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McKinsey on Finance

Beyond focus: Diversifying for value 1


Perspectives on
Companies that manage scope effectively deliver superior returns.
Corporate Finance
and Strategy
Viewpoint: Time for CFOs to step up 6
As investors home in on business fundamentals and credible accounting,
Number 3, Winter
the CFO’s traditional role overseeing planning and performance takes on
2002
new urgency.

Moving up in a downturn 9
Smart incumbents and challengers alike build advantage during slack times.

Corporate governance develops in emerging markets 15


Shareholders in emerging markets show they’re willing to pay a
premium for good governance standards.

Viewpoint: A new way to measure IPO success 19


The double-digit first-day jump, celebrated as the measure of success for an
IPO, must be replaced by metrics that include longer-term vision.
McKinsey on Finance is a quar terly publication written by exper ts and practitioners in McKinsey & Company’s
Corporate Finance & Strategy Practice. It offers readers insights into value-creating strategies and the
translation of those strategies into stock market performance.

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McKinsey & Company.
Beyond focus: Diversifying for value
Companies that manage scope effectively deliver superior returns.

Neil W. C. Harper and S. Patrick Viguerie

O f all the things a company can do to


improve its total returns to
shareholders (TRS), honing its business
The results should surprise adherants to
conventional wisdom. Over the 10-year period
from 1990–2000, the focused group tallied an
focus is acknowledged to be among the most average annual excess TRS of 8 percent,
important. Extensive research by both compared with 4 percent for the diversified
practitioners and academics has produced a group (Exhibit 1). But the moderately
general creed that more focused business diversified group notched up 13 percent
activity typically generates higher TRS. annual excess TRS and higher median EPS
(earnings per share) growth.5 Over a 20-year
Yet many CEOs and management teams period, focused and moderately diversified
running successful businesses have a different companies again significantly outperformed
view based on their day-to-day experiences. diversified ones. Our conclusion: some
Their assertion: leveraging scarce resources moderately diversified business models can
across multiple, even diverse businesses, is generate shareholder returns that are at least
appropriate and can lead to superior value as strong as those generated by more focused
creation. They argue that at least some critical models. The “focus is better” argument is not
capabilities are constraining factors, including always the right answer, we found. And when
for example, management talent, or availability it is, it may need a more nuanced explanation.
of capital. Moreover, they contend, investors
implicitly fund strategies and management
Diversifying for superior growth
teams rather than individual projects.
To achieve and sustain the benefits of
To reconcile these perspectives, we examined managing corporate scope, we looked in
267 companies in six industries1 in a sample greater detail at the moderately diversified
including a crosssection of US business and companies we identified. Several critical
broadly tracking the TRS performance of themes became clear.
the S&P 500. We classified2 the companies
in our sample as focused, moderately
Expanding options as an industr y
diversified, or diversified,3 using publicly
grows and matures
reported financial information, data from
analyst reports, and interviews with industry Moderately diversified strategies can, if
experts.4 We then assessed performance in carefully applied at the appropriate time in the
terms of TRS and adjusted for potential corporate life cycle, allow corporations to
differences in risk by looking primarily at surpass multiple industry or industry sub-
excess TRS, or TRS more than the mean of segment growth cycles (Exhibit 2). For
the relevant industry group. example, consider a company that has been a

Beyond focus: Diversifying for value | 1


Exhibit 1. Moderately diversified companies generated greater excess returns over 10 years

Cumulative excess returns to shareholders; percent

300

Focused
Excess
Diversified CAGR returns
250
Moderately 236% 13%
diversified

200

150

107% 8%
100

50
48% 4%

0
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000

Source: McKinsey analysis

single business entity, but finds itself in a strengths to take advantage of existing or
rapidly maturing space with growth rates emerging external discontinuities, such as
tailing off. As it reaches this point of developments in technology, changes in
inflection on its industry S-curve, such a legislation, or changes in competitive
company faces a set of choices to maximize landscape, to develop a strong position on
value from the “legacy” business as it emerging or early-stage business life cycles.
matures, to reinvigorate growth expectations Such successful diversification is typically into
and to create a more sustainable entity in the either somewhat related industries or into new
longer term. This typically involves trade-offs business arenas where there are clear
among strategies to maximize short-term cash opportunities to leverage developed or
flow, to retain customers and ensure the value emerging capabilities.
of a business well into its maturity, and to
leverage customer relationships to build new Consider Broadwing. Broadwing began life as
businesses. the Cincinnati Bell local telephone company,
but recognized in the 1980s that as a stand-
Corporations that have successfully carried out alone and somewhat regulated entity its
this strategy have moderately diversified and growth prospects were not highly attractive.
leveraged existing strengths. They use these Through an exploration of its existing

2 | McKinsey on Finance Winter 2002


Exhibit 2. Moderate diversification allows companies to transcend multiple S-curves at certain points in
their life cycles

Liberate business
units where
net synergies
are exhausted

Enter new
businesses • Moderate diversification
where allows companies to
capabilities place several bets on
match future potential growth
discontinuities opportunities

Cull underperforming • Strong focus on core


business units rapidly business with dynamic
moderate diversification
Create generates and sustains
multiple higher growth by
strategic enabling companies
options to transcend multiple
S-curves
Transition

Transition

Focus to build
Moderately Reshuffle business mix through
capabilities and
diversify to grow active trading of portfolio
meet expectations

Source: McKinsey analysis

capabilities the company recognized its Naturally, companies can also add value by
strengths in certain telephony-related systems (re)imposing a greater degree of focus to
and services including customer care, billing, transform overly diversified portfolios to a
and telemarketing. In addition, management moderately diversified or focused position.
realized that increasing market demand for Such corporations have refocused their
third-party provision of such services portfolios around related businesses to create
represented an opportunity. Broadwing built a an attractive balance between growth and
significant new business to provide call-center more mature businesses to more effectively
and back-office services to third parties that leverage capabilities and telegraph their
by the late 1990s was larger in terms of growth potential to the markets. Ivax, for
revenue than its traditional fixed-line local example, was diversified across five businesses
telephony business. In 1998 it spun off the for most of the 1990s; its portfolio included
operation as Convergys, a business with generic pharmaceuticals, intravenous products,
approximately $1 billion in revenue. Over that branded pharmaceuticals, cosmetics, and
period the excess returns to the original specialty chemicals. Recognizing that
shareholders, who by 1998 held both embedded long-term growth prospects were
Broadwing and Convergys stock, were poor in many of these industries, Ivax
significant. undertook a bold move to focus its business

