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© 2001 McKinsey & Company. All rights reser ved.
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Trading the corporate portfolio
A systematic approach to buying and selling assets can
deliver superior shareholder returns.
$519
$459 $442 Where are they now? Citigroup increased its
$353 $392
revenues to more than $82 billion by the end
of the decade, with a market cap of nearly
Passive Active Divestor Acquirer Balanced
$265 billion. J. P. Morgan, on the other hand,
Average was unable to turn its strength in commercial
number of
transactions 2 15 lending into a top-tier spot in lucrative
1
Risk adjusted for beta. investment banking. Morgan underperformed
2
Active portfolios split into those that primarily divest,
primarily acquire or pursue a balanced approach.
its peers and the S&P 500, and its market cap
Source: McKinsey analysis ranking tumbled. In 2000, Chase Manhattan
Bank took it over.
The right mix of acquiring and divesting also The authors wish to thank Michael Patsalos-Fox for
varies across the four stages. Our analysis his contribution to this ar ticle.
suggests that successful builders and
expanders pursue M&A strategies that are 1
Richard Foster and Sarah Kaplan, Creative Destruction, New
weighted toward acquisitions. By contrast, the York Doubleday, 2001.
best strategy for operators and reshapers is a 2
Size of company determined by market capitalization.
relatively balanced program of acquisitions Independent companies defined as those that had not
and divestitures. In fact, in the build and themselves been acquired. Acquisitions and divestitures
included straight sales, car ve-outs, spin-offs, and leveraged
expand phases, companies with acquisition-
buyouts.
focused strategies had shareholder returns 3
Companies with a ratio of acquisitions to divestitures
almost five times greater than companies greater than 3:1 (active M&A strategy).
following a balanced M&A approach. 4
Companies with a ratio of acquisitions to divestitures less
However, in the operate and reshape phases, than 1:1 (passive M&A strategy).
companies following a balanced strategy had 5
Companies with a ratio of acquisitions to divestitures
shareholder returns almost six times greater between 1:1 and 3:1 (balanced M&A strategy).
203
79
22 7
62
33 8%
Free float 50–75%
clearly parent-controlled public companies floated to raise funding that Siemens would
after five years, that is, where the parent owns not provide. Siemens has since announced that
more than 50 percent of shares (Exhibit 2). it intends to further reduce its stake.
Nearly 40 percent are ultimately acquired by
third parties, and an additional 31 percent see Some carve-outs are taken over by leading
the parent stake reduced to less than a 25 players in their industry that hope to realize
percent minority. significant synergies with their own
businesses. For example, Citicorp snapped up
This result should not come as a surprise. Even Ford’s financial services carve-out, Associates
a minority initial public offering provides First Capital, and Morgan Stanley merged
high-growth businesses with their own with Sears’ Dean Witter Discover carve-out
transaction currency for acquisitions, equity into MSDW.
funding for internal growth, and their own
shareholder and legal responsibilities, all of Of course, as long as the parent has majority
which lead over time to the dilution of parent control, it can usually block any undesirable
company stakes. For example, Siemens’s stake takeover such as a direct buy by a head-to-
in its carved-out semiconductor subsidiary head competitor. By carefully planning a
Infineon was reduced from 71 percent to 50.9 carve-out’s trajectory, parent companies can
percent after Infineon’s secondary share ensure that a business unit has the opportunity
offering in June this year. The offering was to prove its viability in the market before
exposing it to the full brunt of market forces Shareholder value typically increases only
and susceptibility to takeover. when both parent and subsidiary perform
better as independent companies, and only
However, parent companies that obstruct when parent companies aim for full separation
carve-outs on their way to independence and of the subsidiary—through a subsequent spin-
use their majority stake to exercise managerial off or full public offering of subsidiary shares.
control in the long run risk eliminating the Carve-outs can create value for shareholders
very benefits the carve-out was intended to from enhanced strategic freedom and access to
deliver. They also risk precipitating further independent funding. As part of a parent
conflict as subsidiary executives formally group, subsidiaries are often restricted in
pursue the best interest of their own company choosing customers, suppliers, funding, and
and shareholders. Consider US oil exploration transaction opportunities. For example, prior
and production (E&P) company Vastar, which to its carve-out and subsequent spin-off, one
was carved out by ARCO in 1994. At one telecom equipment provider had virtually no
point, Vastar found itself bidding against access to customers for its hardware products
ARCO for the same E&P projects. ARCO that were competitors of its parent. Similarly,
resolved this potential conflict not by Palm was in a better position to close strategic
preventing Vastar from bidding but rather by alliances with AOL, Nokia, and Motorola
shifting its own focus to international projects after its carve-out from 3Com. These strategic
and leaving the US market for its subsidiary.2 and funding benefits can be fully captured
only when parent companies are prepared to
Such conflicts can easily intensify over time as reduce control over time.
the distance increases between parent and
carve-outs, especially since carve-outs often Furthermore, carve-outs can create value
operate in different, higher-growth industries through better alignment of managerial
than their parents do. In our sample, revenues incentives and more streamlined decision
Median
excess return
over S&P 500
160.0 Percent
150.0 Independent
(Free float +26
140.0 > 75%)
Total return index
130.0
70.0
60.0
0 2 4 6 8 10 12 14 16 18 20 22 24
Months after IPO
So how good are the analysts at predicting This is not what the record shows, however.
