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Ten timeless tests can help you kick the tires on your strategy and kick up the level of strategic dialogue throughout your company.

Have you tested your strategy lately?

‘What’s the next new thing in strategy?’ a senior executive

recently asked Phil Rosenzweig, a professor at IMD,1 in Switzerland. His

response was surprising for someone whose career is devoted to

advancing the state of the art of strategy: “With all respect, I think that’s

the wrong question. There’s always new stuff out there, and most of

it’s not very good. Rather than looking for the next musing, it’s probably

better to be thorough about what we know is true and make sure we

do that well.”

Let’s face it: the basic principles that make for good strategy often get

obscured. Sometimes the explanation is a quest for the next new thing—

natural in a field that emerged through the steady accumulation of

frameworks promising to unlock the secret of competitive advantage.2

In other cases, the culprit is torrents of data, reams of analysis, and

piles of documents that can be more distracting than enlightening.

Ultimately, strategy is a way of thinking, not a procedural exercise

or a set of frameworks. To stimulate that thinking and the dialogue that

goes along with it, we developed a set of tests aimed at helping exec-

utives assess the strength of their strategies. We focused on testing the

strategy itself (in other words, the output of the strategy-development

process), rather than the frameworks, tools, and approaches that generate

Chris Bradley, Martin Hirt, and Sven Smit

1 International Institute for Management Development. 2 For a rich account of strategy’s birth and growth as a field, see Walter Kiechel, The Lords of

Strategy, Boston, MA: Harvard Business School Press, 2010.

J A N U A R Y 2 0 11

s t r a t e g y p r a c t i c e

2Have you tested your strategy lately?

strategies, for two reasons. First, companies develop strategy in many

different ways, often idiosyncratic to their organizations,

people, and markets. Second, many strategies emerge over time rather

than from a process of deliberate formulation.3

There are ten tests on our list, and not all are created equal. The first—

“will it beat the market?”—is comprehensive. The remaining nine dis-

aggregate the picture of a market-beating strategy, though it’s certainly

possible for a strategy to succeed without “passing” all nine of them.

This list may sound more complicated than the three Cs or the five forces

of strategy.4 But detailed pressure testing, in our experience, helps

pinpoint more precisely where the strategy needs work, while gener-

ating a deeper and more fruitful strategic dialogue.

Those conversations matter, but they often are loose and disjointed.

We heard that, loud and clear, over the past two years in workshops

where we explored our tests with more than 700 senior strategists

around the world. Furthermore, a recent McKinsey Quarterly survey

of 2,135 executives indicates that few strategies pass more than three

3 For a classic statement of the idea that strategies are more emergent than planned, see Henry Mintzberg, “Crafting strategy,” Harvard Business Review, 1987, July–August, Volume 65, Number 4, pp. 66–75.

4 The three Cs and the five forces are seminal strategy frameworks. The three Cs (competitors, customers, and company) were articulated by retired McKinsey partner Kenichi Ohmae in The Mind of the Strategist (McGraw-Hill, 1982). The five forces (barriers to entry, buyer power, supplier power, the threat of substitutes, and the degree of rivalry) were set forth by Harvard Business School professor Michael Porter in Competitive Strategy (Free Press, 1998).

Q1 2011 Ten timeless tests Exhibit 1 of 2

Number of tests rated as fully consistent with company strategy, % of respondents

3 or fewer

4–6

Source: 2010 McKinsey survey of 2,135 global executives on testing business strategy

Most companies’ strategies pass fewer than four of the ten tests.

7–10

25

10

65

3 January 2011

of the tests. In contrast, the reflections of a range of current and former

strategy practitioners (see “How we do it: Strategic tests from four

senior executives,” on mckinseyquarterly.com) suggest that the tests

described here help formalize something that the best strategists do

quite intuitively.

The tests of a good strategy are timeless in nature. But the ability to

pressure-test a strategy is especially timely now. The financial crisis of

2008 and the recession that followed made some strategies obsolete,

revealed weaknesses in others, and forced many companies to confront

choices and trade-offs they put off in boom years. At the same time,

a shift toward shorter planning cycles and decentralized strategic deci-

sion making are increasing the utility of a common set of tests.5 All

this makes today an ideal time to kick the tires on your strategy.

Will your strategy beat the market?

All companies operate in markets surrounded by customers, suppliers,

competitors, substitutes, and potential entrants, all seeking to advance

their own positions. That process, unimpeded, inexorably drives eco-

nomic surplus—the gap between the return a company earns and its

cost of capital—toward zero.

For a company to beat the market by capturing and retaining an eco-

nomic surplus, there must be an imperfection that stops or at least slows

the working of the market. An imperfection controlled by a company

is a competitive advantage. These are by definition scarce and fleeting

because markets drive reversion to mean performance. The best com-

panies are emulated by those in the middle of the pack, and the worst

exit or undergo significant reform. As each player responds to and

learns from the actions of others, best practice becomes commonplace

rather than a market-beating strategy. Good strategies emphasize

difference—versus your direct competitors, versus potential substitutes,

and versus potential entrants.

Market participants play out the drama of competition on a stage beset

by randomness. Because the evolution of markets is path dependent—

that is, its current state at any one time is the sum product of all pre-

Test 1:

5 For more on strategy setting in today’s environment, see Lowell Bryan, “Dynamic management: Better decisions in uncertain times,” mckinseyquarterly.com, December 2009; and “Navigating the new normal: A conversation with four chief strategy officers,” mckinseyquarterly.com, December 2009.

4Have you tested your strategy lately?

vious events, including a great many random ones—the winners of today

are often the accidents of history. Consider the development of the

US tire industry. At its peak in the mid-1920s, a frenzy of entry had

created almost 300 competitors. Yet by the 1940s, four producers con-

trolled more than 70 percent of the market. Those winners happened

to make retrospectively lucky choices about location and technology,

but at the time it was difficult to tell which companies were truly fit

for the evolving environment. The histories of many other industries,

from aerospace to information technology, show remarkably simi-

lar patterns.

To beat the market, therefore, advantages have to be robust and respon-

sive in the face of onrushing market forces. Few companies, in our

experience, ask themselves if they are beating the market—the pres-

sures of “just playing along” seem intense enough. But playing along

can feel safer than it is. Weaker contenders win surprisingly often in

war when they deploy a divergent strategy, and the same is true

in business.6

Q1 2011 10 Timeless tests Exhibit 2 of 2

Performance cohorts based on position in 2001 relative to mean, n = 7431

20

15

10

5

0

–5

–10

–15 2001 2003 2005 2007 2009 2001 2003 2005 2007 2009

3.5

3.0

2.5

2.0

1.5

1.0

0.5

0

–0.5

–1.0

–1.5

Return on invested capital (ROIC), %

Ratio of enterprise value to invested capital (EV/IC)

1 Sample of largest 1,200 nonfinancial US-listed companies in 2009 was narrowed to 743 that were also listed in 2001.

Source: Standard & Poor’s Compustat; McKinsey analysis

Markets drive a reversion to mean performance.

Top quintile

Middle quintile

Bottom quintile

6 See Ivan Arreguin-Toft, How the weak win wars: A theory of asymmetric conflict, Cambridge, UK: Cambridge University Press, 2005.

5 January 2011

Does your strategy tap a true source of advantage?

Know your competitive advantage, and you’ve answered the question

of why you make money (and vice versa). Competitive advantage

stems from two sources of scarcity: positional advantages and special

capabilities.

Positional advantages are rooted in structurally attractive markets. By

definition, such advantages favor incumbents: they create an asym-

metry between those inside and those outside high walls. For example,

in Australia, two beer makers control 95 percent of the market and

enjoy triple the margins of US brewers. This situation has sustained

itself for two decades, but it wasn’t always so. Beginning in the 1980s,

the Australian industry experienced consolidation. That change in struc-

ture was associated with a change in industry conduct (price growth

began outstripping general inflation) and a change in industry perfor-

mance (higher profitability). Understanding the relationship among

structure, conduct, and performance is a critical part of the quest for

positional advantage.

Special capabilities, the second source of competitive advantage, are

scarce resources whose possession confers unique benefits. The most

obvious resources, such as drug patents or leases on mineral deposits,

we call “privileged, tradable assets”: they can be bought and sold. A

second category of special capabilities, “distinctive competencies,” consists

of things a company does particularly well, such as innovating or

managing stakeholders. These capabilities can be just as powerful in

creating advantage but cannot be easily traded.

Too often, companies are cavalier about claiming special capabilities.

Such a capability must be critical to a company’s profits and exist in

abundance within it while being scarce outside. As such, special

capabilities tend to be specific in nature and few in number. Companies

often err here by mistaking size for scale advantage or overestimating

their ability to leverage capabilities across markets. They infer special

capabilities from observed performance, often without considering

other explanations (such as luck or positional advantage). Companies

should test any claimed capability advantage vigorously before pin-

ning their hopes on it.

When companies bundle together activities that collectively create

advantage, it becomes more difficult for competitors to identify and

Test 2:

6Have you tested your strategy lately?

replicate its exact source. Consider Aldi, the highly successful dis-

count grocery retailer. To deliver its value proposition of lower prices,

Aldi has completely redesigned the typical business system of a

supermarket: only 1,500 or so products rather than 30,000, the stock-

ing of one own-brand or private label rather than hundreds of

national brands, and superlean replenishment on pallets and trolleys,

thus avoiding the expensive task of hand stacking shelves. Given

the enormous changes necessary for any supermarket that wishes to

copy the total system, it is extremely difficult to mimic Aldi’s value

proposition.

Finally, don’t forget to take a dynamic view. What can erode positional

advantage? Which special capabilities are becoming vulnerable?

There is every reason to believe that competitors will exploit points of

vulnerability. Assume, like Lewis Carroll’s Red Queen, that you have

to run just to stay in the same place.

Is your strategy granular about where to compete?

The need to beat the market begs the question of which market.

Research shows that the unit of analysis used in determining strategy

(essentially, the degree to which a market is segmented) signifi-

cantly influences resource allocation and thus the likelihood of success:

dividing the same businesses in different ways leads to strikingly

different capital allocations.

What is the right level of granularity? Push within reason for the finest

possible objective segmentation of the market: think 30 to 50 seg-

ments rather than the more typical 5 or so. Too often, by contrast, the

business unit as defined by the organizational chart becomes the

default for defining markets, reducing from the start the potential scope

of strategic thinking.

Defining and understanding these segments correctly is one of the

most practical things a company can do to improve its strategy. Manage-

ment at one large bank attributed fast growth and share gains to

measurably superior customer perceptions and satisfaction. Examining

the bank’s markets at a more granular level suggested that 90 percent

of its outperformance could be attributed to a relatively high exposure

to one fast-growing city and to a presence in a fast-growing product

segment. This insight helped the bank avoid building its strategy on

Test 3:

7 January 2011

false assumptions about what was and wasn’t working for the operation

as a whole.

In fact, 80 percent of the variance in revenue growth is explained

by choices about where to compete, according to research summarized

in The Granularity of Growth, leaving only 20 percent explained by

choices about how to compete. Unfortunately, this is the exact opposite

of the allocation of time and effort in a typical strategy-development

process. Companies should be shifting their attention greatly toward

the “where” and should strive to outposition competitors by regularly

reallocating resources as opportunities shift within and between

segments.

Does your strategy put you ahead of trends?

The emergence of new trends is the norm. But many strategies place

too much weight on the continuation of the status quo because they

extrapolate from the past three to five years, a time frame too brief to

capture the true violence of market forces.

A major innovation or an external shock in regulation, demand,

or technology, for example, can drive a rapid, full-scale industry tran-

sition. But most trends emerge fairly slowly—so slowly that com-

panies generally fail to respond until a trend hits profits. At this point,

it is too late to mount a strategically effective response, let alone

shape the change to your advantage. Managers typically delay action,

held back by sunk costs, an unwillingness to cannibalize a legacy

business, or an attachment to yesterday’s formula for success. The

cost of delay is steep: consider the plight of major travel agency

chains slow to understand the power of online intermediaries. Con-

versely, for companies that get ahead of the curve, major market

transitions are an opportunity to rethink their commitments in areas

ranging from technology to distribution and to tailor their strategies

to the new environment.

To do so, strategists must take trend analysis seriously. Always look to

the edges. How are early adopters and that small cadre of consumers

who seem to be ahead of the curve acting? What are small, innovative

entrants doing? What technologies under development could change

the game? To see which trends really matter, assess their potential

Test 4:

8Have you tested your strategy lately?

impact on the financial position of your company and articulate the

decisions you would make differently if that outcome were certain. For

example, don’t just stop at an aging population as a trend—work it

through to its conclusion. Which consumer behaviors would change?

Which particular product lines would be affected? What would be

the precise effect on the P&L? And how does that picture line up with

today’s investment priorities?

Does your strategy rest on privileged insights?

Data today can be cheap, accessible, and easily assembled into detailed

analyses that leave executives with the comfortable feeling of pos-

sessing an informed strategy. But much of this is noise and most of it

is widely available to rivals. Furthermore, routinely analyzing readily

available data diverts attention from where insight-creating advantage

lies: in the weak signals buried in the noise.

In the 1990s, when the ability to burn music onto CDs emerged,

no one knew how digitization would play out; MP3s, peer-to-peer file

sharing, and streaming Web-based media were not on the horizon.