Beyond focus: Diversifying for value | 3


Exhibit 3. Strong corporate scope management The corporations most successful at
is associated with higher excess returns transforming their strategies, whether
increasing diversification or narrowing
Excess returns versus industry, 1990–2000
Average excess TRS CAGR their focus, tend to follow some basic
Definition
principles. They proactively assess their
Exhibit mostly
World-class scope managers 3% positive capabilities and scan possible external
characteristics
discontinuities in their industries to shape
Solid scope managers 2%
Exhibit some
positive
their focus objectives and then undertake a
characteristics process of actively trading assets to achieve
Scope management
Exhibit some them. They rapidly sell underperforming
–6% negative
laggards
characteristics1 businesses before market pressure demands
Exhibit mostly
it, but they also sell or otherwise separate
Poor scope
managers
–8% negative successful businesses as soon as the majority
characteristics
of synergies have been captured, so as to
1
Includes companies with “neutral” net characteristics. achieve the benefits of separation earlier.
Source: Compustat, McKinsey's corporate performance database
Such benefits will include improved
management focus, targeted management
incentive programs, enhanced strategic
portfolio. In the late 1990s it divested its freedom, and an improvement in the market
specialty chemicals, cosmetics, and intravenous for corporate control.
products businesses and made a series of
international acquisitions to extend its more The impact of applying this approach
focused activities in branded and generic can be significant—we found that the
pharmaceuticals. The result: the company’s difference in average annual excess TRS
stock price has more than tripled since 1998, over a 10-year period between “world class
with more than half of the increase scope managers” (those that exhibited mostly
attributable to enhanced long-term growth positive behaviors based on these principles)
expectations. and “poor scope managers” (those that
exhibited mostly negative behaviors), was 11
percent. That can clearly translate into a
Scoping out scope
significant amount of shareholder value
To take advantage of the superior growth (Exhibit 3).
they can achieve by diversifying moderately
at the appropriate time, companies must For many executives, putting these principles
have a clear understanding of the degree of into action entails a change of mindset. Many
focus6 in their existing portfolios and their management teams are reluctant to part with
relative expected long-term growth rate.7 their strong-performing businesses, even when
A thoughtful calibration of a company’s synergies have long been captured. But their
starting point along each of these dimensions reluctance may mean leaving a significant
can help it evaluate opportunities to reshape amount of shareholder value unrealized. For
its corporate portfolio and compare the example, on average the value creation for the
impact of portfolio moves to other actions parent shareholder from a divestiture is about
to create value. 12 percent.

4 | McKinsey on Finance Winter 2002


In proactively monitoring and matching of the CEO agenda. Yet a consistent view of
existing and emerging internal capabilities how best to manage it is elusive. While
with external discontinuities, successful scope managers are well-served to maintain a
managers zero in on, for example, changes in healthy bias towards focus as a starting point,
technology, regulation, or consumer behavior pursuing a range of moderately diversified
that may create adjacent opportunities. They portfolio strategies, if applied at the
do this both in related businesses and in new appropriate stage in the corporate lifecycle,
arenas where their capabilities may provide a may help to generate and sustain significant
source of initial competitive advantage. additional growth and superior shareholder
returns. MoF
One moderately diversified company, Kimberly-
Clark, has dynamically reshuffled its portfolio
Neil Harper (Neil_Harper@McKinsey.com) is an
based on its internal capabilities. The company
associate principal in McKinsey’s New York office and
started out in consumer products and news-
Patrick Viguerie (Patrick_Viguerie@McKinsey.com) is
print. Over the course of the 1990s, Kimberly-
a principal in the Atlanta office. Copyright © 2002
Clark actively traded its business portfolio,
McKinsey & Company. All rights reser ved.
continuously buying, selling, and looking for
spin-off opportunities. Management closed a 1
Computer hardware, oil and gas, pharmaceuticals, pulp and
number of smaller, underperforming businesses paper, telecom ser vices, and chemicals.
where opportunities to improve were limited. 2
Publicly repor ted revenues by business segment and
The company also added to its business mix, to repor ted Standard Industr y Classification codes are
inadequate as the basis for classification, largely because
move into additional personal care products, Financial Accounting Standards Board revenue segments are
leveraging its skills and capabilities and eventu- overly broad.
ally diversifying into a small but growing health 3
We defined “focused” companies as those with at least 67
care business. Eventually it even leveraged the percent of revenues from one business segment,
capabilities it developed while managing its “moderately diversified” companies as those with at least
67 percent of revenues from two segments, and
own corporate jet fleet to build and manage a “diversified” companies as those with less than 67 percent
small airline business, which it ultimately spun of revenues from two business segments. We excluded
off as Midwest Express. conglomerates entirely because they have already been
heavily researched and we did not expect new research to
reveal new insight.
The company’s active approach to trading, 4
The impact was to change some classifications: AT&T
continuously evaluating the growth potential repor ted revenues from two segments—consumer and
of existing businesses, and mapping its skills business—hence classifying it as “moderately diversified,”
and while the company does have significant consumer and
against the needs of those businesses, allowed
business telephony operations, it also has a cable and
Kimberly-Clark to generate superior broadband business, and, until recently, a wireless business,
shareholder returns. As a result, the company suggesting a “diversified” classification.

has maintained long-term growth expectations 5


These are the aggregate performance results of 37
on a rolling basis at anywhere from 10 percent moderately diversified companies and are consistent over
both the 10 and 20 year periods.
to 30 percent of its share price.
6
Based upon revenue share from different discrete business
units.
7
The por tion of stock price accounted for by long-term
The appropriate breadth of the corporate (greater than five years) market expectations, relative to the
portfolio, or its scope, is a critical component mean of industr y peers.

Beyond focus: Diversifying for value | 5


Viewpoint

Time for CFOs to step up


As investors home in on business fundamentals and credible accounting,
the CFO’s traditional role overseeing planning and performance takes on
new urgency.

