and Cash Flows
          • Goodwill Impairments, Goodwill Going Bad
          • Focusing on Fair Value, Mark-to-Market Accounting
          • Derivatives Emerging from the Shadows, FAS 161 Increases Transparency
          • In Search Of . . . Other-Than-Temporary Impairments, More Write-Downs to Come?
          • Impairments, Not All Write-Offs Are Created Equal
          • Buyer Beware…Changing the Rules on M&A Accounting Again
          • Changing the Rules on Converts, Again, Earnings Weaker, Balance Sheets Healthier
          • The Magic of Pension Accounting, Part IV
          • Peeking Behind the Tax Curtain, FIN 48 Reveals Tax Risk
        • Accounting consultant
        • Customized product
  • 3. In Theory Investor’s Focus is on Future…
        • $$ Cash is king $$ $$ Show me the money $$
        • Risks – Sustainability of cash flow
        • Claims on cash flow
        • Growth of cash flow
    CASH FLOW … Many Use Earnings as a Shortcut
  • 4. What’s the Big Deal? Who Cares? It’s Just Accounting
      • A new accounting rule does not change the economics of a business, actual cash flows don’t change
        • However
        • It does take a different picture of the economics
        • If that picture provides investors with new insights about the sustainability, growth, risk, and potential claims on future cash flows, valuations could change
        • Don’t forget that the economics of a business can change if a company changes its behavior in response to a new accounting rule
    Biggest Impact is Change in Behavior
  • 5. Accounting Tells A Story
    • Problem: The reported results may not always reflect the underlying economics of the business
    • Lots of questions to ask…
      • What is quality of earnings and cash flows? In other words are they sustainable and generated by the core business?
      • Is the smooth consistent earnings stream, really smooth and consistent?
      • Why are the “nonrecurring” items, recurring?
      • Do acquisitions, transactions make business/economic sense?
      • How complex is capital structure? (If its complicated, why?)
      • How much of the capital structure is off-balance sheet?
      • Are there any significant commitments, contingencies, related party transactions? etc. etc. etc. etc. etc.
    Challenge is Figuring Out Whether it’s Fiction
  • 6. …More Questions
      • What are significant estimates, assumptions management makes in financial statements? How do they match up vs. peer group, historical, your own assumptions?
      • How did changes in assumptions impact financial statements and results? What is driving the results is it improved performance or changes in management assumptions?
      • How do important accounting policies match up vs. peer group? (Aggressive/Conservative) Are you comparing apples and oranges?
      • Has the company had to restate results, investigated by SEC or change auditors?
      • Does the company provide Plain English disclosure? Does it go above and beyond required disclosures? etc. etc. etc. etc. etc.
  • 7. Impairments
  • 8. Write-Offs, Write-Downs, Impairments
        • Do you know what a write-off is?
        • Economic impairment may not result in immediate accounting impairment
          • Could take time
          • Lots of management judgment
        • Could change expectations
          • Doesn’t affect current period cash flows…it does reflect management’s expectations of future cash flows…if that changes investor’s expectations it could change stock prices
    Market Should Be Way Ahead of Accountants on Impairments, Right?