But one corporation with a large record label recognized more rapidly

than others that the practical advantage of copyright protection

could quickly become diluted if consumers began copying material.

Early recognition of that possibility allowed the CEO to sell the

business at a multiple based on everyone else’s assumption that the status

quo was unthreatened.

Developing proprietary insights isn’t easy. In fact, this is the element

of good strategy where most companies stumble (see sidebar, “The

insight deficit”). A search for problems can help you get started.

Create a short list of questions whose answers would have major

implications for the company’s strategy—for example, “What will we

regret doing if the development of India hiccups or stalls, and what

will we not regret?” In doing so, don’t forget to examine the assump-

tions, explicit and implicit, behind an established business model.

Do they still fit the current environment?

Another key is to collect new data through field observations or

research rather than to recycle the same industry reports everyone else

uses. Similarly, seeking novel ways to analyze the data can generate

Test 5:

9 January 2011

powerful new insights. For example, one supermarket chain we know

recently rethought its store network strategy on the basis of surprising

results from a new clustering algorithm.

Finally, many strategic breakthroughs have their root in a simple but

profound customer insight (usually solving an old problem for the

customer in a new way). In our experience, companies that go out of

their way to experience the world from the customer’s perspective

routinely develop better strategies.

Does your strategy embrace uncertainty?

A central challenge of strategy is that we have to make choices now,

but the payoffs occur in a future environment we cannot fully know or

control. A critical step in embracing uncertainty is to try to charac-

terize exactly what variety of it you face—a surprisingly rare activity at

many companies. Our work over the years has emphasized four levels

of uncertainty. Level one offers a reasonably clear view of the future:

a range of outcomes tight enough to support a firm decision. At level

two, there are a number of identifiable outcomes for which a company

should prepare. At level three, the possible outcomes are represented

not by a set of points but by a range that can be understood as a proba-

bility distribution. Level four features total ambiguity, where even

the distribution of outcomes is unknown.

In our experience, companies oscillate between assuming, simplis-

tically, that they are operating at level one (and making bold but unjusti-

fied point forecasts) and succumbing to an unnecessarily pessimistic

level-four paralysis. In each case, careful analysis of the situation usually

redistributes the variables into the middle ground of levels two

and three.

Rigorously understanding the uncertainty you face starts with listing

the variables that would influence a strategic decision and prioritizing

them according to their impact. Focus early analysis on removing

as much uncertainty as you can—by, for example, ruling out impossible

outcomes and using the underlying economics at work to highlight

outcomes that are either mutually reinforcing or unlikely because they

would undermine one another in the market. Then apply tools such

as scenario analysis to the remaining, irreducible uncertainty, which

should be at the heart of your strategy.

Test 6:

10Have you tested your strategy lately?

Does your strategy balance commitment and flexibility?

Commitment and flexibility exist in inverse proportion to each other:

the greater the commitment you make, the less flexibility remains.

This tension is one of the core challenges of strategy. Indeed, strategy

can be expressed as making the right trade-offs over time between

commitment and flexibility.

Making such trade-offs effectively requires an understanding of which

decisions involve commitment. Inside any large company, hundreds

of people make thousands of decisions each year. Only a few are strategic:

those that involve commitment through hard-to-reverse investments

in long-lasting, company-specific assets. Commitment is the only path

to sustainable competitive advantage.

In a world of uncertainty, strategy is about not just where and how to

compete but also when. Committing too early can be a leap in the

dark. Being too late is also dangerous, either because opportunities are

perishable or rivals can seize advantage while your company stands

on the sidelines. Flexibility is the essential ingredient that allows com-

panies to make commitments when the risk/return trade-off seems

most advantageous.

A market-beating strategy will focus on just a few crucial, high-

commitment choices to be made now, while leaving flexibility for other

such choices to be made over time. In practice, this approach means

building your strategy as a portfolio comprising three things: big bets,

or committed positions aimed at gaining significant competitive

advantage; no-regrets moves, which will pay off whatever happens; and

real options, or actions that involve relatively low costs now but can

be elevated to a higher level of commitment as changing conditions war-

rant. You can build underpriced options into a strategy by, for exam-

ple, modularizing major capital projects or maintaining the flexibility to

switch between different inputs.

Test 7:

11 January 2011

Is your strategy contaminated by bias?

It’s possible to believe honestly that you have a market-beating strat-

egy when, in fact, you don’t. Sometimes, that’s because forces beyond

your control change. But in other cases, the cause is unintentional

fuzzy thinking.

Behavioral economists have identified many characteristics of the

brain that are often strengths in our broader, personal environment

but that can work against us in the world of business decision making.

The worst offenders include overoptimism (our tendency to hope for

the best and believe too much in our own forecasts and abilities),

anchoring (tying our valuation of something to an arbitrary reference

point), loss aversion (putting too much emphasis on avoiding down-

sides and so eschewing risks worth taking), the confirmation bias (over-

weighting information that validates our opinions), herding (taking

comfort in following the crowd), and the champion bias (assigning to

an idea merit that’s based on the person proposing it).

Strategy is especially prone to faulty logic because it relies on extrap-

olating ways to win in the future from a complex set of factors

observed today. This is fertile ground for two big inference problems:

attribution error (succumbing to the “halo effect”) and survivorship

bias (ignoring the “graveyard of silent failures”). Attribution error is

the false attribution of success to observed factors; it is strategy by

hindsight and assumes that replicating the actions of another company

will lead to similar results. Survivorship bias refers to an analysis

based on a surviving population, without consideration of those who

did not live to tell their tale: this approach skews our view of what

caused success and presents no insights into what might cause failure—

were the survivors just luckier? Case studies have their place, but

hindsight is in reality not 20/20. There are too many unseen factors.

Developing multiple hypotheses and potential solutions to choose

among is one way to “de-bias” decision making. Too often, the typical

Test 8:

12Have you tested your strategy lately?

drill is to develop a promising hypothesis and put a lot of effort

into building a fact base to validate it. In contrast, it is critical to bring

fresh eyes to the issues and to maintain a culture of challenge, in

which the obligation to dissent is fostered.

The decision-making process can also be de-biased by, for example,

specifying objective decision criteria in advance and examining the

possibility of being wrong. Techniques such as the “premortem assess-

ment” (imagining yourself in a future where your decision turns out to

have been mistaken and identifying why that might have been so)

can also be useful.

Is there conviction to act on your strategy?

This test and the one that follows aren’t strictly about the strategy itself

but about the investment you’ve made in implementing it—a distinc-

tion that in our experience quickly becomes meaningless because the

two, inevitably, become intertwined. Many good strategies fall short

in implementation because of an absence of conviction in the organi-

zation, particularly among the top team, where just one or two non-

believers can strangle strategic change at birth.

Where a change of strategy is needed, that is usually because changes

in the external environment have rendered obsolete the assumptions

underlying a company’s earlier strategy. To move ahead with imple-

mentation, you need a process that openly questions the old assump-

tions and allows managers to develop a new set of beliefs in tune

with the new situation. This goal is not likely to be achieved just via

lengthy reports and presentations. Nor will the social processes

required to absorb new beliefs—group formation, building shared

meaning, exposing and reconciling differences, aligning and accept-

ing accountability—occur in formal meetings.

CEOs and boards should not be fooled by the warm glow they feel after

a nice presentation by management. They must make sure that the

whole team actually shares the new beliefs that support the strategy.

This requirement means taking decision makers on a journey of

discovery by creating experiences that will help them viscerally grasp

mismatches that may exist between what the new strategy requires

and the actions and behavior that have brought them success for many

Test 9:

13 January 2011

years. For example, visit plants and customers or tour a country your

company plans to enter, so that the leadership team can personally meet

crucial stakeholders. Mock-ups, video clips, and virtual experiences

also can help.

The result of such an effort should be a support base of influencers who

feel connected to the strategy and may even become evangelists for

it. Because strategy often emanates from the top, and CEOs are accus-

tomed to being heeded, this commonsense step often gets overlooked,

to the great detriment of the strategy.

Have you translated your strategy into an action plan?

In implementing any new strategy, it’s imperative to define clearly

what you are moving from and where you are moving to with respect

to your company’s business model, organization, and capabilities.

Develop a detailed view of the shifts required to make the move, and

ensure that processes and mechanisms, for which individual exec-

utives must be accountable, are in place to effect the changes. Quite

simply, this is an action plan. Everyone needs to know what to do.

Be sure that each major “from–to shift” is matched with the energy to

make it happen. And since the totality of the change often repre-

sents a major organizational transformation, make sure you and your

senior team are drawing on the large body of research and experi-

ence offering solid advice on change management—a topic beyond the

scope of this article!

Finally, don’t forget to make sure your ongoing resource allocation pro-

cesses are aligned with your strategy. If you want to know what it

actually is, look where the best people and the most generous budgets

are—and be prepared to change these things significantly. Effort

spent aligning the budget with the strategy will pay off many times over.

As we’ve discussed the tests with hundreds of senior executives at many

of the world’s largest companies, we’ve come away convinced that a

lot of these topics are part of the strategic dialogue in organizations. But

we’ve also heard time and again that discussion of such issues is often,

as one executive in Japan recently told us, “random, simultaneous, and

extremely confusing.” Our hope is that the tests will prove a simple

and effective antidote: a means of quickly identifying gaps in executives’

Test 10:

14Have you tested your strategy lately?

strategic thinking, opening their minds toward new ways of using

strategy to create value, and improving the quality of the strategy-

development process itself.

The authors wish to acknowledge the many contributions of McKinsey

alumnus Nick Percy, now the head of strategy for BBC Worldwide, to the

thinking behind this article.

Chris Bradley is a principal in McKinsey’s Sydney office, Martin

Hirt is a director in the Taipei office, and Sven Smit is a director in the

Amsterdam office.

The insight deficit

A fresh strategic insight—something

your company sees that no one

else does—is one of the foundations

of competitive advantage. It helps

companies focus their resources

on moves that separate them from

the pack. That makes the following

interesting: in a recent survey, only

35% of 2,135 global executives

believed their strategies rested on

unique and powerful insights. That

figure was dramatically lower than

the average—62 percent—for nine

other tests we asked executives to

measure their strategies against.

What’s more, only 14 percent

of surveyed executives placed

novel insights among the top

three strategic influencers of

financial performance. One likely

explanation: the widespread

availability of information and

adoption of sophisticated strategy

frameworks creates an impression

that “everyone knows what we know

and is probably analyzing the data

in the same ways that we are.” The

danger is obvious: if strategists

question their ability to generate

novel insights, they are less likely

to reach for the relative advantages

that are most likely to differentiate

them from competitors.

For the complete survey results,

see “Putting strategies to the test:

McKinsey Global Survey results,”

on mckinseyquarterly.com.

Copyright © 2011 McKinsey & Company. All rights reserved. We welcome your comments on this article. Please send them to [email protected].

related files/1349723555.pdf

McKinsey on Finance

Number 36, Summer 2010

Perspectives on Corporate Finance and Strategy

Why Asia’s banks underperform at M&A

21

Five ways CFOs can make cost cuts stick

25

The right way to hedge

32

A singular moment for merger value?

8

The five types of successful acquisitions

2

McKinsey conversations with global leaders: David Rubenstein of The Carlyle Group

10

2

There is no magic formula to make acquisitions

successful. Like any other business process, they

are not inherently good or bad, just as marketing

and R&D aren’t. Each deal must have its own

strategic logic. In our experience, acquirers in the

most successful deals have specific, well-

articulated value creation ideas going in. For less

successful deals, the strategic rationales—such as

pursuing international scale, filling portfolio gaps,

or building a third leg of the portfolio—tend to be

vague.

Empirical analysis of specific acquisition strategies

offers limited insight, largely because of the wide

variety of types and sizes of acquisitions and the

lack of an objective way to classify them by

strategy. What’s more, the stated strategy may not

Marc Goedhart,

Tim Koller,

and David Wessels

The five types of successful acquisitions

even be the real one: companies typically talk up

all kinds of strategic benefits from acquisitions that

are really entirely about cost cutting. In the

absence of empirical research, our suggestions for

strategies that create value reflect our acquisitions

work with companies.

In our experience, the strategic rationale for an

acquisition that creates value typically conforms to

at least one of the following five archetypes:

improving the performance of the target company,

removing excess capacity from an industry,

creating market access for products, acquiring

skills or technologies more quickly or at lower cost

than they could be built in-house, and picking

winners early and helping them develop their

businesses. If an acquisition does not fit one or

Companies advance myriad strategies for creating value with acquisitions—but only

a handful are likely to do so.

3

more of these archetypes, it’s unlikely to create

value. Executives, of course, often justify

acquisitions by choosing from a much broader

menu of strategies, including roll-ups,

consolidating to improve competitive behavior,

transformational mergers, and buying cheap.

While these strategies can create value, we find

that they seldom do. Value-minded executives

should view them with a gimlet eye.

Five archetypes

An acquisition’s strategic rationale should be a

specific articulation of one of these archetypes,

not a vague concept like growth or strategic

positioning, which may be important but must be

translated into something more tangible.

Furthermore, even if your acquisition is based on

one of the archetypes below, it won’t create value

if you overpay.