Timothy M. Koller and Jonathan Peacock

T he chief financial officer’s job has


become more complex in recent years as
mergers and acquisitions, financial structuring,
It is a characteristic of today’s business climate
that a seemingly endless stream of advice
exists about shortcuts that promise to create
and managing relations with investors and value without much hard work. In just the
analysts have demanded increasing time and past few years executives have been exposed
attention. At the same time, the potential to VBM (Value Based Management), EVA®
value that the CFO adds in a more traditional (Economic Value Added, also known as
role—as guardian and leader of good planning economic profit), Balanced Scorecard, CFROI
and performance management—has lapsed (Cash Flow Return on Investment), and a
into neglect. Today, as business fundamentals flurry of other performance measures. More
and credible accounting become the new recently, intangibles like brand and knowledge
touchstones by which investors judge have captured attention. Most of these ideas
corporate quality, many companies would are good and largely common sense, but none
benefit from renewed attention by the CFO to are perfect. And certainly none of them
helping the CEO understand the performance contain a magic bullet that would make
of the company’s businesses and evaluating improving performance easy.
critical strategic decisions.
Instead, the hard work of designing and
No question, mergers, financial dealings, and implementing a successful planning and
investor relations are important. Mergers can performance management approach is about
add significant value under the right developing a method that works for your
circumstances, as can innovative financing. company. Even the most sophisticated
Good communications with investors and financial measures that aren’t adapted to your
analysts can avoid unnecessary market situation will fail; a less sophisticated
volatility and ensure companies get credit for approach can create significant value if it is
strategies they pursue. But for most tailored to your industry and your needs.
companies, shareholder value comes from
internally generated growth, through new With that in mind, here are four principles
products or services, new businesses or that CFOs can rely on to keep themselves—
through cost/capital efficiences. and their companies—on track.

6 | McKinsey on Finance Winter 2002


1. Understand how your company creates sophisticated financial measure like economic
value. It is surprising how many executives profit, which measures the return a company
don’t know exactly how their business units earns over its cost of capital, tells only where
create value. In our research we found that a company has been— not where it is going.
half the retailers in the United States don’t Nor do most systems identify the value drivers
earn their cost of capital. Yet managers at behind financial performance. These value
many of these companies demonstrate an drivers need to be easily conveyed to line
obsession with growth that will destroy value management, and also need to be periodically
until they can figure out how to improve their reviewed and updated. Shorter term metrics
returns on capital. In the pharmaceutical like economic profit should be used in
industry, for example, where the leading conjunction with indicators of longer term
companies typically earn after-tax returns on performance, like market share, to avoid
capital in excess of 30 percent, growth has a decisions that may improve value temporarily
much larger value impact than increasing but destroy it in the long run.
returns. Yet many pharmaceutical companies
don’t effectively measure or manage the value The story of one leading consumer packaged
of their research, development, and product goods company illustrates the flaw of focusing
launch activities. This process need not be purely on financial measures. One of this
overly complex, but it must give management company’s most successful business units
transparency on cash flow, risk, and returns reported substantial operating profit growth
on capital invested. year after year, consistently meeting or beating
targets. As long as the unit appeared to be
In the absence of authoritative planning doing well, senior management did not
leadership, it is easy for executives to focus on question the unit’s performance. Only later
the wrong value-creation measures. At one was it revealed that the way the unit achieved
company, top managers agreed to vote on its profit growth was by raising prices. In
performance measures. Product innovation itself, this would not be a bad move, but over
was popular with the management team. several years the effect of the price increases
Analysis of how the company really created was to create an umbrella for competitors to
value, however, demonstrated that product take market share. Declines in market share
innovation was not nearly as important as eventually reached the point where operating
customer service and process management. profit growth could not be sustained. The
Focusing on product innovation was crisis that resulted led financial markets to lose
distracting top management from real confidence, forcing a major reorganization.
opportunities to create value. The bottom line:
understanding how your company creates For the CFO, creating the best performance
value isn’t conceptually difficult, but it does measurement systems entails seamlessly
require a disciplined approach. integrating financial and nonfinancial
measures. With such a system in place,
2. Integrate financial and operational management can understand what drives
measures. Most planning and performance financial results and provides access to leading
management systems are based entirely on indicators that help managers understand
short-term financial measures. Even a where the business is going.

Time for CFOs to step up | 7


3. Keep the measurement system transparent help a company make better strategic and
and uniform. Performance measurement operational decisions. The best decisions
systems can take on a life of their own. One are based on superior understanding of
company created a corporate staff of dozens to the business, which comes from an
accurately calculate sophisticated financial effective dialogue within the management
measures. Predictably, the business units didn’t team or between business unit managers
believe, understand, or use them to run their and corporate managers.
businesses—largely because they were not
involved in developing or adapting the The best numbers will not replace
measures. At another company, the calculations judgment, nor should they. But they will
were so complex that business unit managers help managers understand the overall
didn’t understand how their decisions would business, and help senior managers better
affect their results. understand the business units they oversee.
They will help managers negotiate aspira-
Another common problem stems from tional but realistic targets. And they will help
implementing parallel or even competing them understand why business units meet or
measures. Typically, only one measure is taken do not meet performance targets and what
seriously, while others get lost in the system. should be done.
One company prominently introduced eco-
nomic profit as a new performance measure,
but only as a supplement to traditional income
statement and balance sheet metrics. As such, it
had no official standing in planning and The CFO is the guardian and the leader of
reporting sessions and never made its way into good planning and performance management;
the compensation system. Despite all the effort, he or she must not lose sight of the control
the new measure was ignored. dimension that the CFO role has traditionally
held. By going back to basics, CFOs can bring
Measuring financial performance is an to bear the capability, people, processes and
imprecise discipline, but any system should systems to deliver on the principles outlined
focus on the true drivers of growth and return above and they can more effectively answer
on investment. Companies should start with a the critical questions investors are asking
simple, directionally correct measurement today about fundamental performance. The
driven off standard financial statements as process may be less exciting than M&A and
those are typically more useful than complex, some other higher profile elements of the CFO
theoretically correct systems. Furthermore, job, but it is the bedrock through which value
companies should use one system and creation is managed. MoF
language for budgeting, performance
measurement, capital budgeting, and incentive
compensation to avoid sending conflicting Tim Koller (Tim_Koller@McKinsey.com) is a principal
signals to managers. in McKinsey’s New York office and Jon Peacock
(Jonathan_Peacock@McKinsey.com) is a principal in
4. Focus on the dialogue. The real purpose of the London office. Copyright © 2002 McKinsey &
planning and performance management is to Company. All rights reser ved.

