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    ValuationOct 24, 20081

    Valuation

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    ValuationOct 24, 20082

    Contents

    Introduction Where Value Comes From

    Discounting Basics

    Overview of Alternative Valuation Methods

    Valuation Using Multiples

    Valuation Using Projected Earnings

    Case Studies

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    ValuationOct 24, 20083

    Valuation, Decision Making and Risk

    Every major decision a company makes is in one way or anotherderived from how much the outcome of the decision is worth. Itis widely recognized that valuation is the single financialanalytical skill that managers must master.

    Valuation analysis involves assessing

    Future cash flow levels, (cash flow is reality) and

    Risks in valuing assets, debt and equity

    Measurement value forecasting and risk assessment -- is a

    very complex and difficult problem. Intrinsic value is an estimate and not observable

    Reference: Chapter 6

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    ValuationOct 24, 20084

    Valuation Overview

    Valuation is a huge topic. Some Key issues in valuation analysis.

    Cost of Capital in DCF or Discounted Earnings

    Selection of Market Multiple and Adjustment

    Growth Rates in Earnings and Cash Flow ProjectionsTerminal Value Method and Calculation

    Use several vantage points

    Do not assume false precision

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    ValuationOct 24, 20085

    Tools for Valuation

    Financial Models:

    Valuation model with project earnings or cash flows

    Statistical Data:

    Industry Comparative Data to establish Multiples and Cost ofCapital

    Industry, company knowledge and judgment

    Knowledge about risks and economic outlook to assess risksand value drivers in the forecasts

    Valuation should not be intimidating

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    ValuationOct 24, 20086

    Valuation Basics

    A Companys value depends on:

    Return on Invested Capital

    Weighted Average Cost of Capital

    Ability to Grow

    All of the other ratios gross margins, effective tax rates,inventory turnover etc. are just details.

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    ValuationOct 24, 20087

    Analytical framework for Valuation Combine Forecasts

    of Economic Performance with Cost of Capital

    In financial terms, valuecomes from ROIC andgrowth versus cost of capital

    Competitive positionsuch as pricing powerand cost structureaffects ROIC

    P/E ratioand othervaluationcome fromROIC andGrowth

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    Value Comes from Two Things

    What you think future cash flows will be

    How risky are those cash flows

    We will deal with how to measure future cash flows and how to deal withquantifying the risk of those cash flows

    Value comes from the ability to earn higher returns than the opportunity costof capital

    One of the few things we know is that there is a tradeoff between risk andreturn.

    Reference: Folder on YieldSpreads

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    ValuationOct 24, 20089

    Valuation and Cash Flow

    Ultimately, value comes from cash flow in any model:

    DCF directly measure cash flow from explicit cash flow andcash flow from selling after the explicit period

    Multiples The size of a multiple ultimately depends on cash

    flow in formulas

    FCF/(k-g) = Multiple

    They still have implicit cost of capital and growth thatmust be understood

    Replacement Cost cash from selling assets

    Growth rate in cash flow is a key issue in any of the modelsInvestors cannot buy a house with earnings oruse earnings for consumption or investment

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    ValuationOct 24, 200810

    Valuation Diagram

    Valuation using discounted cash flows requires forecasted cashflows, application of a discount rate and measurement ofcontinuing value (also referred to as horizon value or terminalvalue)

    Cash Flow Cash Flow Cash Flow Cash Flow Continuing Value

    Discount Rate is WACC

    Enterprise Value

    Net Debt

    Equity Value

    Reference: PrivateValuation; ValuationMistakes

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    ValuationOct 24, 200811

    Value Comes from Economic Profit and Growth

    Capital Junkies Power House

    Capital Killers Cash Cows

    Growth +

    Growth -

    ROIC/WACC +-

    Economic profit is

    the differencebetween profit andopportunity cost

    Once you have agood thing, youshould grow

    This implies thatthere are three

    variables return,growth and cost ofcapital that arecentral to valuationanalysis

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    ValuationOct 24, 200812

    The Value Matrix - Stock Categorisation

    Perennial under achiever or future prospects

    Stretched balance sheet

    Restructuring

    May look expensive

    Power House

    High industry growth

    Franchise value

    Pricing power Clear Investment strategy

    How sustainable?

    Capital Killers

    Look cheap but for good reason

    Cyclical or permanent

    Industry or company specific factors

    Cash Cows

    Low industry growth

    Cash generative and rich

    Risk/opportunity of diversification

    Low rating with strong yield support

    Growth +

    Growth -

    ROIC/WACC +-

    Throwing good money afterbad

    Try to get out of thebusiness

    What is the economicreason for gettinghere and how longcan the performancebe maintained

    Give the moneyto investors

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    ValuationOct 24, 200813

    ROIC Issues

    Issues with ROIC include

    Will the ROIC move to WACC because of competitive pressures

    Evidence suggests that ROIC can be sustained for long periods

    Consider the underlying economic characteristics of the firm and the industry

    What is the expected change in ROIC

    When ROIC moves to sustainable level, then can move to terminal valuecalculation

    Examine the ROIC in models to determine if detailed assumptions areleading to implausible results

    Migration table

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    Growth Issues

    Growth issues include

    Growth is difficult to sustain

    Law of large numbersmeans that it is more difficultto maintain growth after a

    company becomes large

    Investment analystsoverestimate growth

    Examine sustainable growthformulas from dividend

    payout and fromdepreciation rates

    IBES Growth and Actual Growth from Chan Article

    2.0

    6.5 6.5

    8.0

    9.5

    6.0

    10.2

    12.3

    15.1

    22.4

    0

    5

    10

    15

    20

    25

    Lowest Second Lowest Median Second Highest Highest

    Growth Rate Category

    AcutalGrowthover5YearsandI/B/E/SMedian

    Growth

    Actual Growth in Income

    I/B/E/S Growth

    Optimism in the lowest growth

    category is still present.