Improve the target company’s performance

Improving the performance of the target company

is one of the most common value-creating

acquisition strategies. Put simply, you buy a

company and radically reduce costs to improve

margins and cash flows. In some cases, the acquirer

may also take steps to accelerate revenue growth.

Pursuing this strategy is what the best private-

equity firms do. Among successful private-equity

acquisitions in which a target company was

bought, improved, and sold, with no additional

acquisitions along the way, operating-profit

margins increased by an average of about

2.5 percentage points more than those at peer

companies during the same period. This means

that many of the transactions increased

operating-profit margins even more.

Keep in mind that it is easier to improve the

performance of a company with low margins and

low returns on invested capital (ROIC) than that

of a high-margin, high-ROIC company. Consider a

target company with a 6 percent operating-profit

margin. Reducing costs by three percentage points,

to 91 percent of revenues, from 94 percent,

increases the margin to 9 percent and could lead to

a 50 percent increase in the company’s value. In

contrast, if the operating-profit margin of a

company is 30 percent, increasing its value by

50 percent requires increasing the margin to

45 percent. Costs would need to decline from

70 percent of revenues to 55 percent, a 21 percent

reduction in the cost base. That might not be

reasonable to expect.

Consolidate to remove excess capacity from

industry

As industries mature, they typically develop excess

capacity. In chemicals, for example, companies are

constantly looking for ways to get more production

out of their plants, while new competitors continue

to enter the industry. For example, Saudi Basic

Industries Corporation (SABIC), which began

production in the mid-1980s, grew from 6.3 million

metric tons of value-added commodities—such as

chemicals, polymers, and fertilizers—in 1985 to

56 million tons in 2008. Now one of the world’s

largest petrochemicals concerns, SABIC expects

continued growth, estimating its annual

production to reach 135 million tons by 2020.

The combination of higher production from

existing capacity and new capacity from recent

entrants often generates more supply than demand.

It is in no individual competitor’s interest to shut a

plant, however. Companies often find it easier to

shut plants across the larger combined entity

resulting from an acquisition than to shut their

least productive plants without one and end up

with a smaller company.

Reducing excess in an industry can also extend to

less tangible forms of capacity. Consolidation in

4 McKinsey on Finance Number 36, Summer 2010

the pharmaceutical industry, for example, has

significantly reduced the capacity of the sales force

as the product portfolios of merged companies

change and they rethink how to interact with

doctors. Pharmaceutical companies have also

significantly reduced their R&D capacity as they

found more productive ways to conduct research

and pruned their portfolios of development

projects.

While there is substantial value to be created from

removing excess capacity, as in most M&A activity

the bulk of the value often accrues to the seller’s

shareholders, not the buyer’s.

Accelerate market access for the target’s (or

buyer’s) products

Often, relatively small companies with innovative

products have difficulty reaching the entire

potential market for their products. Small

pharmaceutical companies, for example, typically

lack the large sales forces required to cultivate

relationships with the many doctors they need to

promote their products. Bigger pharmaceutical

companies sometimes purchase these smaller

companies and use their own large-scale sales

forces to accelerate the sales of the smaller

companies’ products.

IBM, for instance, has pursued this strategy in its

software business. From 2002 to 2009, it acquired

70 companies for about $14 billion. By pushing

their products through a global sales force, IBM

estimates it increased their revenues by almost

50 percent in the first two years after each

acquisition and an average of more than 10 percent

in the next three years.

In some cases, the target can also help accelerate

the acquirer’s revenue growth. In Procter &

Gamble’s acquisition of Gillette, the combined

company benefited because P&G had stronger

sales in some emerging markets, Gillette in others.

Working together, they introduced their products

into new markets much more quickly.

Get skills or technologies faster or at lower cost

than they can be built

Cisco Systems has used acquisitions to close gaps

in its technologies, allowing it to assemble a broad

line of networking products and to grow very

quickly from a company with a single product line

into the key player in Internet equipment. From

1993 to 2001, Cisco acquired 71 companies, at an

average price of approximately $350 million.

Cisco’s sales increased from $650 million in 1993

to $22 billion in 2001, with nearly 40 percent

of its 2001 revenue coming directly from these

acquisitions. By 2009, Cisco had more than

$36 billion in revenues and a market cap of

approximately $150 billion.

Pick winners early and help them develop their

businesses

The final winning strategy involves making

acquisitions early in the life cycle of a new industry

or product line, long before most others recognize

that it will grow significantly. Johnson & Johnson

pursued this strategy in its early acquisitions of

medical-device businesses. When J&J bought

device manufacturer Cordis, in 1996, Cordis had

$500 million in revenues. By 2007, its revenues

had increased to $3.8 billion, reflecting a 20 percent

annual growth rate. J&J purchased orthopedic-

device manufacturer DePuy in 1998, when DePuy

had $900 million in revenues. By 2007, they had

grown to $4.6 billion, also at an annual growth

rate of 20 percent.

This acquisition strategy requires a disciplined

approach by management in three dimensions.

First, you must be willing to make investments

early, long before your competitors and the market

see the industry’s or company’s potential. Second,

5The five types of successful acquisitions

you need to make multiple bets and to expect that

some will fail. Third, you need the skills and

patience to nurture the acquired businesses.

Harder strategies

Beyond the five main acquisition strategies we’ve

explored, a handful of others can create value,

though in our experience they do so relatively

rarely.

Roll-up strategy

Roll-up strategies consolidate highly fragmented

markets where the current competitors are too

small to achieve scale economies. Beginning in the

1960s, Service Corporation International, for

instance, grew from a single funeral home in

Houston to more than 1,400 funeral homes and

cemeteries in 2008. Similarly, Clear Channel

Communications rolled up the US market for radio

stations, eventually owning more than 900.

This strategy works when businesses as a group

can realize substantial cost savings or achieve

higher revenues than individual businesses can.

Service Corporation’s funeral homes in a given city

can share vehicles, purchasing, and back-office

operations, for example. They can also coordinate

advertising across a city to reduce costs and raise

revenues.

Size per se is not what creates a successful roll-up;

what matters is the right kind of size. For Service

Corporation, multiple locations in individual cities

have been more important than many branches

spread over many cities, because the cost savings

(such as sharing vehicles) can be realized only if

the branches are near one another. Roll-up

strategies are hard to disguise, so they invite

copycats. As others tried to imitate Service

Corporation’s strategy, prices for some funeral

homes were eventually bid up to levels that made

additional acquisitions uneconomic.

Consolidate to improve competitive behavior

Many executives in highly competitive industries

hope consolidation will lead competitors to focus

6 McKinsey on Finance Number 36, Summer 2010

less on price competition, thereby improving the

ROIC of the industry. The evidence shows, however,

that unless it consolidates to just three or four

companies and can keep out new entrants, pricing

behavior doesn’t change: smaller businesses or new

entrants often have an incentive to gain share

through lower prices. So in an industry with, say,

ten companies, lots of deals must be done before

the basis of competition changes.

Enter into a transformational merger

A commonly mentioned reason for an acquisition

or merger is the desire to transform one or both

companies. Transformational mergers are rare,

however, because the circumstances have to be just

right, and the management team needs to execute

the strategy well.

Transformational mergers can best be described by

example. One of the world’s leading

pharmaceutical companies, Switzerland’s Novartis,

was formed in 1996 by the $30 billion merger of

Ciba-Geigy and Sandoz. But this merger was much

more than a simple combination of businesses:

under the leadership of the new CEO, Daniel

Vasella, Ciba-Geigy and Sandoz were transformed

into an entirely new company. Using the merger as

a catalyst for change, Vasella and his management

team not only captured $1.4 billion in cost

synergies but also redefined the company’s

mission, strategy, portfolio, and organization, as

well as all key processes, from research to sales. In

every area, there was no automatic choice for either

the Ciba or the Sandoz way of doing things; instead,

the organization made a systematic effort to find

the best way.

Novartis shifted its strategic focus to innovation in

its life sciences business (pharmaceuticals,

nutrition, and products for agriculture) and spun

off the $7 billion Ciba Specialty Chemicals

business in 1997. Organizational changes included

structuring R&D worldwide by therapeutic rather

than geographic area, enabling Novartis to build a

world-leading oncology franchise.

Across all departments and management layers,

Novartis created a strong performance-oriented

culture supported by shifting from a seniority- to a

performance-based compensation system for

managers.

Buy cheap

The final way to create value from an acquisition is

to buy cheap—in other words, at a price below a

company’s intrinsic value. In our experience,

however, such opportunities are rare and relatively

small. Nonetheless, though market values revert to

intrinsic values over longer periods, there can be

brief moments when the two fall out of alignment.

Markets, for example, sometimes overreact to

negative news, such as a criminal investigation of

an executive or the failure of a single product in a

portfolio with many strong ones.

Such moments are less rare in cyclical industries,

where assets are often undervalued at the bottom

of a cycle. Comparing actual market valuations

with intrinsic values based on a “perfect foresight”

model, we found that companies in cyclical

industries could more than double their

shareholder returns (relative to actual returns) if

they acquired assets at the bottom of a cycle and

sold at the top.

While markets do throw up occasional

opportunities for companies to buy targets at levels

below their intrinsic value, we haven’t seen many

cases. To gain control of a target, acquirers must

pay its shareholders a premium over the current

market value. Although premiums can vary widely,

the average ones for corporate control have been

7The five types of successful acquisitions

fairly stable: almost 30 percent of the

preannouncement price of the target’s equity. For

targets pursued by multiple acquirers, the

premium rises dramatically, creating the so-called

winner’s curse. If several companies evaluate a

given target and all identify roughly the same

potential synergies, the pursuer that overestimates

them most will offer the highest price. Since it is

based on an overestimation of the value to be

created, the winner pays too much—and is

ultimately a loser.

Since market values can sometimes deviate from

intrinsic ones, management must also beware the

possibility that markets may be overvaluing a

potential acquisition. Consider the stock market

bubble during the late 1990s. Companies that

merged with or acquired technology, media, or

telecommunications businesses saw their share

prices plummet when the market reverted to

earlier levels. The possibility that a company might

pay too much when the market is inflated deserves

serious consideration, because M&A activity seems

to rise following periods of strong market

performance. If (and when) prices are artificially

high, large improvements are necessary to justify

an acquisition, even when the target can be

purchased at no premium to market value.

Premiums for private deals tend to be smaller,

although comprehensive evidence is difficult to

collect because publicly available data are scarce.

Private acquisitions often stem from the seller’s

desire to get out rather than the buyer’s desire

for a purchase.

By focusing on the types of acquisition strategies

that have created value for acquirers in the past,

managers can make it more likely that their

acquisitions will create value for their shareholders.

1 Viral V. Acharya, Moritz Hahn, and Conor Kehoe, “Corporate governance and value creation: Evidence from private equity,” Social Science Research Network Working Paper, February 19, 2010.

2 IBM investor briefing, May 12, 2010 (www.ibm.com/investor/ events/investor0510/presentation/pres3.pdf).

3 Marco de Heer and Timothy M. Koller, “Valuing cyclical companies,” mckinseyquarterly.com, May 2000.

4 Kevin Rock, “Why new issues are underpriced,” Journal of Financial Economics, 1986, Volume 15, Number 1–2, pp. 187–212.

Marc Goedhart ([email protected]) is a consultant in McKinsey’s Amsterdam office, Tim Koller

([email protected]) is a partner in the New York office, and David Wessels, an alumnus of the New York

office, is an adjunct professor of finance at the University of Pennsylvania’s Wharton School. This article is excerpted

from Tim Koller, Marc Goedhart, and David Wessels, Valuation: Measuring and Managing the Value of Companies (fifth

edition, Hoboken, NJ: John Wiley & Sons, August 2010). Tim Koller is also coauthor, with Richard Dobbs and Bill

Huyett, of a forthcoming managers’ guide to value creation, titled Value: The Four Cornerstones of Corporate Finance

(Hoboken, NJ: John Wiley & Sons, October 2010). Copyright © 2010 McKinsey & Company. All rights reserved.

related files/1472378321.pptx

Strategic Financial Analysis

MBA Module 5

1

Session 4

School of Business

1

2

Session 4

Readings and assignments

Have you tested your strategy lately?, McKinsey Quarterly, January 2011 (Bradley, et al)

Why bad multiples happen to good companies, McKinsey Quarterly, May 2012 (Foushee, et al)

Good Financial Analysts are Made, not Born and FP&A Peril: Too Much Data, Too Little Judgment, CFO.com, 6/20/2012 and 4/23/2012, respectively

Pink, “The Truth About What Motivates Us, Aspen Ideas Festival, July 29, 2010 (a podcast – over one hour)

PowerPoint deck in Bb (session 4)

Activities in class

Two merger paper presentations and “role teams” evaluate

Discuss readings

Goals

Bring closure to merger paper assignment

Answer any “open questions” on financial analysis and valuation

Emphasize the importance of leadership in implementing a financially well grounded new strategic direction

Answer any remaining questions about final paper and spreadsheet submission details

School of Business

2

3

Merger Paper Presentations

Creditors

Activist

Investors

Investors

Employees

COO

CFO

CEO

Presenters

Use your paper to present your merger paper (no new .ppt slides)

You have 15 minutes, including questions

Be sure to focus on the rationale of the acquisition, going forward targets to ensure success, and risks (if you acquired PSMT).