8 | McKinsey on Finance Winter 2002


Moving up in a downturn
Smar t incumbents and challengers alike build advantage during slack times.

Richard F. C. Dobbs, Rober t D. Jesudason, and Francis H. Malige

R ecessions are unnerving. Price


pressures increase while sales decline.
Competition intensifies. Suppliers go out of
recession.2 We then compared and contrasted
the management strategies of winning and
losing industry leaders and challengers during
business. But some companies seem to emerge the recession to the strategies of winners and
from a recession with renewed strength. Some losers in expansion periods before and after.
industry leaders fight off challengers to We emerged with a list of nearly 150
reinforce their market leadership. Smart companies that either remained or became
challenger companies move ahead of their industry leaders during the recession.
peers and into positions of leadership.
What did successful companies do that can
The stock market appears to be able to lend insights in the current economic cycle?
identify likely postrecession leaders and Challengers who emerged from the recession
reward them with significantly higher in the top quartile of their industries acted
valuations relative to their peers. During the on many of the same levers as successful
1990 to 1991 US recession, the gap between leaders who maintained their position,
successful and unsuccessful incumbent leaders1 though challengers did take advantage of
in terms of market-to-book ratio increased the downturn in ways that top quartile
from 12 percent in 1990 to 24 percent in incumbents could not. Also, as might be
1991 and 38 percent in 1992. Among expected, the strategies of the winners in
challengers, the gap between successful both groups were different during the
and unsuccessful companies widened from recession than during times of expansion
5 percent in 1989 to 14 percent in 1990 to (Exhibits 1 and 2). Our research uncovered
18 percent in 1991 and 25 percent in 1992. strategic patterns of pursuing M&A,
The resulting increase in leaders’ overall share driving capital and expenditure efficiency
of market capitalization gave them additional with a vision of the future, and conservative
power to act as shapers in their industries, debt financing.
building a virtuous cycle of increasing
valuations and better performance.
Oppor tunistic M&A
The 1990 to 1991 recession appears to have
Successful strategies in a downturn
been a good time to hunt for well-priced
To identify how successful companies emerge acquisitions, despite a significant reduction
from a downturn as leaders in their industries, of overall M&A activity in and immediately
we segmented 1,200 US companies by the after the downturn. Leading companies that
change in their relative performance over a 20- retained their leadership status conducted
year period, including the 1990 to 1991 33 percent more M&A activity3 during the

Moving up in a downturn | 9
Exhibit 1. Strategies of successful leaders relative to their unsuccessful peers

During the recession During the expansion


Strategic lever (1990–1991) (’80s and ’90s)

M&A activity • Higher M&A activity • Significantly lower M&A activity


• Focus on smaller deals • Focus on larger deals

Asset efficiency • Significantly reduced and focused capex • Somewhat lower capex
• Higher fixed assets and working capital • Similar fixed assets and working capital
productivity productivity

Cost efficiency • SG&A expenditure refocused rather than • Lean SG&A expenditure management
cut back • Higher employee productivity
• Higher employee productivity • Similar level of R&D expenditure
• Higher R&D expenditure • Somewhat lower adver tising
• Higher adver tising

Financing capacity • Significantly higher debt financing • Similar debt financing capacity
capacity
• Cautious use of excess cash

Source: McKinsey analysis

recession and 75 percent less activity outside Great Lakes Chemical, for example,
the recession than did their unsuccessful peers. a leader in the specialty chemicals industry,
used the recession to reinforce its position
The suggestion: successful top-quartile through a series of M&A transactions,
incumbents benefit from opportunistically projecting itself to a top ranking in the
picking up failing competitors at knock-down industry.4 The company made ten
prices or by making surgical acquisitions of acquisitions in the 1990 to 1992 period
specific desired assets. Deals completed during alone, which contributed to its compound
the recession averaged only $85 million, an annual sales growth rate of 18 percent.
almost 90 percent decrease from their At the same time, Great Lakes Chemical
prerecession average of $645 million. This averaged a return on invested capital of
pattern should not come as a surprise, given 28 percent. To achieve this M&A-driven
the disproportionate management attention growth, the company exploited its under-
and integration effort that large M&A deals leveraged balance sheet and already high level
require. Leaders in a recession focus on of operational performance. As a result, in
protecting and improving their existing terms of total return to shareholders (TRS)
businesses; they are less likely to risk shifting Great Lakes Chemical outperformed the S&P
management focus from the recession to chemicals index by almost 270 percent
executing and integrating a major acquisition. between 1988 and 1993.

10 | McKinsey on Finance Winter 2002


Exhibit 2. Strategies of successful challengers relative to their unsuccessful peers

During the recession During the expansion


Strategic lever (1990–1991) (’80s and ’90s)

M&A activity • Similar M&A activity • Significantly lower M&A activity


• Focus on significantly larger deals • Focus on somewhat larger deals

Asset efficiency • Significantly lower capex • Significantly lower capex

Cost efficiency • Significant cut-back on SG&A expenditure • Similar level of SG&A expenditure
• SIgnificant cut-back on R&D • Significantly higher R&D
• Significant cut-back on adver tising • Somewhat higher adver tising

Financing capacity • Significantly higher debt financing • Significantly higher debt financing
capacity capacity
• Aggressive use of excess cash

Source: McKinsey analysis

The acquisition activity of successful strength to shape their individual industries


challengers does not appear on the surface to and relied on superior skills in deal
distinguish them from their less successful identification, structuring, and integration to
peers; our measure of acquisition activity manage the added complexity. This underlines
shows no statistically significant differences the frequent assertion that superior M&A
between successful and unsuccessful skills are a key success factor for successful
companies in the challenger group. However, challengers.
this belies a very significant increase over non-
recession periods when successful challengers Southwest Airlines offers one example of a
perform 63 percent less M&A activity than substantial targeted M&A program. Based on
their less successful peers. our ranking methodology, Southwest Airlines
rose from its second-quartile status before the
In fact, successful challengers executed 1990 to 1991 recession to the top position in
significantly larger deals during the recession its industry afterwards. It achieved this by
than all other groups, with an average deal aggressively leveraging the buyer’s market for
size in the 1990 to 1992 period of $174 Boeing 737 regional jets to boost its capacity
million—more than double that of the at excellent rates. The airline then comple-
successful leaders group. At the same time, mented the acquisition of aircraft by acquiring
the average number of deals per company in a only the landing slots, not the entire business,
year decreased by more than 30 percent. This of their failed competitor Midway Airlines in
seems to suggest that during the recession, 1991. In terms of TRS, Southwest Airlines
successful challengers pursued M&A outperformed the S&P airlines index by
transactions that provided them with greater almost 630 percent between 1988 and 1993.