  • 9. Goodwill Going Bad Don’t Ignore Goodwill Impairment Charges
        • S&P 1500 – 500 companies market cap less than book
        • 402 companies, estimated goodwill impairment, $469 billion
  • 10. Deferred Tax Assets, Need a Valuation Allowance? Now 69 Companies Deferred Tax Assets > 50% of Market Cap Highest Ratio of Deferred Tax Assets to Market Cap in the S&P 1500 US$ in millions 1 From the most recent annual filings as of January 17, 2008. 2 Market cap as of December 31, 2007. Note: Amounts may not recalculate due to rounding. Source: Company data, Credit Suisse estimates. 36% 150 54 (28) 82 SMP Standard Motor Prods 37% 342 126 (266) 392 HOV Hovnanian Entrprs Inc -Cl A 38% 91 34 (17) 51 CSAR Caraustar Industries Inc. 38% 1,935 733 - 733 KBH KB Home 45% 279 125 (35) 160 FMT Fremont General Corp. 50% 228 113 (8) 121 GGC Georgia Gulf Corp. 50% 1,008 504 - 504 ALK Alaska Air Group Inc. 55% 282 155 (307) 463 SPC Spectrum Brands Inc. 59% 210 123 (2) 125 ROIAK Radio One Inc. 64% 1,179 759 (151) 910 CBB Cincinnati Bell Inc. 72% 193 139 (5) 143 FRNT Frontier Airlines Holdings 98% 89 87 (1) 88 MESA Mesa Air Group Inc. 99% 198 197 (7) 204 TRX.B Tronox Inc. 171% 13,725 23,521 (7,180) 30,701 F Ford Motor Co. 368% $ 14,088 $ 51,823 $ (6,523) $ 58,346 GM General Motors Corp. Net Deferred Tax Assets / Market Cap Market Cap 2 Net Deferred Tax Assets 1 Valuation Allowance 1 Gross Deferred Tax Assets 1 Ticker Company
  • 11. Accounting for Investments in Debt & Equity Securities Economically Similar Investments Accounted for Differently (Based on Intent) = Earnings Management, Patchwork Balance Sheet, Lack of Comparability Source: Credit Suisse Accounting & Tax Research Realized gains and losses, investor’s share of investee’s earnings/losses and other-than-temporary impairments Cost, adjusted for investor’s share of investee's earnings/losses and dividends Ownership interests between 20% and 50% or investor can otherwise exercise "significant influence" Equity Realized gains and losses, dividend income and other-than-temporary impairments Historical Cost Ownership interests that are less than 20% where equity securities do not have a readily observable fair value Cost Realized gains and losses, interest income and other-than-temporary impairments Amortized cost Intent and ability to hold security until maturity Held-to-Maturity Realized gains and losses, interest/dividend income and other-than-temporary impairments Fair value with changes in fair value reported in other comprehensive income (equity) Any securities not classified in another category Available-for-Sale Changes in fair value along with interest/dividend income Fair value Securities held for a short period (active buying and selling), or any security where fair value option is applied Trading / Fair Value Option (FAS 159) Income Statement Balance Sheet Criteria Method
  • 12. Unrealized Losses on Investments in Debt & Equity Securities (Financial Sector) at 12/31/07 What the heck is other-than-temporary? Note: Amounts may not recalculate due to rounding. Source: Company data, Credit Suisse. US$ in millions $ (79,713) $1,991,293 $ (29,972) $ 939,376 $ (49,741) $ 1,051,917 Total - - - - - - Real Estate Management & Development - - - - - - Real Estate Investment Trusts (233) 10,740 (108) 7,596 (124) 3,144 Consumer Finance (5,446) 185,510 (2,535) 104,677 (2,911) 80,834 Commercial Banks (5,930) 160,171 (2,703) 81,117 (3,227) 79,054 Capital Markets (6,605) 275,898 (4,881) 195,012 (1,724) 80,886 Diversified Financial Services (21,352) 567,008 (8,131) 331,157 (13,220) 235,851 Thrifts & Mortgage Finance $ (40,148) $ 791,965 $ (11,613) $ 219,818 $ (28,536) $ 572,148 Insurance Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Industry Total 12 months or more Less than 12 months
  • 13. Impact of an Other than Temporary Impairment Charge Why does anyone care about Other-Than-Temporary Impairments? Source: Credit Suisse Accounting & Tax Research
        • Freddie Mac: “…the fair value of these investments has declined and may be further adversely affected by additional ratings downgrades or market events. These factors could negatively affect our core capital and results of operations, if we were to conclude that other-than-temporary impairments occurred.”
    ⇩ ⇩ No Change ⇩ ⇩ Cost ⇩ ⇩ No Change ⇩ ⇩ Equity ⇩ ⇩ No Change ⇩ ⇩ Held-to-Maturity No Change ⇩ ⇧ No Change ⇩ Available-for-Sale Total Equity (Book Value) Retained Earnings AOCI Assets Earnings Category Shareholders' Equity Balance Sheet Income Statement
  • 14. Fair Value Accounting, aka Mark-to-Market
  • 15. FAS 157, Fair Value Accounting
        • What Did it Change?
          • New disclosures (level 1, 2, 3)
          • Not very much, actually…
        • Defines Fair Value as an Exit Price:
          • Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
        • Subtle clarifications
          • Fair value is an exit price (could have been exit or entry before)
          • Must use “market participant” assumptions (i.e. not the company’s)
            • Even if you think market is undervaluing the asset
        • The accounting is not the problem, its reflecting an economic reality: Asset values are falling.