Role Teams

Evaluate the proposal from your perspective, specifically noting the strength of the rationale, supporting data, and risk identification.

What weaknesses do you see in the recommendation?

Of the two proposals, which is stronger and why? What would you change about it before going to the BoD?

School of Business

3

Final Readings – Discussion How Finance Dovetails with Strategy

4

School of Business

4

5

Bradley et al: Have you tested your strategy lately? *

Article Overview

What surprised you in this article?

Do you know your company’s strategy, and how many of the tests does it pass?

Which of the “test” are the most difficult to evaluate and why?

Why do you think so few companies only “pass” four or fewer tests?

Did any of the footnotes inspire you to read more on strategy? If so, which readings?

* McKinsey Quarterly, January 2011

_______________________________________________________________________________________

_______________________________________________________________________________________

_______________________________________________________________________________________

_______________________________________________________________________________________

_______________________________________________________________________________________

School of Business

5

6

Nolen et al: Why bad multiples happen to good companies *

Article Overview

What are your three key take-a-ways from this article?

Why do you think the article was written?

Any surprises for you in this material?

What is “enterprise value”?

Did you think about NewCo’s revenue growth after you read this article? What insight did you have?

* Mckinsey Quarterly, May 2012

_______________________________________________________________________________________

_______________________________________________________________________________________

_______________________________________________________________________________________

_______________________________________________________________________________________

_______________________________________________________________________________________

School of Business

6

7

McCann: Good Financial Analyst … & Too Much Data …*

Article Overview

What are your three key take-a-ways from these papers?

On a scale of one to 10, 10 being the best, rate yourself as a financial analyst? Why did you give yourself this rating?

Do these insights extend beyond financial analysis? Why or why not?

* CFO.com, June 20th and April 23rd, 2012

_______________________________________________________________________________________

_______________________________________________________________________________________

_______________________________________________________________________________________

School of Business

7

8

Daniel Pink: The Truth About What Motivates Us? *

Interesting points about the speech and speaking style

________________________________________________

________________________________________________

________________________________________________

________________________________________________

________________________________________________

________________________________________________

________________________________________________

* Aspen Institute, July 29, 2010; Podcast from Aspen Public Radio – posted in Bb (it takes a while for the file to download before it starts)

Insights on the scientific evidence of what motivates us

________________________________________________

________________________________________________

________________________________________________

________________________________________________

________________________________________________

________________________________________________

________________________________________________

What can motivation science say about financial management

________________________________________________

________________________________________________

________________________________________________

________________________________________________

________________________________________________

________________________________________________

________________________________________________

School of Business

8

Final Reminders

9

* Proofread before submitting your paper and spreadsheet on Blackboard

Check for grammar – see “Examples of Poor Writing & How to Correct Them”

Reread the rubric on your syllabus

Follow the detailed instructions we have covered three times already

QUALITATIVE EVALUATION Paper (MS Word’s .doc or .docx format only!)

Cover sheet with Hamline ID #

Executive Summary Page

Maximum three additional pages using suggested headings

Have you gone “beyond the numbers” to describe precisely how

value can be created (or destroyed) by putting COST & PSMT together?

Reference page (minimum 5 references from this course)

QUANTITATIVE VALUATION Spreadsheet

Don’t forget to add your Hamline ID # to the Summary Tab

Don’t touch tabs 1 & 2 that we completed as a class

Change 4-5 variables on Combined New Company Inc. Stmt.

Do your changes from the weighted averages of COST

and PSMT continuing to operate separately reflect

the + or – synergies described in your paper?

On the Summary tab is your NPV reasonable?

Did you want to add a 5th tab? (DuPont analysis or WACC?)

School of Business

9

Final Reminders (continued)

10

Submit paper and spreadsheet by deadline = 10:00 PM this Saturday night!

Complete Course Evaluation on Hamline’s Piperline

I’ll try to return your evaluated papers to you via e-mail by evening, Tuesday July 28th; and I should have all course grades posted on Piperline late that night.

Best wishes to all of you as you come down the “home stretch” toward earning your MBA degree!

David Christopherson

School of Business

10

image1.jpeg

related files/1501597129.docx

Grading Rubric for Individual Paper (merger paper – 400 possible points)

Graded Elements &

Relative Weighting

(Share of 100%)

Does not Meet Expectations

Below 70%

Approaches Expectations

70% - 79%

Meets Expectations

80% - 89%

Exceeds Expectations

90% - 100%

Problem Formulation

20%

Problems, issues, opportunities, or questions are identified and formulated comprehensively

Fails to identify and formulate the problems, issues, opportunities, or questions

48 55

Recognizes one or more of the problems, but they are not stated correctly in all cases; may be confused as to some key information

56 63

Recognizes most of the problems and those seen are stated clearly and correctly, but formulation(s) are not comprehensive

64 71

Clearly identifies and formulates problems or issues and correctly summarizes implications and relationship among key factors

72 80

Information and Assumptions

10%

Evidence, information quality and assumptions are evaluated

Fails to assess the quality of data, and supporting evidence; does not identify key assumptions.

24 27

Available evidence is partially assessed but observations are limited and inadequate for the purpose used; key assumptions not explicitly stated

28 31

Available data and other evidence are reasonably assessed; and observations are made upon the adequacy of that data; key assumptions are stated, but their implications may not be noted

32 35

The evidence sources are validated and examined for relevancy and completeness, and the information referenced is determined to be suitable for use; key assumptions and the implications related to their use are noted

36 40

Analytical Skill

30%

Quantitative and / or qualitative analysis undertaken for problem solving (30)

Quantitative or qualitative analysis is inappropriate, inaccurate or incomplete

72 43

Analysis is somewhat appropriate but elements fall-short or are inaccurate, limiting its usefulness for decision-making

84 95

Analysis is mostly appropriate and is a reasonable beginning that is likely to lead to useful decision-making

96 107

Analysis is appropriate, accurate and complete, and enables good decision-making

108 120

Communication of Recommendations

25%

Communicates effectively well-reasoned, creative, useful, and logical recommendations

No actions proposed and communication is limited and narrow; and or with a high number of grammatical errors

60 69

Proposes solutions are expressed somewhat completely, but communication falls short of being fully effective and compelling and/or grammatically correct

70 79

Proposed solutions are expressed clearly and completely in the whole, though supporting rationale may not be compelling and/or some grammar mistakes present

80 89

Logical and reasoned recommendations or solutions are advanced and communication is effective, grammatically correct, and acknowledging both limitations and broader implications

90 100

Alternatives Addressed

15%

Alternative perspectives incorporated in the analysis

Fails to recognize the perspective of others or that other potential decisions that are possible

36 41

Begins to address the perspective of others and attempts to address other decisions, but not comprehensively

42 47

Addresses the perspective of others and begins to address other potential solutions, but is not compelling

48 53

Fully integrates alternative perspectives and decisions in the analysis and justifies the actions proposed in relations to other options

54 60

related files/1941091412.docx

Grading Rubric for Individual Paper (merger paper – 400 possible points)

Graded Elements &

Relative Weighting

(Share of 100%)

Does not Meet Expectations

Below 70%

Approaches Expectations

70% - 79%

Meets Expectations

80% - 89%

Exceeds Expectations

90% - 100%

Problem Formulation

20%

Problems, issues, opportunities, or questions are identified and formulated comprehensively

Fails to identify and formulate the problems, issues, opportunities, or questions

48 55

Recognizes one or more of the problems, but they are not stated correctly in all cases; may be confused as to some key information

56 63

Recognizes most of the problems and those seen are stated clearly and correctly, but formulation(s) are not comprehensive

64 71

Clearly identifies and formulates problems or issues and correctly summarizes implications and relationship among key factors

72 80

Information and Assumptions

10%

Evidence, information quality and assumptions are evaluated

Fails to assess the quality of data, and supporting evidence; does not identify key assumptions.

24 27

Available evidence is partially assessed but observations are limited and inadequate for the purpose used; key assumptions not explicitly stated

28 31

Available data and other evidence are reasonably assessed; and observations are made upon the adequacy of that data; key assumptions are stated, but their implications may not be noted

32 35

The evidence sources are validated and examined for relevancy and completeness, and the information referenced is determined to be suitable for use; key assumptions and the implications related to their use are noted

36 40

Analytical Skill

30%

Quantitative and / or qualitative analysis undertaken for problem solving (30)

Quantitative or qualitative analysis is inappropriate, inaccurate or incomplete

72 43

Analysis is somewhat appropriate but elements fall-short or are inaccurate, limiting its usefulness for decision-making

84 95

Analysis is mostly appropriate and is a reasonable beginning that is likely to lead to useful decision-making

96 107

Analysis is appropriate, accurate and complete, and enables good decision-making

108 120

Communication of Recommendations

25%

Communicates effectively well-reasoned, creative, useful, and logical recommendations

No actions proposed and communication is limited and narrow; and or with a high number of grammatical errors

60 69

Proposes solutions are expressed somewhat completely, but communication falls short of being fully effective and compelling and/or grammatically correct

70 79

Proposed solutions are expressed clearly and completely in the whole, though supporting rationale may not be compelling and/or some grammar mistakes present

80 89

Logical and reasoned recommendations or solutions are advanced and communication is effective, grammatically correct, and acknowledging both limitations and broader implications

90 100

Alternatives Addressed

15%

Alternative perspectives incorporated in the analysis

Fails to recognize the perspective of others or that other potential decisions that are possible

36 41

Begins to address the perspective of others and attempts to address other decisions, but not comprehensively

42 47

Addresses the perspective of others and begins to address other potential solutions, but is not compelling

48 53

Fully integrates alternative perspectives and decisions in the analysis and justifies the actions proposed in relations to other options

54 60

related files/202335146.xlsx

Costco IS

Annual Income Statement * To Be Finalized July 16 2015 Divd. Growth Model CAPM Sales growth 8.21% STUDENT ID #
(Millions except for per share) Divd. Yield 1.11% rf 2.35% Gross profit margin 12.60%
gs 5.99% Beta 0.76 SG&A % of sales 8.90%
COSTCO WHOLESALE CORP SIC: 5399 (Misc. General Mdse Stores) Mkt prem 6.25% Tax rate 35.00%
999 Lake Drive GICS: 30101040 (Hypermarkets & Super Centers) E(Ret) 7.10% RRR 7.10% Chg. NWC % of sales 0.50%
Issaquah, WA 98027 S&P Long-Term Issuer Credit Rating: A+ Equibrium CAPM=DGM Price $ 144.33 WACC 6.95%
Ticker: COST S&P Short-Term Issuer Credit Rating: Extremely Strong (A1) Market Price 7/16/2015 $ 144.33 RADR (WACC + 10%) 7.65%
Depr. % of Sales 0.91%
Cap Exp. % of Sales 1.92%
2009 Aug 2010 Aug 2011 Aug 2012 Aug 2013 Aug 2014 Aug CAGR Aug-15 Aug-16 Aug-17 Aug-18 Aug-19 Aug-20 Aug-21 Aug-22 Aug-23 2024 Aug 2025
Sales 71,449 77,946 88,915 99,137 105,156 112,640 9.5% 121,888 131,895 142,723 154,441 167,120 180,841 195,688 211,754 229,139 247,951
Cost of Goods Sold 61,607 67,995 77,739 86,823 91,948 98,458 9.8% 106,530 115,276 124,740 134,981 146,063 158,055 171,031 185,073 200,268 216,710
Gross Profit 9,842 9,951 11,176 12,314 13,208 14,182 7.6% 15,358 16,619 17,983 19,460 21,057 22,786 24,657 26,681 28,872 31,242
Selling, General, & Administrative Exp. 7,303 7,079 7,882 8,647 9,209 9,933 6.3% 10,848 11,739 12,702 13,745 14,874 16,095 17,416 18,846 20,393 22,068
Depreciation, Depletion, & Amortization 728 795 855 908 946 1,029 7.2% 1,109 1,200 1,299 1,405 1,521 1,646 1,781 1,927 2,085 2,256
- 0
Operating Profit (EBIT) 1,811 2,077 2,439 2,759 3,053 3,220 12.2% 3,401 3,680 3,982 4,309 4,663 5,045 5,460 5,908 6,393 6,918
Interest Expense 116 111 116 95 99 113 -0.5%
Non-Operating Income / Expense 53 88 60 103 97 90 11.2%
Special Items and other 72 0 0 17 0 0
Pretax Income 1,714 2,054 2,383 2,750 3,051 3,197 13.3%
Total Income Taxes 628 731 841 1,000 990 1,109 12.0%
Less Non-Cont. Int. Adj. 0 20 80 41 22 45
Adjusted Net Income 1,086 1,303 1,462 1,709 2,039 2,043 13.5%
EPS Basic from Operations 2.55 2.97 3.35 3.94 4.68 4.69 13.0%
EPS Diluted from Operations 2.52 2.92 3.30 3.89 4.63 4.65 13.0%
Dividends Per Share 0.68 0.77 0.89 1.03 1.10 1.33 1.60
Com Shares for Basic EPS 433.988 438.611 436.119 433.620 435.741 438.692
Com Shares for Diluted EPS 440.454 445.970 443.094 439.373 440.512 442.490
NOPAT 2,210 2,392 2,588 2,801 3,031 3,280 3,549 3,840 4,155 4,497
Depreciation 1,109 1,200 1,299 1,405 1,521 1,646 1,781 1,927 2,085 2,256
Change in NWC 46 50 54 59 63 69 74 80 87 94 CAGR for FCF
Cap Exp. 2,340 2,532 2,740 2,965 3,209 3,472 3,757 4,066 4,399 4,761 8.21%
Free cash flow 933 1,010 1,093 1,182 1,279 1,384 1,498 1,621 1,754 1,898 2,054
2025 Terminal Value >>>>>>> 124,220
Discount Factor 0.935 0.874 0.817 0.764 0.715 0.668 0.625 0.584 0.546 0.511 0.478
Discounted CF 872 883 893 904 914 925 936 947 958 969
Sum of 1-10 DCF's 9,202
Disc. Terminal Value 59,320 Sensitivity analysis with WACC and growth rates
Total of all DCF's 68,523
Less Debt 4,929
Intrinsic Equity Val. 63,594
DCF/Share 144.36