Moving up in a downturn | 11
industry leaders had capital expenditures
Successful leaders spent 22 percent nearly 10 percent below the average of their
industries during both the recession and the
more on R&D during the recession period of economic growth. There is some
than their unsuccessful peers. evidence, however, that many of the
challengers that were successful during the
recession had excess capacity at the start—
collectively, successful challengers had a
Asset efficiency
median depreciation/sales ratio 6 percent
During the last recession, leaders that above the industry median—and were able to
remained leaders stood out as efficient users transform their capacity advantage into
of assets. Over the period their capital market share advantage.
expenditure (capex) and depreciation5 were
29 percent and 25 percent lower than those Dell Computer is one example of a good
of their unsuccessful peers. This compares execution of this aggressive approach. Dell
with non-recession periods, when the started investing significantly before the
successful leaders spent just 10 percent less on recession and continued expanding its capital
capex than their peers, and show similar base despite the downturn. Dell’s invested
depreciation/sales ratios to them. Of course, capital grew by 20 percent in 1989 and by
such an attitude to assets did not preclude more than 60 percent per year from 1990 to
aggressive expansion. 1991. The results are well known: Dell’s
market share quadrupled from less than 1
Duke Power, for example, successfully percent in 1989 to almost 4 percent in 1992.
defended its leadership status during the last Between 1988 and 1993 Dell Computer
recession, accelerating the development of a outperformed the S&P IT hardware index by
series of alliances to expand its capabilities in more than 520 percent in terms of TRS.
nonregulated areas ranging from engineering
to nuclear waste to trading. The use of
Efficiency, but with an eye
alliances during the recession provided an
to the future
excellent way to obtain a foothold in new
markets with limited capex and prepared the Leaders that remained leaders typically
way for a subsequent program of acquisitions. enjoyed sound employee efficiency, but
Between 1988 and 1993 Duke Power during the last recession this particularly
outperformed the S&P utilities index by distinguished them from their unsuccessful
almost 60 percent in terms of TRS. Moreover, peers: the employee/sales ratio versus the
the recent acquisition of Westcoast Energy is a average of their industry was 27 percent lower
further example of Duke Power’s sustained for leaders that maintained their top-quartile
capacity to successfully execute M&A even in status than it was for leaders that did not.
the current time of uncertainty.
This is not to say that the leaders that
Challengers that succeeded had a similar succeeded during the recession were those that
approach to asset productivity in and out of religiously cut costs across the board. Indeed,
recession: those that moved up to become successful leaders actually spent 14 percent

12 | McKinsey on Finance Winter 2002


more on SG&A6 than unsuccessful ones
during the recession. This stands in sharp Challengers’ excess cash/total
contrast to nonrecession periods, during which
successful leaders spent 14 percent less on assets dropped from a level
SG&A than their peers. In other words, 6 percent less than their industries
leaders that succeeded during the recession cut
back less than others on the nonpersonnel prerecession to 41 percent below
part of SG&A spend. Successful leaders spent in 1990.
9 percent more (as a percentage of sales) on
advertising, for example, than unsuccessful
leaders in the recession compared to 3 percent
less in nonrecession periods. Furthermore, successful challengers, and had slightly better
successful leaders also spent 22 percent more efficiency as measured by their employees-to-
on R&D7 during the recession than their sales ratio. Unlike the situation with leaders,
unsuccessful peers, contrasted with 9 percent however, cutting back SG&A appears to have
more outside of the recession. The message been successful for challengers. POGO
seems to be that the industry leaders that Producing, an oil and gas exploration
remain successful concentrate on refocusing company, moved from the fourth to the first
their SG&A expenditure during recessions, quartile of industry performers precisely by
and do not merely cut it across the board. employing this strategy. During a period in
which the company’s sales increased by 15
Intel, for example, boosted its R&D percent, POGO reduced costs by 3 percent by
expenditure during the 1990 to 1991 recession, focusing on profitable oil production and
reaching $780 million in 1992—an increase of lower-risk oil exploration. This strategy paid
114 percent over 1989—with an increase in off as POGO outperformed the S&P oil & gas
sales of 87 percent. Investment was also index by over 150 percent in terms of TRS
extended to Intel Penang in Southeast Asia, between 1988 and 1993.
along with new operations in Ireland and New
Mexico. The increase in R&D expense was
Wise use of financing capacity
considered necessary by Intel to “build the
product . . . customers are demanding.” Intel’s Finance theory suggests that debt-financing
commitment to R&D underpinned its strong capacity should not have an impact on success,
performance during and after the recession, as companies always have an ability to raise
which helped strengthen its leadership equity. However, in our research lower
position—between 1988 and 1993, Intel leverage emerges as an important enabler of
delivered TRS of almost 430 percent, success both in and out of recession.
outperforming the S&P semiconductors index
by almost 40 percent. During the 1990 to 1991 recession, leaders
that remained successful had 16 percent lower
Again, the story is quite different for interest expense/EBITDA8 compared with
challengers. During the 1990 to 1991 recession leaders who lost their top-quartile position.
the successful challengers showed 13 percent This compares to a difference of only 5 percent
lower SG&A-to-sales ratios than less out of recession. These figures illustrate how