          • Real problem = overexposure to certain assets, poor risk management, mispriced risks, lots of leverage and asset-liability mismatch
    Has Been Blamed for Everything from Credit Crisis to Global Warming
  • 16. Fair Value Hierarchy How Reliable Are the Fair Value Measurements Source: Financial Accounting Standards Board, Credit Suisse, Company Data. Distressed debt, private equity, real estate, “exotic” derivatives, illiquid mortgage-backed securities High grade and high-yield corporate bonds, mortgage backed securities, corporate bank and bridge loans, loan commitments, less liquid listed equities, municipal bonds, physical commodities, over-the-counter derivatives such as interest rate swaps U.S. government and agency securities, foreign government debt, listed equities, money market securities Examples Mark-to-Model Mark-to-Market / Mark-to-Model Mark-to-Market In other words Unobservable inputs for the asset or liability. Company’s assumptions about market participant assumptions (i.e., assumptions-squared).
    • Inputs other than Level 1 quoted prices that are observable for the asset or liability either directly or indirectly, includes:
    • Quoted prices for similar assets or liabilities.
    • Quoted prices in markets that are not active.
    • Inputs other than quoted prices that are observable (e.g., yield curves, volatilities, prepayment speeds, credit risks, default rates, etc.)
    • Inputs that are derived from or corroborated by observable market data by correlation or other means (e.g., implied volatilities)
    Quoted prices in active markets for identical assets or liabilities FAS 157 Definition Least reliable Less reliable Most reliable Reliability Level 3 Level 2 Level 1
  • 17. How Much of the Balance Sheet is at Fair Value?
  • 18. What’s on the Balance Sheet at Fair Value?
  • 19. Level 3 Assets > Book Value Level 3 Gets All the Attention
  • 20. Questions to Ask
        • What significant risks are companies exposed to in each level?
        • How are risks managed?
        • How much is hedged? How is it hedged? What is counterparty risk?
        • For Levels 2 and 3 what are key assumptions?
        • How have assumptions changed? What impact did changes have on financial statements?
        • Can company provide a sensitivity analysis?
    Still Looking for Answers, More Transparency Could Boost Confidence
  • 21. Derivatives
  • 22. Derivatives Notional 29% CAGR vs. Derivatives Accounting 24% CAGR 1,000 + Pages of Derivatives Accounting Guidance Note: The composition of the ISDA survey changed over time, it first started to include credit derivatives and equity derivatives in 2001-2002. Source: International Swaps & Derivatives Association, Financial Accounting Standards Board and Credit Suisse Accounting & Tax Research US$ in trillions
  • 23. Large Derivative Exposures…
        • Derivatives Emerging from the Shadows with FAS 161
          • Companies have to tell you three things each quarter:
          • How and why they use derivatives (speculation or risk management)? What risks are they hedging? What new risks have they exposed themselves to? What is volume of derivative activity?
          • How derivatives and hedged items are accounted for.
          • How derivatives and hedged items impact balance sheet, earnings and cash flows (future cash flows, not current period)
    … Weak Derivative Disclosures
  • 24. Exposure to Derivatives Use the Fair Value Disclosures to Find Exposure to Derivatives
  • 25. Pensions
  • 26. The Unknown Spooks Investors
    • No Surprise That We Have Been Inundated with Questions
      • Defined Benefit Pension Plans
        • Confusing accounting – FAS No. 87
        • Complicated funding requirements
          • Separate set of assumptions and calculations
        • Mysterious economics
          • Obligation with unknown cash flows
          • Unique obligation, where employees are the creditors, may not be most efficient way to raise capital
    Recipe for Confusion
  • 27. Pension Plans Losing Ground
    • Aggregate Funded Status for S&P 500 Defined Benefit Pension Plans
    Estimated $420 Billion Deterioration in Health of Plans During 2008 Estimated $362 billion in underfunding
  • 28. Pension Pain
      • Pension Pressure
        • Underfunding more than 10% of market cap for 70 companies
        • Book value could drop by more than 10% for 108 companies
        • Earnings headwind for 274 companies from higher pension costs
      • Too Much Focus on Earnings Impact of Plans, Waste of Time
        • Depends upon fair value or calculated value
        • Focus on Three Things
        • Pension claim, underfunding
        • Future costs, new pension liabilities
        • Risk
            • Asset/Liability mismatch
            • Liquidity, funding needs
            • Mispricing, incorrect assumptions, etc.