PSMT IS

Annual Income Statement * To Be Finalized July 16 2015 Divd. Growth Model CAPM Sales growth 13.00% STUDENT ID #
(Millions except for per share) Divd. Yield 0.70% rf 2.35% Gross profit margin 17.00%
gs 10.59% Beta 1.43 SG&A % of sales 8.450%
PRICESMART INC. Mkt prem 6.25% Tax rate 32.75%
9740 Scranton Road E(Ret) 11.29% RRR 11.29% NWC % of sales 1.00%
San Diego, CA 92121 Equibrium CAPM=DGM Price $ 100.61 WACC 10.76%
Ticker: PSMT Market Price 7/16/2015 $ 100.61 RADR (WACC + 10%) 11.84%
Fiscal Year: 8 Depr. % Sales 1.35%
Cap. Ex. % Sales 1.40%
2009 Aug 2010 Aug 2011 Aug 2012 Aug 2013 Aug 2014 Aug CAGR Aug-15 Aug-16 Aug-17 Aug-18 Aug-19 Aug-20 Aug-21 Aug-22 Aug-23 2024 Aug 2025
Sales 1,252 1,396 1,714 2,051 2,300 2,518 10.4% 2,845 3,215 3,633 4,106 4,639 5,242 5,924 6,694 7,564 8,548
Cost of Goods Sold 1,034 1,160 1,431 1,719 1,929 2,114 10.7% 2,362 2,669 3,016 3,408 3,851 4,351 4,917 5,556 6,278 7,094
Gross Profit 217 236 283 332 371 404 8.8% 484 547 618 698 789 891 1,007 1,138 1,286 1,453
Selling, General, & Administrative Exp. 132 146 174 200 218 238 8.7% 240 272 307 347 392 443 501 566 639 722
Depreciation, Depletion, & Amortization 14 15 19 24 24 28 11.5% 38 49 55 63 71 80 90 102 115
Operating Profit (EBIT) 72 75 90 108 129 138 8.5% 205 275 262 296 334 377 427 482 545 615
Interest Expense 3 3 4 6 4 4
Non-Operating Income / Expense 0 0 0 0 2 0
Special Items and other 0 0 3 1 0 0
Pretax Income 68 72 89 103 123 134
Total Income Taxes 19 23 27 35 39 41
(Adjustments) 2 0 0 0 0 0
Adjusted Net Income 47 49 62 68 84 93
EPS Basic from Operations 1.46 1.66 2.00 2.24 2.78 3.07
EPS Diluted from Operations 1.45 1.65 2.00 2.24 2.78 3.07
Dividends Per Share 0.50 0.50 0.60 0.60 0.60 0.60 0.70
Com Shares for Basic EPS 28.959 29.254 29.441 29.554 29.65 29.75
Com Shares for Diluted EPS 29.181 29.279 29.450 29.566 29.68 29.76
NOPAT 138 185 176 199 225 254 287 324 366 414
Depreciation 38 0 49 55 63 71 80 90 102 115
Change in NWC 3 4 4 5 5 6 7 8 9 10 CAGR for FCF
Cap Exp. 40 45 51 57 65 73 83 94 106 120 13.00%
Free cash flow 133 136 170 192 217 245 277 313 354 400 452
2025 Terminal Value >>>>>>> 5,416
Discount Factor 0.903 0.815 0.736 0.664 0.600 0.542 0.489 0.442 0.399 0.360 0.325
Discounted CF 120 111 125 128 130 133 135 138 141 144
Sum of 1-10 DCF's 1,305
Disc. Terminal Value 1,760 Sensitivity analysis with WACC and growth rates
Total of all DCF's 3,065
Less Debt 90
Intrinsic Equity Val. 2,975
DCF/Share 100.63

Combined IS

Combined Pro Forma Income Statement - Projections Assuming Costco Acquires PriceSmart
Assumptions: Sales growth 8.42% Gs 6.0835% Fill in your 10 assumptions about positive or negative
Gross profit margin 12.80% synergy by changing any of the cells shaded in blue to the left.
SG&A % of sales 8.88% Weights <<<<====
Tax rate 34.90% 0.95531 COST
NWC % of sales 0.52% 0.04469 PSMT
WACC 7.12%
RADR (WACC + 10%) 7.83%
Depr. % Sales 0.93%
Cap. Ex. % Sales 1.90%
Aug-15 Aug-16 Aug-17 Aug-18 Aug-19 Aug-20 Aug-21 Aug-22 Aug-23 2024 Aug CAGR 2025
Sales 124,733 135,241 146,633 158,986 172,379 186,900 202,645 219,716 238,225 258,293 8.42%
Cost of Goods Sold 108,771 117,934 127,869 138,641 150,320 162,983 176,713 191,600 207,740 225,241 8.42%
Gross Profit 15,962 17,306 18,764 20,345 22,059 23,917 25,932 28,116 30,485 33,053 8.42%
Selling, General, & Administrative Exp. 11,076 12,009 13,021 14,118 15,307 16,597 17,995 19,511 21,154 22,936 8.42%
Depreciation, Depletion, & Amortization 1,160 1,257 1,363 1,478 1,603 1,738 1,884 2,043 2,215 2,401 8.42%
Operating Profit (EBIT) 3,726 4,040 4,380 4,749 5,149 5,583 6,053 6,563 7,116 7,715 8.42%
NOPAT 2,426 2,630 2,851 3,092 3,352 3,634 3,941 4,273 4,633 5,023 8.42%
Depreciation 1,160 1,257 1,363 1,478 1,603 1,738 1,884 2,043 2,215 2,401 8.42%
Change in NWC 92 55 60 65 70 76 82 89 97 105 1.52%
CapEx 2,366 2,565 2,781 3,016 3,270 3,545 3,844 4,167 4,519 4,899 8.42%
Free cash flow 1,128 1,267 1,374 1,490 1,615 1,751 1,899 2,059 2,232 2,420 8.85% 2,634
119,559
Discount factor 0.934 0.871 0.814 0.759 0.709 0.662 0.618 0.577 0.538 0.503
Discounted CF 1,053 1,104 1,118 1,131 1,145 1,159 1,173 1,187 1,202 1,216
Sum of DCF yrs 1-10) 11,489
DCF of terminal perp. 60,099
Total of all DCFs 71,588
Less Debt 5,019
Intrinsic Equity Value 66,569
DCF per share 150.4414107145
Total Shares 442.490
costco is 19 times bigger than coscto

Summary

Present value of Costco (PV-C) 63,594 July 16 2015 STUDENT ID #
NOTE: All numbers in millions of USD.
Present value of Pricesmart (PV-P) 2,975
PV of C and P alone 66,569 Baseline value to exceed separate
Present value of C & P Combined (PV-C&P) 66,569 Synergies included here (revenue, costs, efficiency, etc.) together
Gain in value with synergies -0
% gain -0.0%
Cash to be paid for PriceSmart 3,868 Premium = 30% (if PV = market value) (change if you like)
Premium Cost (cash paid - PV-PS) 893
Overall NPV (+ gain or - loss) (893)

Sheet1

related files/243990533.xlsx

Costco IS

Annual Income Statement * To Be Finalized July 16 2015 Divd. Growth Model CAPM Sales growth 8.21% STUDENT ID #
(Millions except for per share) Divd. Yield 1.11% rf 2.35% Gross profit margin 12.60%
gs 5.99% Beta 0.76 SG&A % of sales 8.90%
COSTCO WHOLESALE CORP SIC: 5399 (Misc. General Mdse Stores) Mkt prem 6.25% Tax rate 35.00%
999 Lake Drive GICS: 30101040 (Hypermarkets & Super Centers) E(Ret) 7.10% RRR 7.10% Chg. NWC % of sales 0.50%
Issaquah, WA 98027 S&P Long-Term Issuer Credit Rating: A+ Equibrium CAPM=DGM Price $ 144.33 WACC 6.95%
Ticker: COST S&P Short-Term Issuer Credit Rating: Extremely Strong (A1) Market Price 7/16/2015 $ 144.33 RADR (WACC + 10%) 7.65%
Depr. % of Sales 0.91%
Cap Exp. % of Sales 1.92%
2009 Aug 2010 Aug 2011 Aug 2012 Aug 2013 Aug 2014 Aug CAGR Aug-15 Aug-16 Aug-17 Aug-18 Aug-19 Aug-20 Aug-21 Aug-22 Aug-23 2024 Aug 2025
Sales 71,449 77,946 88,915 99,137 105,156 112,640 9.5% 121,888 131,895 142,723 154,441 167,120 180,841 195,688 211,754 229,139 247,951
Cost of Goods Sold 61,607 67,995 77,739 86,823 91,948 98,458 9.8% 106,530 115,276 124,740 134,981 146,063 158,055 171,031 185,073 200,268 216,710
Gross Profit 9,842 9,951 11,176 12,314 13,208 14,182 7.6% 15,358 16,619 17,983 19,460 21,057 22,786 24,657 26,681 28,872 31,242
Selling, General, & Administrative Exp. 7,303 7,079 7,882 8,647 9,209 9,933 6.3% 10,848 11,739 12,702 13,745 14,874 16,095 17,416 18,846 20,393 22,068
Depreciation, Depletion, & Amortization 728 795 855 908 946 1,029 7.2% 1,109 1,200 1,299 1,405 1,521 1,646 1,781 1,927 2,085 2,256
- 0
Operating Profit (EBIT) 1,811 2,077 2,439 2,759 3,053 3,220 12.2% 3,401 3,680 3,982 4,309 4,663 5,045 5,460 5,908 6,393 6,918
Interest Expense 116 111 116 95 99 113 -0.5%
Non-Operating Income / Expense 53 88 60 103 97 90 11.2%
Special Items and other 72 0 0 17 0 0
Pretax Income 1,714 2,054 2,383 2,750 3,051 3,197 13.3%
Total Income Taxes 628 731 841 1,000 990 1,109 12.0%
Less Non-Cont. Int. Adj. 0 20 80 41 22 45
Adjusted Net Income 1,086 1,303 1,462 1,709 2,039 2,043 13.5%
EPS Basic from Operations 2.55 2.97 3.35 3.94 4.68 4.69 13.0%
EPS Diluted from Operations 2.52 2.92 3.30 3.89 4.63 4.65 13.0%
Dividends Per Share 0.68 0.77 0.89 1.03 1.10 1.33 1.60
Com Shares for Basic EPS 433.988 438.611 436.119 433.620 435.741 438.692
Com Shares for Diluted EPS 440.454 445.970 443.094 439.373 440.512 442.490
NOPAT 2,210 2,392 2,588 2,801 3,031 3,280 3,549 3,840 4,155 4,497
Depreciation 1,109 1,200 1,299 1,405 1,521 1,646 1,781 1,927 2,085 2,256
Change in NWC 46 50 54 59 63 69 74 80 87 94 CAGR for FCF
Cap Exp. 2,340 2,532 2,740 2,965 3,209 3,472 3,757 4,066 4,399 4,761 8.21%
Free cash flow 933 1,010 1,093 1,182 1,279 1,384 1,498 1,621 1,754 1,898 2,054
2025 Terminal Value >>>>>>> 124,220
Discount Factor 0.935 0.874 0.817 0.764 0.715 0.668 0.625 0.584 0.546 0.511 0.478
Discounted CF 872 883 893 904 914 925 936 947 958 969
Sum of 1-10 DCF's 9,202
Disc. Terminal Value 59,320 Sensitivity analysis with WACC and growth rates
Total of all DCF's 68,523
Less Debt 4,929
Intrinsic Equity Val. 63,594
DCF/Share 144.36

