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Valuation_ Measuring and Managing the Value of Companies (Wileyoller & Marc Goedhart & David Wessels & McKinsey & Company Inc_
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2022-02-24 02:57:56
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Title Page
Copyright Page
About the Authors
Preface
WHY THIS BOOK
STRUCTURE OF THE BOOK
WHAT’S NEW ABOUT THE FIFTH EDITION
VALUATION SPREADSHEET
Acknowledgments
Part One - Foundations of Value
Chapter 1 - Why Value Value?
CONSEQUENCES OF FORGETTING TO VALUE VALUE
Market Bubbles
Financial Crises
BENEFITS OF FOCUSING ON LONG-TERM VALUE
CHALLENGES OF FOCUSING ON LONG-TERM VALUE
Chapter 2 - Fundamental Principles of Value Creation
GROWTH AND ROIC: DRIVERS OF VALUE
Relationship of Growth, ROIC, and Cash Flow
Balancing ROIC and Growth to Create Value
Real-World Evidence
Managerial Implications
CONSERVATION OF VALUE
Foundations of the Value Conservation Principle
Managerial Implications
RISK AND VALUE CREATION
Price of Risk
Cash Flow Risk
THE MATH OF VALUE CREATION
SUMMARY
Chapter 3 - The Expectations Treadmill
WHY SHAREHOLDER EXPECTATIONS BECOME A TREADMILL
REAL-WORLD EFFECTS OF THE EXPECTATIONS TREADMILL
DECOMPOSING TRS
UNDERSTANDING EXPECTATIONS
MANAGERIAL IMPLICATIONS
Chapter 4 - Return on Invested Capital
DRIVERS OF RETURN ON INVESTED CAPITAL
COMPETITIVE ADVANTAGE
Price Premium Advantages
Cost and Capital Efficiency Advantages
SUSTAINABILITY OF RETURN ON INVESTED CAPITAL
Length of Product Life Cycle
Persistence of Competitive Advantage
Potential for Product Renewal
EMPIRICAL ANALYSIS OF RETURNS ON INVESTED CAPITAL
ROIC Trends
ROIC by Industry and Company Size
Sustaining ROIC
SUMMARY
Chapter 5 - Growth
DRIVERS OF REVENUE GROWTH
GROWTH AND VALUE CREATION
DIFFICULTY OF SUSTAINING GROWTH
EMPIRICAL ANALYSIS OF CORPORATE GROWTH
Growth Trends
Growth Across Industries
Sustaining Growth
SUMMARY
Part Two - Core Valuation Techniques
Chapter 6 - Frameworks for Valuation
ENTERPRISE DISCOUNTED CASH FLOW MODEL
Valuing Operations
Identifying and Valuing Nonoperating Assets
Identifying and Valuing Nonequity Claims
Valuing Equity
ECONOMIC-PROFIT-BASED VALUATION MODELS
ADJUSTED PRESENT VALUE MODEL
Valuing Free Cash Flow at Unlevered Cost of Equity
Valuing Tax Shields and Other Capital Structure Effects
CAPITAL CASH FLOW MODEL
CASH-FLOW-TO-EQUITY VALUATION MODEL
OTHER APPROACHES TO DISCOUNTED CASH FLOW
ALTERNATIVES TO DISCOUNTED CASH FLOW
Multiples
Real Options Using Replicating Portfolios
SUMMARY
Chapter 7 - Reorganizing the Financial Statements
REORGANIZING THE ACCOUNTING STATEMENTS: KEY CONCEPTS
Invested Capital: Key Concepts
Net Operating Profit Less Adjusted Taxes: Key Concepts
Free Cash Flow: Key Concepts
REORGANIZING THE ACCOUNTING STATEMENTS: IN PRACTICE
Invested Capital: In Practice
Computing Invested Capital
Computing Total Funds Invested
NOPLAT: In Practice
Calculating NOPLAT
Reconciliation to Net Income
Free Cash Flow: In Practice
Calculating Free Cash Flow
Cash Flow Available to Investors
Reconciling Cash Flow Available to Investors
ADVANCED ANALYTICAL ISSUES
Operating Leases
Pensions and Other Postretirement Benefits
Capitalized Research and Development
Nonoperating Charges and Restructuring Reserves
Chapter 8 - Analyzing Performance and Competitive Position
ANALYZING RETURNS ON INVESTED CAPITAL
