xi Preface The first edition of this book appeared in 1990, and we are encouraged that it continues to attract readers around the world. We believe the book appeals to readers everywhere because the approach it advocates is grounded in uni- versal economic principles. While we continue to improve, update, and ex- pand the text as our experience grows and as business and finance continue to evolve, those universal principles do not change. The 30 years since that first edition have been a remarkable period in busi- ness history, and managers and investors continue to face opportunities and challenges emerging from it. The events of the economic crisis that began in 2007, as well as the Internet boom and its fallout almost a decade earlier, have strengthened our conviction that the core principles of value creation are gen- eral economic rules that continue to apply in all market circumstances. Thus, the extraordinarily high anticipated profits represented by stock prices during the Internet bubble never materialized, because there was no “new economy.” Similarly, the extraordinarily high profits seen in the financial sector for the two years preceding the start of the 2007–2009 financial crisis were overstated, as subsequent losses demonstrated. The laws of competition should have alerted investors that those extraordinary profits couldn’t last and might not be real. Over time, we have also seen confirmed that for some companies, some of the time, the stock market may not be a reliable indicator of value. Knowing that value signals from the stock market may occasionally be unreliable makes us even more certain that managers need at all times to understand the under- lying, intrinsic value of their company and how it can create more value. In our view, clear thinking about valuation and skill in using valuation to guide business decisions are prerequisites for company success. Today, calls mount for changes in the nature of shareholder capitalism. As we explain in Chapter 1, we believe this criticism derives largely from xii  Preface a misguided focus by corporate leaders on short-term performance that is ­inconsistent with the value-creation principles we describe in this book. ­Creating value for shareholders does not mean pumping up today’s share price. It means creating value for the collective of current and future share- holders by applying the techniques explained in this book. Why This Book Not all CEOs, business managers, and financial managers possess a deep understanding of value, although they need to understand it fully if they are to do their jobs well and fulfill their responsibilities. This book offers them the necessary understanding, and its practical intent reflects its origin as a handbook for McKinsey consultants. We publish it for the benefit of current and future managers who want their companies to create value, and also for their investors. It aims to demystify the field of valuation and to clarify the linkages between strategy and finance. So while it draws on leading-edge academic thinking, it is primarily a how-to book and one we hope you will use again and again. This is no coffee-table tome: if we have done our job well, it will soon be full of underlining, margin notations, and highlighting. The book’s messages are simple: Companies thrive when they create real economic value for their shareholders. Companies create value by investing capital at rates of return that exceed their cost of capital. These two truths apply across time and geography. The book explains why these core prin- ciples of value creation are genuine and how companies can increase value by ­applying them. The technical chapters of the book aim to explain, step-by-step, how to do valuation well. We spell out valuation frameworks that we use in our consult- ing work, and we illustrate them with detailed case studies that highlight the practical judgments involved in developing and using valuations. Just as important, the management chapters discuss how to use valuation to make good decisions about courses of action for a company. Specifically, they will help business managers understand how to: • Decide among alternative business strategies by estimating the value of each strategic choice. • Develop a corporate portfolio strategy, based on understanding which business units a corporate parent is best positioned to own and which might perform better under someone else’s ownership. • Assess major transactions, including acquisitions, divestitures, and restructurings.