PSMT IS

Annual Income Statement * To Be Finalized July 16 2015 Divd. Growth Model CAPM Sales growth 13.00% STUDENT ID #
(Millions except for per share) Divd. Yield 0.70% rf 2.35% Gross profit margin 17.00%
gs 10.59% Beta 1.43 SG&A % of sales 8.450%
PRICESMART INC. Mkt prem 6.25% Tax rate 32.75%
9740 Scranton Road E(Ret) 11.29% RRR 11.29% NWC % of sales 1.00%
San Diego, CA 92121 Equibrium CAPM=DGM Price $ 100.61 WACC 10.76%
Ticker: PSMT Market Price 7/16/2015 $ 100.61 RADR (WACC + 10%) 11.84%
Fiscal Year: 8 Depr. % Sales 1.35%
Cap. Ex. % Sales 1.40%
2009 Aug 2010 Aug 2011 Aug 2012 Aug 2013 Aug 2014 Aug CAGR Aug-15 Aug-16 Aug-17 Aug-18 Aug-19 Aug-20 Aug-21 Aug-22 Aug-23 2024 Aug 2025
Sales 1,252 1,396 1,714 2,051 2,300 2,518 10.4% 2,845 3,215 3,633 4,106 4,639 5,242 5,924 6,694 7,564 8,548
Cost of Goods Sold 1,034 1,160 1,431 1,719 1,929 2,114 10.7% 2,362 2,669 3,016 3,408 3,851 4,351 4,917 5,556 6,278 7,094
Gross Profit 217 236 283 332 371 404 8.8% 484 547 618 698 789 891 1,007 1,138 1,286 1,453
Selling, General, & Administrative Exp. 132 146 174 200 218 238 8.7% 240 272 307 347 392 443 501 566 639 722
Depreciation, Depletion, & Amortization 14 15 19 24 24 28 11.5% 38 49 55 63 71 80 90 102 115
Operating Profit (EBIT) 72 75 90 108 129 138 8.5% 205 275 262 296 334 377 427 482 545 615
Interest Expense 3 3 4 6 4 4
Non-Operating Income / Expense 0 0 0 0 2 0
Special Items and other 0 0 3 1 0 0
Pretax Income 68 72 89 103 123 134
Total Income Taxes 19 23 27 35 39 41
(Adjustments) 2 0 0 0 0 0
Adjusted Net Income 47 49 62 68 84 93
EPS Basic from Operations 1.46 1.66 2.00 2.24 2.78 3.07
EPS Diluted from Operations 1.45 1.65 2.00 2.24 2.78 3.07
Dividends Per Share 0.50 0.50 0.60 0.60 0.60 0.60 0.70
Com Shares for Basic EPS 28.959 29.254 29.441 29.554 29.65 29.75
Com Shares for Diluted EPS 29.181 29.279 29.450 29.566 29.68 29.76
NOPAT 138 185 176 199 225 254 287 324 366 414
Depreciation 38 0 49 55 63 71 80 90 102 115
Change in NWC 3 4 4 5 5 6 7 8 9 10 CAGR for FCF
Cap Exp. 40 45 51 57 65 73 83 94 106 120 13.00%
Free cash flow 133 136 170 192 217 245 277 313 354 400 452
2025 Terminal Value >>>>>>> 5,416
Discount Factor 0.903 0.815 0.736 0.664 0.600 0.542 0.489 0.442 0.399 0.360 0.325
Discounted CF 120 111 125 128 130 133 135 138 141 144
Sum of 1-10 DCF's 1,305
Disc. Terminal Value 1,760 Sensitivity analysis with WACC and growth rates
Total of all DCF's 3,065
Less Debt 90
Intrinsic Equity Val. 2,975
DCF/Share 100.63

Combined IS

Combined Pro Forma Income Statement - Projections Assuming Costco Acquires PriceSmart
Assumptions: Sales growth 8.42% Gs 6.0835% Fill in your 10 assumptions about positive or negative
Gross profit margin 12.80% synergy by changing any of the cells shaded in blue to the left.
SG&A % of sales 8.88% Weights <<<<====
Tax rate 34.90% 0.95531 COST
NWC % of sales 0.52% 0.04469 PSMT
WACC 7.12%
RADR (WACC + 10%) 7.83%
Depr. % Sales 0.93%
Cap. Ex. % Sales 1.90%
Aug-15 Aug-16 Aug-17 Aug-18 Aug-19 Aug-20 Aug-21 Aug-22 Aug-23 2024 Aug CAGR 2025
Sales 124,733 135,241 146,633 158,986 172,379 186,900 202,645 219,716 238,225 258,293 8.42%
Cost of Goods Sold 108,771 117,934 127,869 138,641 150,320 162,983 176,713 191,600 207,740 225,241 8.42%
Gross Profit 15,962 17,306 18,764 20,345 22,059 23,917 25,932 28,116 30,485 33,053 8.42%
Selling, General, & Administrative Exp. 11,076 12,009 13,021 14,118 15,307 16,597 17,995 19,511 21,154 22,936 8.42%
Depreciation, Depletion, & Amortization 1,160 1,257 1,363 1,478 1,603 1,738 1,884 2,043 2,215 2,401 8.42%
Operating Profit (EBIT) 3,726 4,040 4,380 4,749 5,149 5,583 6,053 6,563 7,116 7,715 8.42%
NOPAT 2,426 2,630 2,851 3,092 3,352 3,634 3,941 4,273 4,633 5,023 8.42%
Depreciation 1,160 1,257 1,363 1,478 1,603 1,738 1,884 2,043 2,215 2,401 8.42%
Change in NWC 92 55 60 65 70 76 82 89 97 105 1.52%
CapEx 2,366 2,565 2,781 3,016 3,270 3,545 3,844 4,167 4,519 4,899 8.42%
Free cash flow 1,128 1,267 1,374 1,490 1,615 1,751 1,899 2,059 2,232 2,420 8.85% 2,634
119,559
Discount factor 0.934 0.871 0.814 0.759 0.709 0.662 0.618 0.577 0.538 0.503
Discounted CF 1,053 1,104 1,118 1,131 1,145 1,159 1,173 1,187 1,202 1,216
Sum of DCF yrs 1-10) 11,489
DCF of terminal perp. 60,099
Total of all DCFs 71,588
Less Debt 5,019
Intrinsic Equity Value 66,569
DCF per share 150.4414107145
Total Shares 442.490
costco is 19 times bigger than coscto

Summary

Present value of Costco (PV-C) 63,594 July 16 2015 STUDENT ID #
NOTE: All numbers in millions of USD.
Present value of Pricesmart (PV-P) 2,975
PV of C and P alone 66,569 Baseline value to exceed separate
Present value of C & P Combined (PV-C&P) 66,569 Synergies included here (revenue, costs, efficiency, etc.) together
Gain in value with synergies -0
% gain -0.0%
Cash to be paid for PriceSmart 3,868 Premium = 30% (if PV = market value) (change if you like)
Premium Cost (cash paid - PV-PS) 893
Overall NPV (+ gain or - loss) (893)

Sheet1

related files/469290633.pdf

McKinsey on Finance

Number 36, Summer 2010

Perspectives on Corporate Finance and Strategy

Why Asia’s banks underperform at M&A

21

Five ways CFOs can make cost cuts stick

25

The right way to hedge

32

A singular moment for merger value?

8

The five types of successful acquisitions

2

McKinsey conversations with global leaders: David Rubenstein of The Carlyle Group

10

2

There is no magic formula to make acquisitions

successful. Like any other business process, they

are not inherently good or bad, just as marketing

and R&D aren’t. Each deal must have its own

strategic logic. In our experience, acquirers in the

most successful deals have specific, well-

articulated value creation ideas going in. For less

successful deals, the strategic rationales—such as

pursuing international scale, filling portfolio gaps,

or building a third leg of the portfolio—tend to be

vague.

Empirical analysis of specific acquisition strategies

offers limited insight, largely because of the wide

variety of types and sizes of acquisitions and the

lack of an objective way to classify them by

strategy. What’s more, the stated strategy may not

Marc Goedhart,

Tim Koller,

and David Wessels

The five types of successful acquisitions

even be the real one: companies typically talk up

all kinds of strategic benefits from acquisitions that

are really entirely about cost cutting. In the

absence of empirical research, our suggestions for

strategies that create value reflect our acquisitions

work with companies.

In our experience, the strategic rationale for an

acquisition that creates value typically conforms to

at least one of the following five archetypes:

improving the performance of the target company,

removing excess capacity from an industry,

creating market access for products, acquiring

skills or technologies more quickly or at lower cost

than they could be built in-house, and picking

winners early and helping them develop their

businesses. If an acquisition does not fit one or

Companies advance myriad strategies for creating value with acquisitions—but only

a handful are likely to do so.

3

more of these archetypes, it’s unlikely to create

value. Executives, of course, often justify

acquisitions by choosing from a much broader

menu of strategies, including roll-ups,

consolidating to improve competitive behavior,

transformational mergers, and buying cheap.

While these strategies can create value, we find

that they seldom do. Value-minded executives

should view them with a gimlet eye.

Five archetypes

An acquisition’s strategic rationale should be a

specific articulation of one of these archetypes,

not a vague concept like growth or strategic

positioning, which may be important but must be

translated into something more tangible.

Furthermore, even if your acquisition is based on

one of the archetypes below, it won’t create value

if you overpay.

Improve the target company’s performance

Improving the performance of the target company

is one of the most common value-creating

acquisition strategies. Put simply, you buy a

company and radically reduce costs to improve

margins and cash flows. In some cases, the acquirer

may also take steps to accelerate revenue growth.

Pursuing this strategy is what the best private-

equity firms do. Among successful private-equity

acquisitions in which a target company was

bought, improved, and sold, with no additional

acquisitions along the way, operating-profit

margins increased by an average of about

2.5 percentage points more than those at peer

companies during the same period. This means

that many of the transactions increased

operating-profit margins even more.

Keep in mind that it is easier to improve the

performance of a company with low margins and

low returns on invested capital (ROIC) than that

of a high-margin, high-ROIC company. Consider a

target company with a 6 percent operating-profit

margin. Reducing costs by three percentage points,

to 91 percent of revenues, from 94 percent,

increases the margin to 9 percent and could lead to

a 50 percent increase in the company’s value. In

contrast, if the operating-profit margin of a

company is 30 percent, increasing its value by

50 percent requires increasing the margin to

45 percent. Costs would need to decline from

70 percent of revenues to 55 percent, a 21 percent

reduction in the cost base. That might not be

reasonable to expect.

Consolidate to remove excess capacity from

industry

As industries mature, they typically develop excess

capacity. In chemicals, for example, companies are

constantly looking for ways to get more production

out of their plants, while new competitors continue

to enter the industry. For example, Saudi Basic

Industries Corporation (SABIC), which began

production in the mid-1980s, grew from 6.3 million

metric tons of value-added commodities—such as

chemicals, polymers, and fertilizers—in 1985 to

56 million tons in 2008. Now one of the world’s

largest petrochemicals concerns, SABIC expects

continued growth, estimating its annual

production to reach 135 million tons by 2020.

The combination of higher production from

existing capacity and new capacity from recent

entrants often generates more supply than demand.

It is in no individual competitor’s interest to shut a

plant, however. Companies often find it easier to

shut plants across the larger combined entity

resulting from an acquisition than to shut their

least productive plants without one and end up

with a smaller company.

Reducing excess in an industry can also extend to

less tangible forms of capacity. Consolidation in

4 McKinsey on Finance Number 36, Summer 2010

the pharmaceutical industry, for example, has

significantly reduced the capacity of the sales force

as the product portfolios of merged companies

change and they rethink how to interact with

doctors. Pharmaceutical companies have also

significantly reduced their R&D capacity as they

found more productive ways to conduct research

and pruned their portfolios of development

projects.

While there is substantial value to be created from

removing excess capacity, as in most M&A activity

the bulk of the value often accrues to the seller’s

shareholders, not the buyer’s.

Accelerate market access for the target’s (or

buyer’s) products

Often, relatively small companies with innovative

products have difficulty reaching the entire

potential market for their products. Small

pharmaceutical companies, for example, typically

lack the large sales forces required to cultivate

relationships with the many doctors they need to

promote their products. Bigger pharmaceutical

companies sometimes purchase these smaller

companies and use their own large-scale sales

forces to accelerate the sales of the smaller

companies’ products.

IBM, for instance, has pursued this strategy in its

software business. From 2002 to 2009, it acquired

70 companies for about $14 billion. By pushing

their products through a global sales force, IBM

estimates it increased their revenues by almost

50 percent in the first two years after each

acquisition and an average of more than 10 percent

in the next three years.

In some cases, the target can also help accelerate

the acquirer’s revenue growth. In Procter &

Gamble’s acquisition of Gillette, the combined

company benefited because P&G had stronger

sales in some emerging markets, Gillette in others.

Working together, they introduced their products

into new markets much more quickly.

Get skills or technologies faster or at lower cost

than they can be built

Cisco Systems has used acquisitions to close gaps

in its technologies, allowing it to assemble a broad

line of networking products and to grow very

quickly from a company with a single product line

into the key player in Internet equipment. From

1993 to 2001, Cisco acquired 71 companies, at an

average price of approximately $350 million.

Cisco’s sales increased from $650 million in 1993

to $22 billion in 2001, with nearly 40 percent

of its 2001 revenue coming directly from these

acquisitions. By 2009, Cisco had more than

$36 billion in revenues and a market cap of

approximately $150 billion.

Pick winners early and help them develop their

businesses

The final winning strategy involves making

acquisitions early in the life cycle of a new industry

or product line, long before most others recognize

that it will grow significantly. Johnson & Johnson

pursued this strategy in its early acquisitions of

medical-device businesses. When J&J bought

device manufacturer Cordis, in 1996, Cordis had

$500 million in revenues. By 2007, its revenues

had increased to $3.8 billion, reflecting a 20 percent

annual growth rate. J&J purchased orthopedic-

device manufacturer DePuy in 1998, when DePuy

had $900 million in revenues. By 2007, they had

grown to $4.6 billion, also at an annual growth

rate of 20 percent.