earnings and setting forecasts that, whatever In fact, our examination of the forecasts
their flaws, serve as an important benchmark revealed three clear patterns (Exhibit 1). First,
of the current and future health of companies? at the aggregate level, analysts almost always
To answer this question, and to explore overestimate corporate profits. The gap
whether there are patterns in analyst forecasts between forecast and reported earnings can be
that might enable us to better interpret their wide. On average during the period 1985 to
projections, we examined aggregate corporate 2000 the aggregate earnings forecast
earnings forecasts for companies on the overestimated corporate profits by more than
Standard & Poor’s 500 index between 1985 13 percent. Forecasts exceeded actual EPS by
and 2001.2 Our research shows that analyst 22 percent at three years out, 18 percent at
forecasts are most often notably two years, and 10 percent at twelve months
overoptimistic, particularly in periods of ahead of the fiscal year end.3 Second, the
declining economic growth. The longer the degree of overestimation is generally higher
term of the forecast, the greater the degree of the further out the forecast is made. Typically
overestimation one usually finds. Moreover, forecasts are then revised downward until the
80.00
70.00 2003
60.00 2002
Lines illustrate analyst
forecast EPS over time
for each year 2000
50.00 2001
EPS (US cents)
1999
1997 1998
40.00 1996
1995
1994
30.00
1993 Squares indicate realized
EPS for each year
1988 1989 1992
20.00 1990
1991
1987
1985 1986
10.00
Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan
85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 00 01
Date of forecast
forecast is roughly in line with the eventual average of 11 percent a year while the average
reported earnings, probably as a result of analyst forecast showed 22 percent. Over
guidance by corporate executives. Finally, time, a reasonably consistent pattern emerges:
forecast errors are typically larger in periods when economic growth accelerates, the size of
of declining economic growth, suggesting that the forecasting error declines, but when
analysts are lagging in revising their forecasts economic growth slows, the error increases.4
to reflect new economic conditions.
What to expect in
the current downturn
We are currently in that phase of an economic What earnings expectations do the capital
cycle where economic growth, at best, has markets really take into account? The pre–
slowed and where, for many companies, September 11 level of the S&P 500 seems to
earnings are in decline. The forecast for 2001 have reflected market expectations of growth
fiscal year as of September predicts EPS for well below analyst forecasts. As of August 31,
the S&P 500 of $0.53, a decline of about 8 the median price-to-earnings ratio of the S&P
percent from the level achieved in the previous 500 was 17, which we calculate to be
year. However, the earnings forecasts for the consistent with long-term EPS growth between
next two years still include growth in excess 5 and 7 percent. A market-implied long-term
of 15 percent. EPS growth in this range is also more
reasonable, considering historical experience.
Are these analyst forecasts reasonable? As prior McKinsey research has indicated,6
Forecasts for nominal US gross domestic long-term growth in earnings for the market
product (GDP) growth for 2002 and 2003 as a whole is unlikely to be significantly
were around 5 percent in September.5 Since different from growth in GDP. Real GDP
1985, S&P 500 earnings growth has been on growth has averaged 3.5 percent over the past
average only 3 percent above GDP growth. A 70 years, which would indeed be consistent
difference between S&P 500 earnings and with nominal growth of around 6 percent
GDP growth of more than 10 percent for the given current inflation rates of 2 to 3 percent.
next two years therefore seems quite Analysts, too, will ultimately lower their
exceptional, if not unreasonable. forecasts as they pick up on the lower
Whither globalization?
The war on terrorism may change the shape and pace of economic integration.
But the fundamental human forces that drive it will not be dislodged.
Whither globalization? | 19
for example, that airlines and skyscrapers facturers will have to hold larger inventories
might be destroyed by terrorists. Now they as trucks endure longer waits to enter the
do. One of the problems in getting the United States from Canada and Mexico.
economy running smoothly again is that
insurance premiums have soared, particularly Yet these new barriers can be overcome. Most
for airlines. And the insurance against terrorist of the increase in borrowing costs was the
attacks will not go away for a while, if ever, result of the economic downturn, not directly
so it will be a bit more costly to fly and run related to the attacks. A strong economic
airports. Even with government help in recovery should bring borrowing costs back to
disaster insurance coverage, it will be less normal or close to it. On the security side,
attractive to invest in tall towers or visible innovation and the benefits of widespread use
attractions easily identifiable as American. will bring costs down as well. As with air
bags, introduced with a high cost per bag,
The probability of default on high-yield debt many people will complain about paying a
has also sharply increased in many industries. “safety tax.” Today mass production has
The beleaguered telecom industry aside, the sharply lowered the cost, and people buy cars
trend is notable in aerospace, services, and with multiple air bags. Best practice
nondurable consumer goods. Blue-chip approaches to security will emerge and
corporations also now face higher premiums address many of today’s issues, with only a
on borrowing costs, paying 2.5 percentage slight cost to productivity.
points above Treasury rates, compared to 2.15
percentage points prior to the attacks and Most important, the future of globalization
1.25 percentage points in 1999. While most of will depend more heavily than before upon
the rise in the risk premium was in the market the willingness of populations and policy
prior to September 11, the attacks have made makers around the world to embrace it. The
things a bit worse. This rise in the risk impulse to turn inward will have greater
premium affects all borrowing but at the appeal, threatening to restrict the flow of
margin is likely to have its largest impact on capital and people and slowing not only the
funding for global investments. pace of globalization but also the pace of
economic growth. But the countervailing
Then there is the certainty of a higher force of consumers and companies lined up
“security tax.” It was known for some time behind the inherent freedom of choice it offers
that security at US airports was dreadful, but will prove too powerful to resist, ensuring that
no one really believed it would matter, at least the vital opening of the global economy
not on the scale of September 11, and no one continues. MoF
wanted to pay the bill for a better system.
Now we know better. Yet the issue of security Martin Baily, a McKinsey alumnus, is senior fellow at
extends well beyond the airline sector. Private the Institute for International Economics and former
companies will have to strengthen security. chairman of the White House Council of Economic
Executives may wait longer for visas, and their Advisers. Copyright © 2001 McKinsey & Company. All
travel may be otherwise impeded. Manu- rights reser ved.