  • 29. The Magic of Pension Accounting
        • Made plans appear healthier than they really were
        • Made plans appear less volatile (almost risk free)
        • Allowed companies to go on long pension funding holidays
        • Turned plans into profit centers
        • Made it very easy to make pension promises
    Accounting and Funding Rules Appeared to Protect Companies from their Pension Plans That’s No Help When Pension Promises Come Due
  • 30. Is it a Pension Plan or an Operating Company? Assets would increase by > 10% for 158 companies
  • 31. The Largest Liability Put the Pension Obligation on Balance Sheet and it Would be the Largest Liability for 103 Companies Debt Largest Liability for 222 Companies
  • 32. Earnings More Volatile Than It Appears … It Only Highlights the Volatility that Already Exists Accounting Change Would Not Create the Volatility…
  • 33. Adjusting Operating Income
    • Largest % and $ Drop in Cumulative Operating Income (1999-2006) after Adjusting for the Pension Plan
    • Adjusted Operating Income = Reported Operating Income + Pension Cost – Service Cost
    Operating Income is Not All Operating US$ in millions
        • On the other hand, we found 168 companies where operating income would increase .
  • 34. Changing Behavior
        • Changes in…
        • Pension Accounting
        • Funding Rules
        • Health of Plans
        • Spark Changes in Corporate Behavior…
        • The Deep Freeze
        • Getting out of the Pension Business
        • Changing Asset Allocations (Liability Driven Investing, LDI)
  • 35. The End Result?
        • Pension Risks Unlikely to Stay Where They Are, Shifted to:
        • Workers
        • Others
          • Insurance Companies
          • Investment Banks?
          • Asset Managers, etc.
        • If companies continue taking risks in their pension plans, large asset-liability mismatch
        • Do the companies have any expertise managing those risks?
        • Are investors willing to pay for companies to take on those risks?
  • 36. Passing the Buck Source: From The Wall Street Journal—Permission, Cartoon Features Syndicate
  • 37. Options
  • 38. Employee Stock Options = Deferred Compensation
        • Employee stock options are a form of deferred compensation and represent a cost
        • Company is giving its employees something of value in return for their service
        • Factor into valuation analysis in two ways:
          • Old Stuff. Outstanding employee stock options represent an economic liability. Need to measure how much of a claim the option holders have on your stake in the company
          • New Stuff. Future option grants are a cost of doing business. Need to measure how much of the shareholders’ stake management plans to give away to its employees with future option grants
    Focus on the Economics of Employee Stock Option Plans
  • 39. $391 Billion Off Balance Sheet Option Liability Source: Company data, Credit Suisse estimates. $391 billion fair value = $228 billion intrinsic value + $163 billion time value
        • 28 billion options
        • Give employees the right to buy $964 billion worth of stock or 8.1% of total market cap
  • 40. Options Are Like Onions, They Have Layers Estimated Drop in FV of Options Due to Drop in Option Price > 10% of Operating Income
  • 41. The Impact of Changing Volatility on Operating Income Decline in Fair Value of Options Granted due to a Drop in Volatility > 10% of Operating Income
  • 42. Leases
  • 43. Off Balance Sheet Lease Liability $396 Billion Operating Lease Liability for the S&P 500
        • FASB and IASB working on lease accounting
        • Could result in a major overhaul, including bringing off balance sheet operating leases on balance sheet
  • 44. Bringing Operating Leases on Balance Sheet Liabilities More Than Double
        • If it’s not a liability, what do you make of it? (A hat? A broach? A pterodactyl?)
        • Whether it shows up on balance sheet today depends on how lease is structured
        • Capital vs Operating, 4 Criteria (transfer ownership, bargain purchase option, lease term > 75% of economic life, PV of min lease > 90% of fair value of leased asset)
        • Analytically bring on balance sheet, investors should already be adjusting
    US$ in millions
  • 45. Off-Balance-Sheet
  • 46. Off-Balance-Sheet Activity
        • Look for companies to try and explain
          • What they are doing off balance sheet
          • Why they are doing it
          • What risks are involved
        • Ask yourself some questions:
          • Do the transactions make sense?
          • Do they have a valid business purpose?
          • Should you bring them on balance sheet analytically?
          • Is it just another fancy form of financing?
          • Have you factored risks into your analysis?