This acquisition strategy requires a disciplined

approach by management in three dimensions.

First, you must be willing to make investments

early, long before your competitors and the market

see the industry’s or company’s potential. Second,

5The five types of successful acquisitions

you need to make multiple bets and to expect that

some will fail. Third, you need the skills and

patience to nurture the acquired businesses.

Harder strategies

Beyond the five main acquisition strategies we’ve

explored, a handful of others can create value,

though in our experience they do so relatively

rarely.

Roll-up strategy

Roll-up strategies consolidate highly fragmented

markets where the current competitors are too

small to achieve scale economies. Beginning in the

1960s, Service Corporation International, for

instance, grew from a single funeral home in

Houston to more than 1,400 funeral homes and

cemeteries in 2008. Similarly, Clear Channel

Communications rolled up the US market for radio

stations, eventually owning more than 900.

This strategy works when businesses as a group

can realize substantial cost savings or achieve

higher revenues than individual businesses can.

Service Corporation’s funeral homes in a given city

can share vehicles, purchasing, and back-office

operations, for example. They can also coordinate

advertising across a city to reduce costs and raise

revenues.

Size per se is not what creates a successful roll-up;

what matters is the right kind of size. For Service

Corporation, multiple locations in individual cities

have been more important than many branches

spread over many cities, because the cost savings

(such as sharing vehicles) can be realized only if

the branches are near one another. Roll-up

strategies are hard to disguise, so they invite

copycats. As others tried to imitate Service

Corporation’s strategy, prices for some funeral

homes were eventually bid up to levels that made

additional acquisitions uneconomic.

Consolidate to improve competitive behavior

Many executives in highly competitive industries

hope consolidation will lead competitors to focus

6 McKinsey on Finance Number 36, Summer 2010

less on price competition, thereby improving the

ROIC of the industry. The evidence shows, however,

that unless it consolidates to just three or four

companies and can keep out new entrants, pricing

behavior doesn’t change: smaller businesses or new

entrants often have an incentive to gain share

through lower prices. So in an industry with, say,

ten companies, lots of deals must be done before

the basis of competition changes.

Enter into a transformational merger

A commonly mentioned reason for an acquisition

or merger is the desire to transform one or both

companies. Transformational mergers are rare,

however, because the circumstances have to be just

right, and the management team needs to execute

the strategy well.

Transformational mergers can best be described by

example. One of the world’s leading

pharmaceutical companies, Switzerland’s Novartis,

was formed in 1996 by the $30 billion merger of

Ciba-Geigy and Sandoz. But this merger was much

more than a simple combination of businesses:

under the leadership of the new CEO, Daniel

Vasella, Ciba-Geigy and Sandoz were transformed

into an entirely new company. Using the merger as

a catalyst for change, Vasella and his management

team not only captured $1.4 billion in cost

synergies but also redefined the company’s

mission, strategy, portfolio, and organization, as

well as all key processes, from research to sales. In

every area, there was no automatic choice for either

the Ciba or the Sandoz way of doing things; instead,

the organization made a systematic effort to find

the best way.

Novartis shifted its strategic focus to innovation in

its life sciences business (pharmaceuticals,

nutrition, and products for agriculture) and spun

off the $7 billion Ciba Specialty Chemicals

business in 1997. Organizational changes included

structuring R&D worldwide by therapeutic rather

than geographic area, enabling Novartis to build a

world-leading oncology franchise.

Across all departments and management layers,

Novartis created a strong performance-oriented

culture supported by shifting from a seniority- to a

performance-based compensation system for

managers.

Buy cheap

The final way to create value from an acquisition is

to buy cheap—in other words, at a price below a

company’s intrinsic value. In our experience,

however, such opportunities are rare and relatively

small. Nonetheless, though market values revert to

intrinsic values over longer periods, there can be

brief moments when the two fall out of alignment.

Markets, for example, sometimes overreact to

negative news, such as a criminal investigation of

an executive or the failure of a single product in a

portfolio with many strong ones.

Such moments are less rare in cyclical industries,

where assets are often undervalued at the bottom

of a cycle. Comparing actual market valuations

with intrinsic values based on a “perfect foresight”

model, we found that companies in cyclical

industries could more than double their

shareholder returns (relative to actual returns) if

they acquired assets at the bottom of a cycle and

sold at the top.

While markets do throw up occasional

opportunities for companies to buy targets at levels

below their intrinsic value, we haven’t seen many

cases. To gain control of a target, acquirers must

pay its shareholders a premium over the current

market value. Although premiums can vary widely,

the average ones for corporate control have been

7The five types of successful acquisitions

fairly stable: almost 30 percent of the

preannouncement price of the target’s equity. For

targets pursued by multiple acquirers, the

premium rises dramatically, creating the so-called

winner’s curse. If several companies evaluate a

given target and all identify roughly the same

potential synergies, the pursuer that overestimates

them most will offer the highest price. Since it is

based on an overestimation of the value to be

created, the winner pays too much—and is

ultimately a loser.

Since market values can sometimes deviate from

intrinsic ones, management must also beware the

possibility that markets may be overvaluing a

potential acquisition. Consider the stock market

bubble during the late 1990s. Companies that

merged with or acquired technology, media, or

telecommunications businesses saw their share

prices plummet when the market reverted to

earlier levels. The possibility that a company might

pay too much when the market is inflated deserves

serious consideration, because M&A activity seems

to rise following periods of strong market

performance. If (and when) prices are artificially

high, large improvements are necessary to justify

an acquisition, even when the target can be

purchased at no premium to market value.

Premiums for private deals tend to be smaller,

although comprehensive evidence is difficult to

collect because publicly available data are scarce.

Private acquisitions often stem from the seller’s

desire to get out rather than the buyer’s desire

for a purchase.

By focusing on the types of acquisition strategies

that have created value for acquirers in the past,

managers can make it more likely that their

acquisitions will create value for their shareholders.

1 Viral V. Acharya, Moritz Hahn, and Conor Kehoe, “Corporate governance and value creation: Evidence from private equity,” Social Science Research Network Working Paper, February 19, 2010.

2 IBM investor briefing, May 12, 2010 (www.ibm.com/investor/ events/investor0510/presentation/pres3.pdf).

3 Marco de Heer and Timothy M. Koller, “Valuing cyclical companies,” mckinseyquarterly.com, May 2000.

4 Kevin Rock, “Why new issues are underpriced,” Journal of Financial Economics, 1986, Volume 15, Number 1–2, pp. 187–212.

Marc Goedhart ([email protected]) is a consultant in McKinsey’s Amsterdam office, Tim Koller

([email protected]) is a partner in the New York office, and David Wessels, an alumnus of the New York

office, is an adjunct professor of finance at the University of Pennsylvania’s Wharton School. This article is excerpted

from Tim Koller, Marc Goedhart, and David Wessels, Valuation: Measuring and Managing the Value of Companies (fifth

edition, Hoboken, NJ: John Wiley & Sons, August 2010). Tim Koller is also coauthor, with Richard Dobbs and Bill

Huyett, of a forthcoming managers’ guide to value creation, titled Value: The Four Cornerstones of Corporate Finance

(Hoboken, NJ: John Wiley & Sons, October 2010). Copyright © 2010 McKinsey & Company. All rights reserved.

related files/485230635.docx

Good Financial Analysts Are Made, Not Born

They probably won’t know what effective analysis looks like when they show up for work, so CFOs have to teach them. Here’s how.

David McCann

CFOs who are looking to expand their roster of financial analysts, and not finding as many high-quality ones as they want, perhaps should assign some of the blame to themselves.

Rather than simply seek top talent, companies should also impose “rules of engagement” on those they hire that are likely to result in superior-quality analysis, according to the Corporate Executive Board (CEB), a membership-based research organization.

Many finance teams struggle to define the skills and behaviors that will deliver effective analytic support, CEB says. They often use generic descriptions of desired analyst skills, such as “thinks critically,” “influences business partners,” or “fosters innovation.” As a result, they may inadequately develop their financial-planning-and-analysis (FP&A) staffs.

The best companies, CEB says, describe more specific behaviors and techniques they want their analysts to demonstrate, such as “challenges conventional ideas in both group and one-on-one settings,” “proposes clear action steps,” and “focuses on cause-and-effect relationships between observable factors.”

“Financial analysts may come out of MBA or undergrad programs with good, finance-oriented analytical toolboxes, but they don’t necessarily have a good sense for how to produce analysis that’s easily consumable by senior executives and business partners,” says Tim Raiswell, a senior research director for the CEB Finance Leadership Council. “One thing that differentiates great organizations is having rules of engagement for what good analysis and a good analytic process look like.”

For example, CFOs could have a rule that they won’t even look at an analyst’s report unless it begins with the one thing they need to take away from the analysis or actions the company or business lines should take as a result of the analyst’s findings.

CEB came to its insights through qualitative research that consisted largely of extensive interviews with 70 corporate FP&A heads, as well as academics and consultants. Based on that research, it recommends a methodology for analysts to follow that it calls “insight as a process,” which consists of three key principles.

The first principle is that all analysis should include both inductive and deductive elements. Inductive analysis, also called pattern analysis, involves seeing patterns in data and inferring cause-and-effect relationships between different data points. Deductive analysis starts with an expectation based on previous experience, like “three months after housing sales start to increase, we see sales of our products increase,” and assesses whether that relationship might be changing and should be retested.

“If, say, you favor inductive analysis, so that you base every analysis on looking for new trends, you may miss something important by not using deductive tools that look at historical trends and rules that have helped in the past for the same type of analysis,” says Raiswell.

The second principle is that all analysis should start with a hypothesis. Without one, the analysis will lack focus, and it will take longer to arrive at a useful conclusion. A hypothesis would be, “The three-month sales lag relative to housing starts no longer applies because consumers have less access to credit now.” Whether the hypothesis is proven or not, something will be learned.

A good hypothesis, CEB says, has three characteristics. First, it is testable. If there is not strong-enough data to perform a test, the hypothesis is pointless. Second, it is fragile. If the hypothesis is a rock-solid theory of what you believe to be true already, you will never see beyond conventional wisdom, which is the point of most financial analysis. Third, a hypothesis should be clear. If it requires a PhD in finance to understand it, start over again, the council advises. “The clearer the hypothesis is, the clearer the final work will be,” says Raiswell.

Similarly, the third principle of the “insight as a process” scheme is to apply Occam’s razor, a philosophical tenet that holds that when there are competing theories, it is best to first examine the simplest one — the one that makes the fewest assumptions.

“If your hypothesis is testable, fragile, and clear, you’ll find out pretty quickly if the simplest theory is not the correct one,” Raiswell says. “Financial analysts tend to be enthralled by complex concepts. It’s easy to get caught up in an idea like ‘the reason customers aren’t buying isn’t because they can’t get credit but because of this crazy new reason I think I’ve uncovered.’ Analysts should be reminded to at least kick the tires on the simple explanation before going to higher levels of complexity. They should remember why they’re doing what they’re doing: someone will consume their analysis and potentially act on it.”

From CFO.com, June, 20, 2012 / US

FP&A Peril: Too Much Data, Too Little Judgment

Financial planning and analysis staff can’t begin to give CFOs what they want until they learn to apply more subjectivity in their analyses.

David McCann

April 23, 2012 | CFO.com | US

SHARE

Financial planning and analysis (FP&A) teams that want as much data at their fingertips as possible yet insist on using only “perfect” data in their analyses are unlikely to provide the kind of actionable insight many CFOs seek from those teams, a new report suggests.

The desired level of insight can come only from financial planners who incorporate more judgment into their analyses and fewer raw numbers, according to the CEB Financial Planning & Analysis Leadership Council, a new program of the Corporate Executive Board, or CEB. (To understand common FP&A challenges, the council performed qualitative analyses based on extensive interviews with 70 corporate FP&A heads as well as academics and consultants. It also did some quantitative, survey-based research.)

Poor financial analyses may stem in part from overly detailed analyses that consume too much time. “When you give people too much information, they actually underperform,” says CEB executive director Michael Griffin. “There is more and more data coming in. But that doesn’t make it any easier for FP&A teams to deliver actionable insight to their business partners.”

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On the other hand, other potential slip-ups occur when qualitative or external inputs are used when hard, internal data is unavailable or imperfect.

Such failures disappoint CFOs. To their credit, the leaders of FP&A teams willingly point the finger at themselves. Only 29% of those surveyed say they consistently deliver insights about the business. The rest say they sometimes or never do that.

The difference between those two groups lies mainly in the degree of willingness to use subjective judgment to illuminate or discount what the raw numbers seem to say. In a separate survey of 444 finance employees of all types, the CEB found that 37% were “informed skeptics,” who apply judgment to their analyses and are comfortable with dissent and listening to other viewpoints.

Those are the preferred type of staffers, flanked by two extremes: “unquestioning empiricists” (44% of respondents), who trust data over judgment and value consensus, and “visceral decision makers” (19%), who seldom trust analysis and make decisions unilaterally.

That “unquestioning empiricists” comprise the largest of the three groups is hardly surprising, Griffin says: “Finance folks are very comfortable with data, but less so with the application of judgment into the data.”