Moving up in a downturn | 13
important low leverage can be during a challengers to reposition themselves. Leaders,
recession. Similarly, successful challengers had too, had to rethink and refine strategies to
28 percent lower interest during the recession successfully defend their positions. While no
compared with 22 percent in nonrecession two recessions are identical, corporate leaders
periods, underlining the importance of lower in today’s environment would do well to heed
leverage both in recessions and expansions. the lessons of the past. MoF
Those leaders and challengers that entered the
recession with significantly lower leverage than Richard Dobbs (Richard_Dobbs@McKinsey.com)
their peers were typically more successful, is a principal and Rob Jesudason (Rober t_Jesudason
possibly because their lower leverage gave them @McKinsey.com) is an associate principal in
much higher flexibility for opportunistic McKinsey’s London office. Francis Malige
M&A, or to build for the future. The implica- (Francis_Malige@McKinsey.com) is a consultant
tion for highly leveraged companies is that they in the Paris office. Copyright © 2002 McKinsey &
may need to focus their business portfolios Company. All rights reser ved.
through disposals. Unfortunately, a recession is
generally a singularly bad time for this activity. The authors wish to thank Tomas Karakolev for
developing the methodology used in this research.
A source of significant difference among They would also like to thank Francois-Xavier
successful leaders and challengers was their Delenclos, Gillian Evans, Tim Koller, Stefan Loesch,
ability and willingness to use excess cash to Irfan Mian, James Roycroft, James Walmsley and
finance acquisitions and expansions. While the Richard Woolhouse for their contribution to this
leaders that remained successful protected the ar ticle.
excess cash on their balance sheet and their
ratio of excess cash to total assets fluctuated 1
In our research project, we defined industr y leaders as those
around the average of their industry, in the top quar tile of their industries. Challengers are those
companies in the other quar tiles as well as new entrants to
successful challengers used their excess cash in the sample.
their aggressive expansion. These challengers’ 2
Preceded by a long period of growth and characterized by
excess cash/total assets dropped from a level low inflation, the 1990 to 1991 US recession is arguably the
6 percent less than their industries most appropriate comparison for the current global
slowdown.
prerecession to 41 percent below in 1990, and
3
Measured by an index of acquired asset value to total
30 percent below in 1991. At the same time,
assets versus the average of their industries.
unsuccessful challengers entered the recession
4
According to our ranking method based on MVA (market
with significant excess cash balances and they value added) and ROIC (return on invested capital).
continued to accumulate excess cash 5
We have used depreciation as a surrogate for asset intensity
throughout the recession. The same measure as it is not impacted by the age of the asset unlike net
for them stood at 19 percent above the asset value; capex and depreciation were compared as a
ratio of sales and versus the average of their industr y.
industry in 1989 and reached 39 percent
above the industry in 1991. Sales, general, and administrative, measured by an index of
6

SG&A-to-sales versus the average of their industries.


7
Measured by an index of R&D to sales versus the average of
their industries.
8
Earnings before interest, taxes, depreciation, and
The 1990 to 1991 recession provided a amor tization measured versus the average of their
significant opportunity for ambitious industries.

14 | McKinsey on Finance Winter 2002


Corporate governance develops
in emerging markets
Shareholders in emerging markets show they’re willing to pay a premium for
good governance standards.

Carlos E. Campos, Rober to E. Newell, and Gregor y Wilson

C ompanies in emerging markets often


assert that Western standards of
corporate governance—particularly the US
in Asian companies say that they worry about
board practices as much as or more than
financial issues. In every country surveyed,
and UK models of governance that put investors state that they would pay a premium
maximizing shareholder value at the core of a for a well-governed company, as high as 30
company’s mission—don’t apply to them. percent in some emerging markets.2
“Things are different here,” executives often
say, citing extensive family ownership and
Good governance is rewarded
different corporate cultures as conditions that
make developed country standards of Is there any hard evidence that improving
corporate governance less a priority. corporate governance actually pays off? If
investors are indeed putting their money
We think otherwise. Our research indicates
where their mouth is, then there should be a
that both foreign and domestic investors in
clear link between a company’s market
emerging markets do reward companies that
valuation and its corporate governance
adopt rigorous corporate governance
practices. We evaluated 188 companies from
standards. At one level, the findings suggest
six emerging markets3 to see if such a link
that emerging markets are naturally
exists. Each company was rated along
responding to the global trend in recent years
15 elements of good corporate governance
of large activist shareholders pushing
(Exhibit 1). To ensure consistency in the
corporations to improve their governance
ratings, we developed explicit criteria for how
structures and practices. And in light of the
ratings should be assigned. To control for
financial crises that have plagued emerging
researcher bias, we directed local teams to
markets over the past five years, our research
evaluate the companies from each market.4
also provides evidence that a consensus is
forming in the developing world that publicly
The result: there is clear evidence that good
stated strategies mean little to investors if a
governance is rewarded with a higher market
company lacks disclosure, transparency,
valuation. Companies that have a higher score
management accountability, and ultimately a
on our corporate governance index also enjoy
strong commitment to shareholder value.
higher price-to-book ratios.5 This is true even
In McKinsey’s Emerging Markets Investors after we controlled for a company’s financial
Opinion Survey 2001,1 76 percent of investors performance and other firm characteristics,

Corporate governance develops in emerging markets | 15


Exhibit 1. 15 elements of good corporate governance

1. Dispersed ownership: Although the presence 8. Independent directors: At least half of the non-
of a large or majority blockholder is not necessarily executive directors should be independent outsiders.
a negative governance issue, a more dispersed
9. Written board guidelines: A company should
ownership normally tends to be more attractive to
have its own written corporate governance rules that
investors. Most impor tant, a company should have
clearly describe its vision, value system, and board
no single shareholder or group of shareholders who
responsibilities. Based on the rules, directors and
have privileged access to the business or excessive
executives should be fairly remunerated and
influence over the decision-making process.
motivated to ensure the success of the company.
2. Transparent ownership: A company’s actual
10. Board committees: The board of a company
ownership structure should be transparent,
should also appoint independent committees to carr y
providing adequate public information on breakdown
out critical functions such as auditing, internal
of shareholdings, identification of substantial/
controls, and top management compensation and
majority holders, disclosure on director share-
development.
holdings, cross and pyramid holdings, and
management shareholdings. 11. Disclosure: Frequent and credible disclosure and
transparency. At a minimum, a company should provide
3. One share/one vote: A company should offer one
disclosure on financial and operating performance;
share/one vote to all of its shareholders, and have
business operations and competitive position;
only one class of shares. All shareholders should
corporate char ter, bylaws, and corporate mission; and
receive equal financial treatment, including the
board member backgrounds and basis of remuneration.
receipt of equitable share of profits.