    Have you run scenarios in your model using different assumptions?
  • 47. Off Balance Sheet Risks How have you factored this stuff into your model?
  • 48. Off Balance Sheet Club $1.5 Trillion Off Balance Sheet Assets, $2.3 Trillion Off Balance Sheet Liabilities
        • Four off balance sheet risks, pensions, OPEB, options, and operating leases…there are plenty more
    Maybe balance sheets aren’t as healthy as they initially appear US$ in millions
  • 49. Taxes
  • 50. Corporate Taxes – A Giant Black Box
      • The hardest thing in the world to understand is the income tax.
      • Albert Einstein
        • Multiple corporate entities
        • Taxed in multiple jurisdictions (state, local, federal, international)
          • Example: GE files over 6,500 tax returns in 250 global taxing jurisdictions
        • Multiple sources of tax law (legislation, statutes, case law, etc.)
        • Taxes are one of the larger costs a company will incur
        • Accounting for income taxes: One of the most complicated and least understood areas in accounting
    Asking for Trouble
  • 51. Taxes
      • Is the tax rate sustainable?
      • How much of the EPS growth was attributable to lower tax rate?
      • How much of the cash flow growth was attributable to paying less in taxes?
      • How do cash taxes compare to book taxes?
      • When will they become a cash tax payer?
      • How should I value their NOLs? When do they expire?
      • Will the deferred tax liabilities ever come due?
      • Is the company being audited?
      • What is the amount of undistributed foreign earnings?
      • Will the company need to set up a deferred tax valuation allowance? etc. etc. etc.
    One of the most complicated and least understood areas of accounting.
  • 52. Now There’s Only Death
      • FIN 48, Accounting for Uncertainty in Income Taxes
          • Uncertain tax position = Company takes a position on its tax return (typically to reduce the tax bill) uncertain whether the IRS or some other tax authority will accept
          • What’s really got the companies worried is the new disclosures
          • First time disclosing tax reserves. Is it a roadmap for the IRS? More like a compass.
          • Potential Impacts of FIN 48
          • More volatile effective tax rates = More volatile earnings
          • Reduced ability to manage earnings
          • Companies paying more in taxes
            • Increased risk of IRS audit and
            • Less aggressive applications of the tax code
          • May uncover tax risks you were unaware of
  • 53. Peeking behind the Tax Curtain $141 Billion in Unrecognized Tax Benefits (i.e., Tax Reserve) Risk: Payment of back taxes, penalties & interest
  • 54.
      • Investors uncovering tax risks could affect valuations:
        • Estimates of future cash flows (how sustainable is tax rate?)
        • Higher required return (increased tax risk could increase cost of capital)
    FIN 48 Reveals Tax Risk Are you willing to pay for companies to take on this type of risk? Tax Risk Report Card
  • 55. Other Stuff
  • 56. Pro Forma EPS, Cash EPS, Non-GAAP or… Source: From The Wall Street Journal—Permission, Cartoon Features Syndicate
  • 57. Why does Pro Forma EPS always seem to be higher than GAAP EPS?
      • Pro forma or cash earnings – spread vs. GAAP – What adjustments are being made? Do the adjustments make any sense? (don’t be afraid to challenge the convention, just because “everyone” does it doesn’t mean its right)
  • 58. Accounting Motivated Transactions
      • Accelerated vesting of options
      • Six month & 1 day option repricings
      • Structuring a lease in just the right way to get preferred accounting treatment
      • Restructuring off-balance-sheet transactions to keep them off-balance-sheet
      • Finding a replacement for co-co’s, etc. etc. etc.
    Is management focused on the economics of the business or the accounting?
      • Is the company incurring an economic cost to reduce an accounting cost, or to paint a prettier accounting picture?
      • Is there an economic reason for the transaction?
      • Be on the look out for overly complex transactions
  • 59.  
  • 60. Disclosure
    • Disclosure Appendix
    • Important Global Disclosures
    • I, David Zion, CFA, CPA, certify that (1) the views expressed in this report accurately reflect my personal views about all of the subject companies and securities and (2) no part of my compensation was, is or will be directly or indirectly related to the specific recommendations or views expressed in this report.
    • The analyst(s) responsible for preparing this research report received compensation that is based upon various factors including Credit Suisse's total revenues, a portion of which are generated by Credit Suisse's investment banking activities.