Analyzing ROIC with and without Goodwill and Acquired Intangibles
Analyzing ROIC Using Market versus Book Invested Capital
Decomposing ROIC to Build an Integrated Perspective of Company Economics
ANALYZING REVENUE GROWTH
Currency Effects
Mergers and Acquisitions
Accounting Changes and Irregularities
Decomposing Revenue Growth to Build an Integrated Perspective of Company Economics
CREDIT HEALTH AND CAPITAL STRUCTURE
Coverage
Leverage
Payout Ratio
Valuation Metrics
ALTERNATIVES TO ROIC
GENERAL CONSIDERATIONS
Chapter 9 - Forecasting Performance
DETERMINE LENGTH AND DETAIL OF THE FORECAST
COMPONENTS OF A GOOD MODEL
MECHANICS OF FORECASTING
Step 1: Prepare and Analyze Historical Financials
Step 2: Build the Revenue Forecast
Step 3: Forecast the Income Statement
Step 4: Forecast the Balance Sheet: Invested Capital and Nonoperating Assets
Step 5: Forecast the Balance Sheet: Investor Funds
Step 6: Calculate ROIC and FCF
ADDITIONAL ISSUES
Nonfinancial Operating Drivers
Fixed versus Variable Costs
Inflation
Chapter 10 - Estimating Continuing Value
RECOMMENDED FORMULA FOR DCF VALUATION
RECOMMENDED FORMULA FOR ECONOMIC-PROFIT VALUATION
SUBTLETIES OF CONTINUING VALUE
Does Length of Forecast Affect a Company’s Value?
Confusion about Competitive-Advantage Period
When Is Value Created?
COMMON PITFALLS
Naive Base Year Extrapolation
Naive Overconservatism
Purposeful Overconservatism
EVALUATING OTHER APPROACHES TO CONTINUING VALUE
Other DCF Approaches
Non-Cash-Flow Approaches
ADVANCED FORMULAS FOR CONTINUING VALUE
Chapter 11 - Estimating the Cost of Capital
WEIGHTED AVERAGE COST OF CAPITAL
ESTIMATING THE COST OF EQUITY
Capital Asset Pricing Model
Alternatives to the CAPM: Fama-French Three-Factor Model
Alternatives to the CAPM: Arbitrage Pricing Theory
In Defense of Beta
ESTIMATING THE AFTER-TAX COST OF DEBT
Bond Ratings and Yield to Maturity
Below-Investment-Grade Debt
Incorporating the Interest Tax Shield
USING TARGET WEIGHTS TO DETERMINE THE COST OF CAPITAL
Estimating Current Capital Structure
Reviewing Capital Structure of Comparable Companies
Reviewing Management’s Financing Philosophy
COMPLEX CAPITAL STRUCTURES
Chapter 12 - Moving from Enterprise Value to Value per Share
VALUING NONOPERATING ASSETS
Excess Cash and Marketable Securities
Nonconsolidated Subsidiaries and Equity Investments
Loans to Other Companies
Finance Subsidiaries
Discontinued Operations
Excess Real Estate
Tax Loss Carry-Forwards
Excess Pension Assets
VALUING DEBT AND DEBT EQUIVALENTS
Debt
Operating Leases
Securitized Receivables
Unfunded Pension and Other Postretirement Liabilities
Provisions
Contingent Liabilities
VALUING HYBRID SECURITIES AND MINORITY INTERESTS
Convertible Debt and Convertible Preferred Stock
Employee Stock Options
Minority Interests
ESTIMATING VALUE PER SHARE
Chapter 13 - Calculating and Interpreting Results
VERIFYING VALUATION RESULTS
Is the Model Technically Robust?
Is the Model Economically Consistent?
Are the Results Plausible?
SENSITIVITY ANALYSIS
Assessing the Impact of Individual Drivers
Analyzing Trade-Offs
CREATING SCENARIOS
VALUATION BY PARTS
Creating Business Unit Financial Statements
Cost of Capital
THE ART OF VALUATION
Chapter 14 - Using Multiples to Triangulate Results
USING THE RIGHT MULTIPLE
Why EV to EBITA, Not Price to Earnings?
Why EV to EBITA, Not EV to EBIT?
Why EV to EBITA, Not EV to EBITDA?