4. Antitakeover defenses: The company should not 12. Accounting standards: A company should use an

have any share-, capital-, or board-related anti- internationally recognized accounting standard (US

takeover defenses. GAAP, UK GAAP, or IAS) for both annual and quar terly
repor ting.
5. Meeting notification: Shareholders should be
notified at least 28 days prior to each general 13. Independent audit: A company should perform an

shareholder meeting to allow overseas investors to annual audit using an independent and reputable

par ticipate, and online par ticipation should be auditor.

available for shareholders.


14. Broad disclosure: A company should offer
6. Board size: The board should be neither too multiple channels of access to its information,
big nor too small. Empirical analyses suggest that including both on-line and off-line access. Information
the optimal board size is from five to nine should be in both local language and English.
members.
15. Timely disclosure: Information should be
7. Outside directors: No more than half of the disclosed in a timely manner based on standards at
directors should be executives of the company. the listing stock exchange.

Source: Derived from OECO Principles of Corporate Governance, Organization for Economic Co-operation and Development, 1999.

16 | McKinsey on Finance Winter 2002


such as size. Investors are more confident in— Exhibit 2. Effect of moving from worst to best in
and actually pay a premium for—a company one component of corporate governance
that is committed to protecting shareholder
rights, has frequent and transparent financial Country Industry Effect

reports, and has an independent board India Chemicals 10.6


providing management oversight. These Textiles 12.4
fundamentals apply even though the corporate
Korea Auto Par ts and Equipment 10.0
governance approaches that individual
Textiles 9.8
companies emphasize can vary.6
Malaysia Building Materials 10.4
The premium investors will pay can be quite Engineering and Construction 10.0
large. In all countries and industries, a firm
Mexico Food 11.8
could expect a 10 to 12 percent increase in its
Retail 11.8
market valuation by moving from worst to best
on any one of the 15 elements of corporate Taiwan Electronics 10.7
governance (Exhibit 2). Consider Alsea SA, a Food 10.7
company in the Mexican food industry. Its
Turkey Building Materials 12.0
book value and market value were 720 million
Food 12.2
pesos and 1,440 million pesos, respectively, in
Textiles 11.8
1999. The company’s onerous antitakeover
provisions earned it the lowest possible score Source: McKinsey analysis

on that component of the evaluation. Even if


Alsea didn’t completely eliminate its array of
Korea in particular stands out as a pioneer in
takeover protections, it would be reasonable to
advancing the cause of board responsibilities
assume that its market value would increase by
and shareholder rights.7 Korea in many ways
more than 10 percent based on our research of
led the governance reform efforts after the
companies in similar situations.
Asian crisis. The government mandated,
among other things, that the major banks and
We also found important differences between
chaebol8 appoint a majority of outside
countries in how companies rate on corporate
directors and establish committees and
governance. In general, Korean and Malaysian
transparent board responsibilities. It removed
companies had the highest average scores,
ceilings on foreign ownership, thus sparking
while Mexican and Turkish companies had the
competition, and lowered the threshold for a
lowest. This is due to the concerted efforts in
group of shareholders to sue the board if
Korea and Malaysia after the 1997 Asian
they failed to protect their interests. So
crisis to improve corporate governance, efforts
far, the shareholder rights group People’s
that were not made in Mexico or Turkey after
Solidarity for Participatory Democracy
their respective crises in 1994. The fact that
has challenged major companies such as
Korean and Malaysian companies have larger,
SK Telecom and Samsung Electronics to
more established capital markets is also a
test these new reforms.
factor, since this means that there are more
outside investors who are likely to scrutinize Ties to nearby developed countries clearly help
companies and demand change. shape the approaches that some emerging

Corporate governance develops in emerging markets | 17


countries take to higher standards of independent, outside directors bring a fresh
governance. Mexican companies, for example, and objective perspective to the company,
generally score poorly on corporate governance which is critical for decisions that are counter
measures largely because of their reluctance to to the interests of company insiders. MoF
give up family control. But they score very
highly on transparency. This is because among
Carlos Campos (Carlos_Campos@McKinsey.com) is
the six countries surveyed, Mexican companies
an associate in McKinsey’s Miami office where
were most likely to be cross-listed on US
Roberto Newell is an alumnus. Greg Wilson
exchanges, and even family-controlled boards
(Greg_Wilson@McKinsey.com) is a principal in the
must comply with tough SEC standards on
Washington, D.C. office. Copyright © 2002 McKinsey
financial reporting.
& Company. All rights reser ved.

The authors would like to thank the research team


Leapfrogging the competition that conducted this work, Tenecia Allen, Danielle Jin,

Adopting sound corporate governance Jeffrey Kuster, and Andrew Sellgren. Tim Koller and

practices can also help companies leapfrog Mark Watson also provided valuable insights and

competitors. To follow up our statistical feedback on this project.

analysis, we took an in-depth look at 1


We sur veyed attendees at the International Finance
11 companies in seven countries that Corporation’s Global Private Equity Conference (May 10 –11,
2001). The 46 respondents, all of whom are private equity
have all substantially improved their investors, manage approximately $5 billion in assets, 90
corporate governance practices. As expected, percent of which is invested in emerging markets.
their performance also improved: each beat its 2
McKinsey & Company’s Emerging Markets Investor Opinion
Sur vey 2000. We sur veyed institutional investors on their
respective local market indices by at least
views of corporate governance and, in par ticular, their
20 percent in the 12-month period from May willingness to pay for well-governed companies. In
2000 to May 2001. aggregate, respondents managed approximately $3.25
trillion in assets.
3
India, Korea, Malaysia, Mexico, Taiwan, and Turkey.
Market valuation is driven by many factors, 4
We tested the relationship between market valuation and
of course. Further research will be needed corporate governance using a least-squares regression. The
to draw firm conclusions about the impact independent variable was each company’s aggregate
corporate governance score, stated as the percent
of governance on valuation. Still, a closer
difference from the average score in the given industr y and
look at our case studies illustrates why good countr y. The dependent variable was the company’s price-to-
governance should translate into improved book ratio at the end of 1999, again stated as percent
difference from the countr y-industr y average. A price-to-book
performance. Disclosure and transparency
ratio above average indicated that investors were willing to
around financial results, for example, allow pay a premium for the company.
a company to set clear targets and hold 5
This result was statistically significant at the 95 percent
employees accountable for results, all the confidence level.
6
For example, executives in Korean companies stress
way from top management to the newest
shareholder rights and corporate board reform, while those
employees. An audit committee is an essential in Mexico focus on account transparency.
check on the CFO and can bring a much- 7
For more on the Korean effor t, see “Building Asian Boards,”
needed market perspective to risk manage- Dominic Bar ton, Rober t F. Felton, and Ryan Song. The
McKinsey Quar terly, 2000 No. 4 Asia.
ment strategies and techniques. Similarly, a 8
Korean term for a conglomerate of many companies
management compensation committee is clustered around one parent company. Chaebol usually hold
critical for creating the right incentives. And shares in each other and are often run by one family.

