McKINSEY & COMPANY is a management consulting firm that helps leading corporations and organizations make distinctive, lasting, and substantial improvements in their performance. Over the past seven decades, the firm's primary objective has remained constant: to serve as an organization's most trusted external advisor on critical issues facing senior management.

TIM KOLLER is a partner in McKinsey's New York office. Tim has served clients in North America and Europe on corporate strategy and issues concerning capital markets, M&A transactions, and value-based management. He leads the firm's research activities in valuation and capital markets issues. He received his MBA from the University of Chicago.

MARC GOEDHART is a senior expert in McKinsey's Amsterdam office. Marc has served clients across Europe on portfolio restructuring, issues concerning capital markets, and M&A transactions. He received a PhD in finance from Erasmus University Rotterdam.

DAVID WESSELS is an adjunct professor of finance and director of executive education at the Wharton School of the University of Pennsylvania. Named by BusinessWeek as one of America's top business school instructors, he teaches corporate valuation at the MBA and Executive MBA levels. David received his PhD from the University of California at Los Angeles.

About the Authors ix

Preface xi

Acknowledgments xv

Part One Foundations of Value

1 Why Value Value? 3

2 Fundamental Principles of Value Creation 17

3 Conservation of Value and the Role of Risk 35

4 The Alchemy of Stock Market Performance 49

5 The Stock Market Is Smarter Than You Think 65

6 Return on Invested Capital 93

7 Growth 115

Part Two Core Valuation Techniques

8 Frameworks for Valuation 135

9 Reorganizing the Financial Statements 165

10 Analyzing Performance 201

11 Forecasting Performance 221

12 Estimating Continuing Value 247

13 Estimating the Cost of Capital 269

14 Moving from Enterprise Value to Value per Share 301

15 Analyzing the Results 321

16 Using Multiples 331

17 Valuation by Parts 353

Part Three Advanced Valuation Techniques

18 Taxes 373

19 Nonoperating Items, Provisions, and Reserves 387

20 Leases and Retirement Obligations 405

21 Alternative Ways to Measure Return on Capital 423

22 Inflation 445

23 Cross-Border Valuation 459

24 Case Study: Heineken 481

Part Four Managing for Value

25 Corporate Portfolio Strategy 525

26 Performance Management 543

27 Mergers and Acquisitions 565

28 Divestitures 593

29 Capital Structure, Dividends, and Share Repurchases 611

30 Investor Communications 643

Part Five Special Situations

31 Emerging Markets 667

32 Valuing High-Growth Companies 691

33 Cyclical Companies 705

34 Banks 713

35 Flexibility 741

Appendix A Discounted Economic Profit Equals Discounted Free Cash Flow 775

Appendix B Derivation of Free Cash Flow, Weighted Average Cost of Capital, and Adjusted Present Value 781

Appendix C Levering and Unlevering the Cost of Equity 787

Appendix D Leverage and the Price-to-Earnings Multiple 795

Appendix E Other Capital Structure Issues 799

Appendix F Technical Issues in Estimating the Market Risk Premium 805

Index 809

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