Use Forward-Looking Multiples
CALCULATING THE MULTIPLE IN A CONSISTENT MANNER
Advanced Adjustments
USING THE RIGHT PEER GROUP
ALTERNATIVE MULTIPLES
Enterprise Value to Revenues
PEG Ratios
Multiples Based on Nonfinancial (Operational) Data
SUMMARY
Part Three - Intrinsic Value and the Stock Market
Chapter 15 - Market Value Tracks Return on Invested Capital and Growth
STOCK MARKETS TRACK ECONOMIC FUNDAMENTALS
Explaining Market Returns over Two Centuries
Understanding Recent Market Movements
Modeling the Market over One-Year Periods
COMPANY VALUATION LEVELS TRACK RETURN ON INVESTED CAPITAL AND GROWTH
Value, Return on Invested Capital, and Growth: Theoretical Relationship
Value, Return on Invested Capital, and Growth: Evidence of Actual Relationship
TOTAL RETURNS TO SHAREHOLDERS TRACK PERFORMANCE AGAINST EXPECTATIONS
Total Returns to Shareholders, Expectations, Return on Invested Capital, and Growth: Theoretical Relationship
Total Returns to Shareholders, Expectations, Return on Invested Capital, and Growth: Evidence of Actual Relationship
SUMMARY
Chapter 16 - Markets Value Substance, Not Form
MANAGING EARNINGS: NOT WORTH THE EFFORT
The Market Does Not Care about Earnings Volatility
Markets Dig beneath Earnings Announcements
ECONOMICS OF ACCOUNTING INFORMATION: NO MYSTERY TO THE MARKET
Different Accounting Standards Do Not Lead to Different Values
Treatment of Goodwill Does Not Affect Share Price
Accounting for Employee and Management Stock Options Is Irrelevant to Market Value
LIFO versus FIFO Affects Market Values—But Not Because of Earnings Impact
TECHNICAL TRADING FACTORS ARE IRRELEVANT FOR VALUE
True Impact of Stock Splits
Index Membership Does Not Matter to Value
Cross-Listing Does Not Affect Market Value
SUMMARY
Chapter 17 - Emotions and Mispricing in the Market
EMOTIONS RARELY DRIVE STOCK MARKET VALUES
COMPANY MISPRICING: CARVE-OUTS AND DUAL LISTINGS
COMPANY MISPRICING: OVERREACTION AND UNDERREACTION, REVERSAL AND MOMENTUM
MARKET MISPRICING: BUBBLES AND BURSTS
High-Tech Bubble Driving Up Market Expectations
Credit Bubble Driving Up Corporate Earnings
SUMMARY
Chapter 18 - Investors and Managers in Efficient Markets
INVESTORS IN EFFICIENT MARKETS
A Model of the Market
Classification of Investors
Intrinsic Investors Drive Valuation Levels
MANAGERIAL IMPLICATIONS
Focus on Intrinsic Value
Understand Your Shareholder to Tailor Investor Communications
Be Cautious about Deviations
Part Four - Managing for Value
Chapter 19 - Corporate Portfolio Strategy
WHAT MAKES AN OWNER THE BEST
Unique Links with Other Businesses
Distinctive Skills
Better Governance
Better Insight and Foresight
Influence on Critical Stakeholders
THE BEST-OWNER LIFE CYCLE
CONSTANTLY EVOLVING PORTFOLIO OF BUSINESSES
CONSTRUCTING THE PORTFOLIO
THE MYTH OF DIVERSIFICATION
SUMMARY
Chapter 20 - Performance Management
CHOOSING THE RIGHT METRICS
Identifying Value Drivers
Benefits of Understanding Your Business’s Value Drivers
Tailoring Value Driver Trees to Specific Companies
Setting Effective Targets
The Right Metrics in Action
ORGANIZATIONAL SUPPORT
Buy-In to Performance Management at All Levels
Motivating Targets
Fact-Based Performance Reviews
Appropriate Rewards
SUMMARY
Chapter 21 - Mergers and Acquisitions
VALUE CREATION FRAMEWORK
EMPIRICAL RESULTS
ARCHETYPES FOR VALUE-CREATING ACQUISITIONS
Improve Target Company’s Performance
Consolidate to Remove Excess Capacity from Industry
Accelerate Market Access for Target’s (or Buyer’s) Products
Get Skills or Technologies Faster or at Lower Cost Than They Can Be Built
Pick Winners Early and Help Them Develop Their Businesses
MORE DIFFICULT STRATEGIES FOR CREATING VALUE FROM ACQUISITIONS
Roll-Up Strategy
Consolidate to Improve Competitive Behavior
Enter into a Transformational Merger
Buy Cheap
ESTIMATION OF OPERATING IMPROVEMENTS
Estimating Cost Savings
Estimating Revenue Improvements
Evaluating the Quality and Accuracy of Improvement Estimates
Implementation Costs, Requirements, and Timing
HOW TO PAY: IN CASH OR IN STOCK?