The “informed skeptics,” on the other hand, possess the relevant skills for decoding large amounts of data, managing ambiguity, and using judgment to influence their analyses, the CEB writes.

“Unfortunately,” its report says, “there are a relatively small number of these analytic experts, constraining the scope and depth of analytic capabilities across finance. As such, FP&A teams’ greatest risk comes from too much data, not too little.”

The insight deficit not only limits finance’s influence on the business, it also has a measurable negative impact on financial performance. The FP&A teams under the 70 leaders surveyed in the latest research were divided into what the CEB assessed as analytically mature and low-performing ones, and the former enjoyed a 6% premium on total shareholder return.

With judgment playing such a critical role in analytics, the CEB defines what it sees as the five elements of judgment and in what ways they should be incorporated into FP&A:

Synthesizing diverse data. Integrate into the analysis both qualitative and quantitative data, as well as external viewpoints.

Inferring trends. Distinguish patterns that are relevant from those that are not; identify risks and opportunities based on data analysis.

Generating insight. Isolate actionable and noteworthy implications, and teach managers something new about their business.

Redirecting poor business assumptions. Surface key biases and assumptions that affect the results of data analysis; identify and size the impact of environmental factors that may not be reflected in the data.

Influencing business decisions. Deliver controversial messages comfortably and with authority; clarify decision trade-offs to internal customers.

The CEB identified three broad take-aways from its research. First, stop relying on boilerplate performance-review criteria that were created for finance generalists. Instead, tailor the FP&A competency model by clearly defining analytic skills and behaviors that are unique to that discipline and lead to insight generation.

Second, identify key decision points where FP&A can cut down on unnecessary, non-value-added work, and establish protocols for analysts to collaborate with business partners. Finally, don’t spend much time looking for the perfect data or analysis to answer business questions. Teach analysts to make smarter trade-offs between timeliness and accuracy by setting guidelines about what types of decisions or projects require perfection versus those that require only directional analysis.

3

related files/594412749.pdf

Earnings multiples, particularly the price-

to-earnings (P/E) ratio, are a common shorthand

for summarizing how the stock market values

a company. The media often use them for quick

comparisons between companies. Investors

and analysts use them when talking about how

they value companies.

That there are generally more detailed models

behind the shorthand seldom makes the headlines,

and this contributes to a problem: executives

who worry that their multiple should be higher

than the one the market currently awards

them. “We have great growth plans,” they say, or

“We’re the best company in the industry, so

we should have a substantially higher earnings

multiple.” Their logic isn’t necessarily wrong.

Finance theory does suggest that companies with

higher expected growth and returns on capital

should have higher multiples. And the theory held

true when we analyzed large samples of compa-

nies across the economy.

However, within mature industries, our analysis

showed that regardless of performance, multiples

vary little among true peers. Companies may

occasionally outperform their competitors, but

industry-wide trends show a convergence of

growth and returns that is so striking as to make it

difficult for investors, on average, to predict

which companies will do so. As a result, a com-

pany’s multiples are largely uncontrollable.

A premium multiple is hard to come by and harder to keep. Executives should worry

more about improving performance.

Why bad multiples happen to good companies

Susan Nolen Foushee,

Tim Koller,

and Anand Mehta

M AY 2 0 12

c o r p o r a t e f i n a n c e p r a c t i c e

2

Managers would be better off focusing instead

on growth and return on capital, which they can

influence. Doing so will improve the company’s

share price, even if it doesn’t result in a multiple

higher than those of its peers.

The trouble with multiples

Many executives who worry that their multiples

are too low are simply comparing their company

with the wrong set of peers. In one case, we

found that executives were comparing their com-

pany’s earnings multiple with those for a set

of companies in a faster-growing segment of the

market than their own. While the company

aspired to shift more activity to this segment, its

current level of activity was generating less

than 10 percent of its revenues at the time of the

analysis. Because investors evaluate companies

based on what they are, rather than what they

aspire to be, the multiples analysis was flawed. The

only relevant comparable companies, for

the purposes of multiples analysis, are those that

compete in the same markets, are subject to

the same set of macroeconomic forces, and have

similar growth and returns on capital.

Some multiples are also better than others for

comparing performance. Ubiquitous as the

P/E ratio is, it is distorted in its traditional form

by differences in capital structure and other

non-operating items. For example, as Exhibit 1

illustrates, when one company is financed

partially with debt and the other is financed only

with equity, the one with higher debt will have

a lower P/E ratio, all else being equal, even though

they have the same ratio of enterprise value to

Exhibit 1 Leverage distorts P/E multiples.

MoF 43 2012 Multiples Exhibit 1 of 3

Company with debt

Company with only equity

1 Price-to-earnings ratio. 2Earnings before interest, taxes, and amortization.

The operations of 2 companies are equivalent, except that 1 is financed partially with debt and the other is financed only with equity

In this example (which excludes taxes), the company with higher debt will have a lower P/E1 ratio

50 50Earnings (EBITA2)

–20 0Interest

30 50Net income

1,000 1,000Enterprise value (EV)

–500 0Debt

500 1,000Market capitalization

20.0x 20.0xEV/EBITA

25.0x N/ADebt/interest

16.7x 20.0xP/E ratio

3

earnings. As a result, most sophisticated investors

and bankers compare companies relative to peers

using an enterprise-value multiple1—usually either

EV/EBITA or EV/EBITDA.2 Such multiples are

preferable because they are not burdened with the

distortions that affect earnings ratios.

Yet comparisons based on enterprise-value

multiples typically reveal a very narrow range of

peer-company multiples. A closer look at the

US consumer-packaged-goods industry is illustra-

tive. From 1965 to 2010, the difference in

EV/EBITA multiples between top- and bottom-

quartile companies was, for the most part,3 less

than four points, even though the industry is

fairly diverse, including companies that manufac-

ture and sell everything from household

cleaners to soft drinks. When we examined more

closely matched peers at a given point in time,

we found even narrower ranges: for a sample of

branded-food companies, for example,

EV/EBITA multiples ranged from 10.6 to 11.4.

For medical-device companies, the range

was 8.4 to 9.7. In ranges this narrow, any differ-

Exhibit 2 Outperforming peers on revenue growth can be difficult to sustain.

MoF 43 2012 Multiples Exhibit 2 of 3

US nonfinancial companies1 grouped by comparable revenue growth at time of portfolio formation

Median portfolio growth, %

Growth rate at portfolio formation

Years since inception of portfolio

1 Companies with inflation-adjusted revenue ≥$200 million that were publicly listed from 1963–2000. We divided companies into 5 portfolios based on their growth rate at the midpoint of each decade (1965, 1975, 1985, and 1995). We then aligned the portfolios chronologically from Year 0 to Year 15 and compared their median growth rates.

Source: Compustat; McKinsey analysis

35

2 3 4 5 6 7 8 9 10 11 12 13 14 151

30

0

25

20

15

10

5

–5

0

>20%

15–20%

10–15%

5–10%

<5%

4

ences between true peers at a given point

in time are typically unremarkable. A company’s

position in the ranking is likely to be quite

variable simply as a result of normal share-

price fluctuations.

One explanation for the narrow range of multi-

ples is that investors, as a population, tend

to assume that all peers will grow at roughly the

same rate. Whether or not executives think

this is reasonable, the evidence is on the side of the

investors. Companies that are growing faster

than their peers today are not likely to continue

growing faster than their peers for the next

five years. Across the economy, we have found

substantial convergence of revenue growth

across companies (Exhibit 2). Even energetic

efforts to communicate to investors that a

company will grow faster probably won’t help,

since almost all companies predict they will

outgrow their market.4 And while equity analysts

sometimes forecast that companies will grow

at different rates, investors know that analysts are

consistently overly bullish as well.5

According to finance theory, companies with

higher returns on capital than their peers should

also have higher multiples—but in fact, these

companies’ multiples are not as high as one might

expect if investors believed their stronger

returns were sustainable. As with revenue growth,

the logic could be that investors assume that

incremental returns on capital across the industry

will converge or that competition will bring

them down toward the cost of capital. Once again,

the investors have some evidence on their side,

Exhibit 3 Investors may be skeptical of high ROICs that exclude goodwill.

MoF 43 2012 Multiples Exhibit 3 of 3

Example of US packaged-goods companies,1 n = 109

Without goodwill

With goodwill

Median return on invested capital (ROIC), %

+17 percentage points

1 Companies with real annual revenue >$1 billion for any year between 1962 and 2009; excludes companies with ROIC >10%, with or without goodwill.

34

32

1963 1968 1973 1978 1983 1988 1993 1998 2003 2008 2009

30

28

26

24

22

18

16

14

12

10

20

5

and the packaged-goods industry is illustrative

(Exhibit 3). To be sure, the power of their brands

has helped companies in the industry increase

their operating returns on capital over the past

15 years. But operating returns exclude an

important piece of the balance sheet—the premi-

ums over book value paid in acquisitions, or

goodwill. Some companies in the industry have

used the cash flow that comes from having

high return on invested capital to make acquisitions

with lower return on capital. As a result, the

industry median return on all capital including

goodwill has remained within a tight band,

between 15 and 19 percent. Investors as a whole

appear to assume that acquisitions will con-

tinue to eat away at returns on capital. And they

tar all companies in the sector with the same

brush. Companies might argue that they are more

disciplined than their peers, but investors aren’t

buying it.

There are exceptions, of course, among a few

companies with a truly durable competitive

advantage. For example, from the mid-1980s to the

middle of the last decade, Wal-Mart’s unique

business model earned it premium multiples as it

consistently posted double-digit top-line

growth, far higher than for most other retailers.

But today, Wal-Mart has become so large that

it is less likely to outgrow the economy, and its

multiple has fallen into line with those of

its peers. Starbucks, similarly, earned premium

multiples for over a decade beginning in the

mid-1990s, during a period of rapid expansion.

But as its rate of store openings and top-line growth

have slowed, its multiple has also fallen.

Keeping the focus on value

Of course, not all investors will be so skeptical

about a company’s ability to outperform its peers.

After examining the company’s track record,

its competitive position, strategy, management

strength, and credibility, sophisticated investors—

including those we have elsewhere called

intrinsic investors6—do place their bets that some

companies will outperform others. These

investors are looking to purchase the shares at an

attractive price and minimize their downside

risk. Sometimes they turn out to be right, though

they may not have enough buying power to

push the companies’ multiples to a sustainable

premium to peers. And in fact, they are likely

to stop purchasing if share prices rise to include

even a small premium.

Clearly, executives focused on having the highest

multiple are missing the point. Rather, as

companies with high total returns to shareholders

(TRS) know, executives should focus on the

amount of value they create—with regard to growth,

margins, and capital productivity. Doing so

won’t necessarily lead to a higher earnings multiple,

given the trends we have outlined. Take, for

example, the TRS of US household-products manu-

As companies with high total returns to shareholders know, executives should focus on the amount of value they create—with regard to growth, margins, and capital productivity

6

facturer Church & Dwight compared with the

broader consumer-goods sector. Over a 15-year

period, the company grew, both organically and

through acquisitions, as it effected a turn-

around and reshaped its portfolio of businesses.

The company’s EBITA margins increased

by 13.9 percentage points, compared with only

2.5 percentage points for the median company

in the sector, and its TRS beat the sector and the

S&P 500 handily—yet its earnings multiple

fell from 16 to 10. This is likely because its multiple

had been high at the outset, in spite of low

earnings, suggesting that investors had assumed

earnings would gravitate toward the median

for the sector.

Finally, executives should have realistic expec-

tations about how much they can raise their share

price above those of peers through investor

communications. Although such communications

seem like a natural first step if investors truly

fail to see the value in, for example, a company’s

product pipeline or geographic expansion,

jawboning has its limits. Eventually, investors as

a group are likely to revert once again to their

perceptions of convergence. That doesn’t mean

companies should abandon communications

entirely. Communicating with the right investors,

and making sure they understand the com-

pany’s performance and strategies, can at least

keep a company’s share price aligned

with peers’.

Susan Nolen Foushee ([email protected]) is a senior expert in McKinsey’s New York office,

where Tim Koller ([email protected]) is a partner and Anand Mehta ([email protected]) is

a consultant. Copyright © 2012 McKinsey & Company. All rights reserved.

1 For a discussion of enterprise-value multiples, see Richard Dobbs, Bill Huyett, and Tim Koller, Value: The Four Cornerstones of Corporate Finance, Hoboken, NJ: Wiley, 2010, pp. 241–4.

2 For more on how to choose the right multiple, see Marc Goedhart, Tim Koller, and David Wessels, “The right role for multiples in valuation,” McKinsey on Finance, Number 15, Spring 2005, pp. 7–11.

3 In the late 1990s, the multiples of the largest consumer- packaged-goods companies rose during the overall valuation boom for big companies.

4 See Peggy Hsieh, Tim Koller, and S. R. Rajan, “The misguided practice of earnings guidance,” McKinsey on Finance, Number 19, Spring 2006, pp. 1–5.

5 See Marc Goedhart, Rishi Raj, and Abhishek Saxena, “Equity analysts: Still too bullish,” McKinsey on Finance, Number 35, Spring 2010, pp. 14–7.

6 See Robert Palter, Werner Rehm, and Jonathan Shih, “Communicating with the right investors,” McKinsey on Finance, Number 27, Spring 2008, pp. 1–5.