18 | McKinsey on Finance Winter 2002


Viewpoint

A new way to measure IPO success


The double-digit first-day jump, celebrated as the measure of success for an
IPO, must be replaced by metrics that include longer-term vision.

Roman Binder, Patrick Steiner, and Jonathan Woetzel

T he IPO market is beginning to show


signs of recovery. While uncertainty
hangs over equity markets as a whole, many
the expected first-day closing price. On
average, IPOs were underpriced by only 11
percent between 1990 and 1998, but that gap
analysts are taking encouragement from post- soared to almost 70 percent during 1999 and
IPO pricing well above the initial list. Some 2000. Indeed, the enormous jumps of the
anticipate a surge in IPOs as companies 1990s have even sparked regulators to
proceed with offerings postponed from 2001. scrutinize numerous deals. Whether driven by
capital market inefficiencies or inappropriate
As the market recovers, one common indicator pricing, the fact is that issuing shareholders
of success that many IPO watchers continue to probably got short shrift. In 1999 and 2000
apply is the increase in share price on the first alone corporate America left more than $60
day of trading. During the 1990s IPO boom, billion on the table2—money that could have
some considered a two-digit increase to be the been invested in the development of the newly
measure of IPO success. Others drew a listed companies.
benchmark from so-called daily doublers, or
IPOs that doubled their share price on day one. How should IPO success be measured? To
True, an argument can be made that some answer that question we examined 230 IPOs
measure of underpricing is appropriate around the world between 1991 and 2000,
compensation for first-round investors who ranging from $50 million to $18 billion. We
face levels of risk that they would not face for included a broad selection of IPO situations:
secondary offerings.1 But even then, from the new dot-com companies, established private
perspective of issuing shareholders, an companies and family-owned businesses, and
excessive first-day jump should be viewed as a spin-offs of larger corporations or state-
measure of the mis-pricing and failure of an owned companies. Within this range we
IPO, rather than as a measure of its success. sought common measures of IPO success
across business sectors, economic cycles, and
No question, extremes such as Theglobe.com’s sources of offered assets in strong and weak
November 1998 IPO, with first day returns markets. We analyzed financial data and
over 300 percent, helped to firmly establish an detailed offer prospectus information, and
industry norm of significant IPO under- conducted interviews to clarify and interpret
pricing—offering shares at prices far below the results.

A new way to measure IPO success | 19


While there are obviously large differences in issuing shareholders are fairly compensated.
the number and types of activities involved for Market value should be measured 30 days
the myriad of IPO situations, we developed a after an IPO to allow the market time to fairly
new, practical way to measure an IPO’s evaluate the assets on offer. Once again, using
success that eschews the goal of a huge first- this measurement many IPOs considered
day leap in share price. We view it as a more successful during the 1990s generally appear
valuable metric because it takes into account a to have been unfairly priced. Large first-day
company’s longer-term competitiveness and jumps translate into significant price changes
the degree to which both new and existing over the first 30 days of trading and are thus a
shareholders are fairly compensated. significant and inappropriate transfer of value
to subscribers. Only a quarter of IPOs with
Our metric comprises two parts:
first-day jumps exceeding 20 percent
1. Market Competitiveness: relative company eventually settled within 100 percent to 120
value equal to or higher than industry peers. percent of their IPO price 30 days later.
Within 30 days of the IPO, the company’s Conversely, only 14 percent of IPOs that did
market capitalization should be at or above settle within 100 percent to 120 percent of
the level of its industry peers. For companies their IPO price after 30 days had seen a first-
in banking and financial services, for example, day jump exceeding 20 percent.
relative company value may be measured as
market-to-book value of equity. For industrial In fact, only 8 percent of all the IPOs we
companies, multiples such as market value of measured were both competitive in terms of
equity over earnings, entity value over relative value with industry peers and offered
EBITDA3 or cash flow may be more at a fair market price. That’s obviously not the
appropriate. This relative value expresses a kind of statistic that fits easily with the IPO
company’s competitiveness in the capital hype that characterized the last bull market.
markets. Investors can thus use it as a guide to But when the IPO game does return, it would
better understand a company’s continuing be worth keeping in mind for those executives
ability to attract funding. looking to take assets public in order to
genuinely boost shareholder value. MoF
Using this measure, 50 percent of the IPOs
from the 1990s considered highly successful Roman Binder (Roman_Binder@McKinsey.com) is an
by the first-day jump measure (i.e., greater associate principal in McKinsey’s Zurich office, where
than 20 percent jump) would actually have Patrick Steiner is an alumnus. Jonathan Woetzel
been judged to have been failures. By contrast, (Jonathan_Woetzel@McKinsey.com) is a director in
74 percent of the companies that proved the Shanghai office. Copyright © 2002 McKinsey &
strong relative to competitors after 30 days Company. All rights reser ved.
had less than a 20 percent first-day jump. 1
Information assymetr y between existing and new investors
can lead to underpricing, as agreed in a broader context by
2. Market Pricing: Less than 20 percent Nobel laureates George A. Akerlof, A. Michael Spence, and
Joseph E. Stiglitz.
change between offering price and 30-day 2
Jay Ritter, quoted in “A penny in whose pocket?” The
post-IPO market capitalization. Only an Economist, May 26, 2001, U.S. Edition. See also,
offering price that reflects the market value of http://bear.cba.ufl.edu/ritter/.
the assets sold ensures that both new and 3
Earnings before interest, taxes, depreciation, and amor tization.

20 | McKinsey on Finance Winter 2002


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