    • Analysts’ stock ratings are defined as follows***:
    • Outperform (O): The stock’s total return is expected to exceed the industry average* by at least 10-15% (or more, depending on perceived risk) over the next 12 months.
    • Neutral (N): The stock’s total return is expected to be in line with the industry average* (range of 10%) over the next 12 months.
    • Underperform (U)**: The stock’s total return is expected to underperform the industry average* by 10-15% or more over the next 12 months.
    • *The industry average refers to the average total return of the relevant country or regional index (except with respect to Europe, where stock ratings are relative to the analyst’s industry coverage universe).
    • **In an effort to achieve a more balanced distribution of stock ratings, the Firm has requested that analysts maintain at least 15% of their rated coverage universe as Underperform. This guideline is subject to change depending on several factors, including general market conditions.
    • ***For Australian and New Zealand stocks a 7.5% threshold replaces the 10% level in all three rating definitions, with a required equity return overlay applied.
    • Restricted (R): In certain circumstances, Credit Suisse policy and/or applicable law and regulations preclude certain types of communications, including an investment recommendation, during the course of Credit Suisse's engagement in an investment banking transaction and in certain other circumstances.
    • Volatility Indicator [V]: A stock is defined as volatile if the stock price has moved up or down by 20% or more in a month in at least 8 of the past 24 months or the analyst expects significant volatility going forward.
  • 61. Disclosure
    • Analysts’ coverage universe weightings are distinct from analysts’ stock ratings and are based on the expected performance of an analyst’s coverage universe* versus the relevant broad market benchmark**:
    • Overweight: Industry expected to outperform the relevant broad market benchmark over the next 12 months.
    • Market Weight: Industry expected to perform in-line with the relevant broad market benchmark over the next 12 months.
    • Underweight: Industry expected to underperform the relevant broad market benchmark over the next 12 months.
    • *An analyst’s coverage universe consists of all companies covered by the analyst within the relevant sector.
    • **The broad market benchmark is based on the expected return of the local market index (e.g., the S&P 500 in the U.S.) over the next 12 months.
    • Credit Suisse’s distribution of stock ratings (and banking clients) is:
    • Global Ratings Distribution
    • Outperform/Buy* 45% (56% banking clients)
    • Neutral/Hold* 41% (56% banking clients)
    • Underperform/Sell* 12% (47% banking clients)
    • Restricted 2%
    • *For purposes of the NYSE and NASD ratings distribution disclosure requirements, our stock ratings of Outperform, Neutral, and Underperform most closely correspond to Buy, Hold, and Sell, respectively; however, the meanings are not the same, as our stock ratings are determined on a relative basis. (Please refer to definitions above.) An investor's decision to buy or sell a security should be based on investment objectives, current holdings, and other individual factors.
    • Credit Suisse’s policy is to update research reports as it deems appropriate, based on developments with the subject company, the sector or the market that may have a material impact on the research views or opinions stated herein.
    • Credit Suisse's policy is only to publish investment research that is impartial, independent, clear, fair and not misleading. For more detail please refer to Credit Suisse's Policies for Managing Conflicts of Interest in connection with Investment Research: http://www.csfb.com/research and analytics/disclaimer/managing_conflicts_disclaimer.html
    • Credit Suisse does not provide any tax advice. Any statement herein regarding any US federal tax is not intended or written to be used, and cannot be used, by any taxpayer for the purposes of avoiding any penalties.
    • Important Regional Disclosures
    • Restrictions on certain Canadian securities are indicated by the following abbreviations: NVS--Non-Voting shares; RVS--Restricted Voting Shares; SVS--Subordinate Voting Shares.
    • Individuals receiving this report from a Canadian investment dealer that is not affiliated with Credit Suisse should be advised that this report may not contain regulatory disclosures the non-affiliated Canadian investment dealer would be required to make if this were its own report.
    • For Credit Suisse Securities (Canada), Inc.'s policies and procedures regarding the dissemination of equity research, please visit http://www.csfb.com/legal_terms/canada_research_policy.shtml.
    • As of the date of this report, Credit Suisse acts as a market maker or liquidity provider in the equities securities that are the subject of this report.
    • Principal is not guaranteed in the case of equities because equity prices are variable.
    • Commission is the commission rate or the amount agreed with a customer when setting up an account or at anytime after that.