FOCUS ON VALUE CREATION, NOT ACCOUNTING
SUMMARY
Chapter 22 - Creating Value through Divestitures
VALUE CREATION FROM DIVESTITURES
Evidence for Value from Divestitures
Why Divestitures Create Value
Why Executives Shy Away from Divestitures
HOW TO APPROACH DIVESTITURES
Synergies and Shared Assets, Services, or Systems
Financing and Fiscal Changes
Legal, Contractual, or Regulatory Barriers
Pricing and Liquidity of the Assets
DECIDING ON TRANSACTION TYPE
Public and Private Forms of Divestiture
SUMMARY
Chapter 23 - Capital Structure
CAPITAL STRUCTURE AND VALUE CREATION
Trade-Offs in Capital Structure Design
Is There an Optimal Capital Structure?
CREDIT RATINGS AND CAPITAL STRUCTURE
Drivers of Credit Ratings: Coverage and Size
Credit Spreads from Credit Ratings
Leverage and Solvency versus Coverage
Market-Based Rating Approach
SHORT-TERM STEPS TO MANAGE CAPITAL STRUCTURE
Raising Additional Funds
Redeeming Excess Funds
DESIGNING A LONG-TERM CAPITAL STRUCTURE
Project Funding Surplus or Deficit
Develop Target Capital Structure
Decide on Tactical Measures
CREATING VALUE FROM FINANCIAL ENGINEERING
Derivative Instruments
Off-Balance-Sheet Financing
Hybrid Financing
SUMMARY
Chapter 24 - Investor Communications
INTRINSIC VALUE VERSUS MARKET VALUE
Example 1: Chemco
Example 2: PharmaCo
UNDERSTANDING THE INVESTOR BASE
COMMUNICATING TO INTRINSIC INVESTORS
Transparency
Guidance
SUMMARY
Part Five - Advanced Valuation Issues
Chapter 25 - Taxes
OPERATING TAXES ON THE REORGANIZED INCOME STATEMENT
Computing Operating Taxes Using Public Statements
Computing Operating Taxes: Simple Methods to Contend with Incomplete Data
Unsuitable Alternatives for Computing Operating Taxes
CONVERTING OPERATING TAXES TO OPERATING CASH TAXES
DEFERRED TAXES ON THE REORGANIZED BALANCE SHEET
VALUING DEFERRED TAXES
Chapter 26 - Nonoperating Expenses, One-Time Charges, Reserves, and Provisions
NONOPERATING EXPENSES AND ONE-TIME CHARGES
Reorganizing the Income Statement
Searching the Notes for Hidden One-Time Items
Analyzing Each Extraordinary Item for Impact on Future Operations
PROVISIONS AND THEIR CORRESPONDING RESERVES
Adjustments for the Provisions
Provisions and Taxes
Chapter 27 - Leases, Pensions, and Other Obligations
OPERATING LEASES
Adjusting for Operating Leases: An Example
Estimating the Value of Leased Assets
Research on Operating Leases as a Form of Debt
SECURITIZED RECEIVABLES
PENSIONS AND OTHER POSTRETIREMENT BENEFITS
Analyzing and Valuing Pensions: DuPont Example
Expected Return and Earnings Manipulation
Chapter 28 - Capitalized Expenses
EXPENSING VERSUS CAPITALIZATION
PROCESS FOR CAPITALIZING R&D
Building and Amortizing the R&D Asset
Adjusting Invested Capital for Capitalized Expenses
Adjusting NOPLAT for Capitalized Expenses
ROIC AND FREE CASH FLOW WITH CAPITALIZED R&D
OTHER EXPENSES SUITABLE FOR CAPITALIZATION
Chapter 29 - Inflation
INFLATION LEADS TO LOWER VALUE CREATION
HISTORICAL ANALYSIS IN TIMES OF HIGH INFLATION
FINANCIAL PROJECTIONS IN REAL AND NOMINAL TERMS
SUMMARY
Chapter 30 - Foreign Currency
FORECASTING CASH FLOWS IN FOREIGN AND DOMESTIC CURRENCY
ESTIMATING THE COST OF CAPITAL IN FOREIGN CURRENCY
INCORPORATING FOREIGN-CURRENCY RISK IN VALUATIONS
USING TRANSLATED FOREIGN-CURRENCY FINANCIAL STATEMENTS
SUMMARY
Chapter 31 - Case Study: Heineken
INDUSTRY DEVELOPMENTS
REORGANIZING FINANCIAL STATEMENTS
Income Statement and NOPLAT
Balance Sheet and Invested Capital
Free Cash Flow Statement
ANALYZING HISTORICAL PERFORMANCE
Pro Forma Adjustments for Scottish & Newcastle Acquisition
Growth and ROIC Analysis