    • CS may have issued a Trade Alert regarding this security. Trade Alerts are short term trading opportunities identified by an analyst on the basis of market events and catalysts, while stock ratings reflect an analyst's investment recommendations based on expected total return over a 12-month period relative to the relevant coverage universe. Because Trade Alerts and stock ratings reflect different assumptions and analytical methods, Trade Alerts may differ directionally from the analyst's stock rating.
    • The author(s) of this report maintains a CS Model Portfolio that he/she regularly adjusts. The security or securities discussed in this report may be a component of the CS Model Portfolio and subject to such adjustments (which, given the composition of the CS Model Portfolio as a whole, may differ from the recommendation in this report, as well as opportunities or strategies identified in Trading Alerts concerning the same security). The CS Model Portfolio and important disclosures about it are available at www.credit-suisse.com/ti.
    • For Credit Suisse disclosure information on other companies mentioned in this report, please visit the website at www.credit-suisse.com/researchdisclosures or call +1 (877) 291-2683.
  • 62. Disclaimers
    • This report is not directed to, or intended for distribution to or use by, any person or entity who is a citizen or resident of or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would subject Credit Suisse, the Swiss bank, or its subsidiaries or its affiliates (“CS”) to any registration or licensing requirement within such jurisdiction. All material presented in this report, unless specifically indicated otherwise, is under copyright to CS. None of the material, nor its content, nor any copy of it, may be altered in any way, transmitted to, copied or distributed to any other party, without the prior express written permission of CS. All trademarks, service marks and logos used in this report are trademarks or service marks or registered trademarks or service marks of CS or its affiliates.
    • The information, tools and material presented in this report are provided to you for information purposes only and are not to be used or considered as an offer or the solicitation of an offer to sell or to buy or subscribe for securities or other financial instruments. CS may not have taken any steps to ensure that the securities referred to in this report are suitable for any particular investor. CS will not treat recipients as its customers by virtue of their receiving the report. The investments or services contained or referred to in this report may not be suitable for you and it is recommended that you consult an independent investment advisor if you are in doubt about such investments or investment services. Nothing in this report constitutes investment, legal, accounting or tax advice or a representation that any investment or strategy is suitable or appropriate to your individual circumstances or otherwise constitutes a personal recommendation to you. CS does not offer advice on the tax consequences of investment and you are advised to contact an independent tax adviser. Please note in particular that the bases and levels of taxation may change.
    • CS believes the information and opinions in the Disclosure Appendix of this report are accurate and complete. Information and opinions presented in the other sections of the report were obtained or derived from sources CS believes are reliable, but CS makes no representations as to their accuracy or completeness. Additional information is available upon request. CS accepts no liability for loss arising from the use of the material presented in this report, except that this exclusion of liability does not apply to the extent that liability arises under specific statutes or regulations applicable to CS. This report is not to be relied upon in substitution for the exercise of independent judgment. CS may have issued, and may in the future issue, a trading call regarding this security. Trading calls are short term trading opportunities based on market events and catalysts, while stock ratings reflect investment recommendations based on expected total return over a 12-month period as defined in the disclosure section. Because trading calls and stock ratings reflect different assumptions and analytical methods, trading calls may differ directionally from the stock rating. In addition, CS may have issued, and may in the future issue, other reports that are inconsistent with, and reach different conclusions from, the information presented in this report. Those reports reflect the different assumptions, views and analytical methods of the analysts who prepared them and CS is under no obligation to ensure that such other reports are brought to the attention of any recipient of this report. CS is involved in many businesses that relate to companies mentioned in this report. These businesses include specialized trading, risk arbitrage, market making, and other proprietary trading.
    • Past performance should not be taken as an indication or guarantee of future performance, and no representation or warranty, express or implied, is made regarding future performance. Information, opinions and estimates contained in this report reflect a judgement at its original date of publication by CS and are subject to change without notice. The price, value of and income from any of the securities or financial instruments mentioned in this report can fall as well as rise. The value of securities and financial instruments is subject to exchange rate fluctuation that may have a positive or adverse effect on the price or income of such securities or financial instruments. Investors in securities such as ADR’s, the values of which are influenced by currency volatility, effectively assume this risk.
    • Structured securities are complex instruments, typically involve a high degree of risk and are intended for sale only to sophisticated investors who are capable of understanding and assuming the risks involved. The market value of any structured security may be affected by changes in economic, financial and political factors (including, but not limited to, spot and forward interest and exchange rates), time to maturity, market conditions and volatility, and the credit quality of any issuer or reference issuer. Any investor interested in purchasing a structured product should conduct their own investigation and analysis of the product and consult with their own professional advisers as to the risks involved in making such a purchase.
    • Some investments discussed in this report have a high level of volatility. High volatility investments may experience sudden and large falls in their value causing losses when that investment is realised. Those losses may equal your original investment. Indeed, in the case of some investments the potential losses may exceed the amount of initial investment, in such circumstances you may be required to pay more money to support those losses. Income yields from investments may fluctuate and, in consequence, initial capital paid to make the investment may be used as part of that income yield. Some investments may not be readily realisable and it may be difficult to sell or realise those investments, similarly it may prove difficult for you to obtain reliable information about the value, or risks, to which such an investment is exposed.
    • This report may provide the addresses of, or contain hyperlinks to, websites. Except to the extent to which the report refers to website material of CS, CS has not reviewed the linked site and takes no responsibility for the content contained therein. Such address or hyperlink (including addresses or hyperlinks to CS’s own website material) is provided solely for your convenience and information and the content of the linked site does not in any way form part of this document. Accessing such website or following such link through this report or CS’s website shall be at your own risk.
    • This report is issued and distributed in Europe (except Switzerland) by Credit Suisse Securities (Europe) Limited, One Cabot Square, London E14 4QJ, England, which is regulated in the United Kingdom by The Financial Services Authority (“FSA”). This report is being distributed in Germany by Credit Suisse Securities (Europe) Limited Niederlassung Frankfurt am Main regulated by the Bundesanstalt fuer Finanzdienstleistungsaufsicht ("BaFin"). This report is being distributed in the United States by Credit Suisse Securities (USA) LLC ; in Switzerland by Credit Suisse; in Canada by Credit Suisse Securities (Canada), Inc..; in Brazil by Banco de Investimentos Credit Suisse (Brasil) S.A.; in Japan by Credit Suisse Securities (Japan) Limited, Financial Instrument Dealers, Director of Kanto Local Finance Bureau (Financial Instruments) Number 66, a member of Japan Securities Dealers Association, The Financial Futures Association of Japan; elsewhere in Asia/Pacific by whichever of the following is the appropriately authorised entity in the relevant jurisdiction: Credit Suisse (Hong Kong) Limited, Credit Suisse Equities (Australia) Limited , Credit Suisse Securities (Thailand) Limited, Credit Suisse Securities (Malaysia) Sdn Bhd, Credit Suisse Singapore Branch, Credit Suisse Securities (India) Private Limited, Credit Suisse Securities (Europe) Limited, Seoul Branch, Credit Suisse Taipei Branch, PT Credit Suisse Securities Indonesia, and elsewhere in the world by the relevant authorised affiliate of the above. Research on Taiwanese securities produced by Credit Suisse Taipei Branch has been prepared by a registered Senior Business Person. Research provided to residents of Malaysia is authorised by the Head of Research for Credit Suisse Securities (Malaysia) Sdn. Bhd., to whom they should direct any queries on +603 2723 2020.
    • In jurisdictions where CS is not already registered or licensed to trade in securities, transactions will only be effected in accordance with applicable securities legislation, which will vary from jurisdiction to jurisdiction and may require that the trade be made in accordance with applicable exemptions from registration or licensing requirements. Non-U.S. customers wishing to effect a transaction should contact a CS entity in their local jurisdiction unless governing law permits otherwise. U.S. customers wishing to effect a transaction should do so only by contacting a representative at Credit Suisse Securities (USA) LLC in the U.S.
    • Please note that this report was originally prepared and issued by CS for distribution to their market professional and institutional investor customers. Recipients who are not market professional or institutional investor customers of CS should seek the advice of their independent financial advisor prior to taking any investment decision based on this report or for any necessary explanation of its contents. This research may relate to investments or services of a person outside of the UK or to other matters which are not regulated by the FSA or in respect of which the protections of the FSA for private customers and/or the UK compensation scheme may not be available, and further details as to where this may be the case are available upon request in respect of this report.
    • Any Nielsen Media Research material contained in this report represents Nielsen Media Research's estimates and does not represent facts. NMR has neither reviewed nor approved this report and/or any of the statements made herein.
    • Copyright 2008 CREDIT SUISSE and/or its affiliates. All rights reserved.