Stock Market
FORECASTING PERFORMANCE
Creating Scenarios
Short-Term Forecasting
Midterm Forecasting
Check for Reasonableness
ESTIMATING COST OF CAPITAL
Capital Structure
Cost of Debt
Cost of Equity
ESTIMATING CONTINUING VALUE
CALCULATING AND INTERPRETING RESULTS
Value in the Business-as-Usual Scenario
Additional Scenarios and Probability Weighting
Part Six - Special Situations
Chapter 32 - Valuing Flexibility
UNCERTAINTY, FLEXIBILITY, AND VALUE
Drivers of Flexibility Value
CLASSIFYING FLEXIBILITY IN TERMS OF REAL OPTIONS
Option to Defer Investment
Abandonment Option
Follow-On (Compound) Option
Option to Expand or Contract
Option to Extend or Shorten
Option to Increase or Decrease Scope
Switching Options
METHODS FOR VALUING FLEXIBILITY
Real-Option Valuation (ROV)
Valuation Based on Decision Tree Analysis (DTA)
Comparing ROV and DTA Approaches
FOUR-STEP PROCESS FOR VALUING FLEXIBILITY
Real-Option Valuation: A Numerical Example
REAL-OPTION VALUATION AND DECISION TREE ANALYSIS: A NUMERICAL EXAMPLE
DTA Approach: Technological Risk
ROV Approach: Technological and Commercial Risk
SUMMARY
Chapter 33 - Valuation in Emerging Markets
HISTORICAL ANALYSIS
CREATING A CONSISTENT SET OF ECONOMIC ASSUMPTIONS
FORECASTING CASH FLOWS
INCORPORATING EMERGING-MARKET RISKS IN THE VALUATION
Scenario DCF Approach
Country Risk Premium DCF Approach
Scenario DCF as Prime Valuation Approach
Constructing Cash Flow Scenarios and Probabilities
ESTIMATING COST OF CAPITAL IN EMERGING MARKETS
Fundamental Assumptions
Estimating the Cost of Equity
Estimating the After-Tax Cost of Debt
Estimating WACC
Estimating the Country Risk Premium
CALCULATING AND INTERPRETING RESULTS
Triangulating with Multiples and Country Risk Premium Approach
SUMMARY
Chapter 34 - Valuing High-Growth Companies
VALUATION PROCESS FOR HIGH-GROWTH COMPANIES
Start from the Future
Work Backward to Current Performance
Develop Scenarios
Weight Scenarios Consistently with Historical Evidence
UNCERTAINTY IS HERE TO STAY
SUMMARY
Chapter 35 - Valuing Cyclical Companies
SHARE PRICE BEHAVIOR
When Market and DCF Valuations Diverge
Are Earnings Forecasts the Culprit?
The Market Appears Smarter than the Consensus Forecast
APPROACH TO VALUING CYCLICAL COMPANIES
IMPLICATIONS FOR MANAGING CYCLICAL COMPANIES
SUMMARY
Chapter 36 - Valuing Banks
ECONOMICS OF BANKING
Net Interest Income
Fee and Commission Income
Trading Income
Other Income
PRINCIPLES OF BANK VALUATION
Analyzing and Forecasting Equity Cash Flows
Discounting Equity Cash Flows
Pitfalls of Equity DCF Valuation
Economic-Spread Analysis
Economic Spread versus Net Interest Income
COMPLICATIONS IN BANK VALUATIONS
Convergence of Forward Interest Rates
Loan Loss Provisions
Risk-Weighted Assets and Equity Risk Capital
Multibusiness Banks
SUMMARY
APPENDIX A - Economic Profit and the Key Value Driver Formula
APPENDIX B - Discounted Economic Profit Equals Discounted Free Cash Flow
APPENDIX C - Derivation of Free Cash Flow, Weighted Average Cost of Capital, ...
ENTERPRISE DISCOUNTED CASH FLOW
ADJUSTED PRESENT VALUE
APPENDIX D - Levering and Unlevering the Cost of Equity
UNLEVERED COST OF EQUITY
Unlevered Cost of Equity When ktxa Equals kd
LEVERED COST OF EQUITY
Levered Cost of Equity When ktxa Equals kd
LEVERED BETA
APPENDIX E - Leverage and the Price-to-Earnings Multiple
STEP 1
STEP 2
STEP 3
Index
A
B
C
D
E
F
G
H
I
J
K
L
M
N
O
P
Q
R
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T
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W
Y
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