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    Sustaining Growth and ROIC > WACC

    Mean Reversion of Long-term Growth

    Competition tends to compress margins and growthopportunities, and sub-par performance spurs correctiveactions.

    With the passage of time, a firms performance tends to

    converge to the industry norm.

    Consideration should be given to whether the industry is in agrowth stage that will taper down with the passage of time orwhether its growth is likely to persist into the future.

    Competition exerts downward pressure on product prices and

    product innovations and changes in tastes tend to erodecompetitive advantage. The typical firm will see the returnspread (ROIC-WACC) shrink over time.

    A study by Chan, Karceski,and Lakonishok titled, TheLevel and Persistence ofGrowth Rates, published

    in 2003. According to thisstudy, analyst growthforecasts are overlyoptimistic and add littlepredictive power.

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    Alternative Valuation Methods

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    Alternative Valuation Models

    There are many valuation techniques for assets and investments including:

    Income Approach

    Discounted Cash Flow

    Venture Capital method

    Risk Neutral Valuation

    Sales Approach

    Multiples (financial ratios) from Comparable Public Companies of from Transactions or fromTheoretical Analysis

    Liquidation Value

    Cost Approach

    Replacement Cost (New) and Reproduction Cost of similar assets

    Other

    Break-up Value

    Options Pricing

    The different techniques should give consistent valuation answersSee the appraisalfolder in thefinancial library

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    Example of Comparing Valuation under Alternative

    Methods

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    Risk Neutral Valuation

    Theory If one can establish value with one financial strategy, the valueshould be the same as the value with alternative approaches

    In risk neutral valuation, an arbitrage strategy allows one to use the riskfree rate in valuing hedged cash flows.

    Forward markets are used to create arbitrage

    Risk neutral valuation does not work with risks that cannot be hedged

    Use risk free rate on hedged cash flow

    Example

    Valuation of Oil Production Company

    Costs Known

    No Future Capital Expenditures

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    Practical Implications of Risk Neutral Valuation

    Use market data whenever possible, even if you will not actuallyhedge

    Use lower discount rates when applying forward market data inmodels

    Valuation with highdiscount rates

    AndUncertain cash

    flows

    Valuation withForward

    Markets andLow Discount

    Rates

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    ValuationOct 24, 200822

    Venture Capital Method

    Two Cash Flows

    Investment (Negative)

    IPO Terminal Value (Positive)

    Terminal Value = Value at IPO x Share of Company Owned

    Valuation of Terminal Value

    Discount Rates of 50% to 75%

    Risky cash flows

    Other services

    See the article on privatevaluation

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    ValuationOct 24, 200823

    Valuation Diagram Venture Capital

    Valuation in venture capital focuses on the value when you willget out, the discount rates and how much of the company you willown when you exit.

    Cash Flow Cash Flow Cash Flow Cash Flow Continuing Value

    Discount Rates

    Enterprise Value

    Net Debt

    Equity Value

    Evaluate how much of theequity value that you own

    In the extreme, if youhave given away halfof your companyaway, and the cash

    flow is the samebefore and after yourgive away, then theamount you wouldpay for the sharemust account for howmuch you will giveaway.

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    Venture Capital Method

    Determine a time period when the company will receive positive cash flow andearnings.

    e.g. projection of earnings in year 7 is 20 million.

    At the positive cash flow period, apply a multiple to determine the value of thecompany.

    e.g. P/E ratio of 15 terminal value is 20 x 15

    Use high discount rate to account for optimistic projections, strategic advice andhigh risk;

    e.g. 50% discount rate [20 x 15]/[1+50%]^7 = 17.5 million

    Establish percentage of ownership you will have in the future value through dividinginvestment by total value

    e.g. 5 million investment / 17.5 million = 28.5%

    You make an investment and receive shares (your current percent). You know theinvestment and must establish the number of shares

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    Replacement Cost

    First a couple of points regarding replacement cost theory

    In theory, one can replace the assets of a company withoutinvesting in the company. If you are valuing a company, youmay think about creating the company yourself.

    If you replaced a company and really measured thereplacement cost, the value of the company may be morethan replacement cost because the company manages theassets better than you could.

    By replacing the assets and entering the business, you

    would receive cash flows. You can reconcile the replacementcost with the discounted cash flow approach

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    Measuring Replacement Cost

    Replacement cost includes:

    Value of hard assets

    Value of patents and other intangibles

    Cost of recruiting and training management

    Analysis

    Begin with balance sheet categories, account for the age of the plant

    Add: cost of hiring and training management

    If the company is generating more cash flow than that would be producedfrom replacement cost, the management may be more productive thanothers in managing costs or be able to realize higher prices through

    differentiation of products. The ratio of market value to replacement cost is a theoretical ratio that

    measures the value of management contribution

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    Replacement Value and Tobins Q

    Recall Tobins Q as:

    Q = Enterprise Value / Replacement Cost

    Buy assets and talent etc and should receive the ROIC. Earnindustry average ROIC.

    If the ROIC > industry average, then Q > 1.

    If the ROIC < industry average, then Q < 1

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    Real Options and Problems with DCF

    The DCF model has many conceptual flaws, the most significantof which is assuming that cash flows are normally distributedaround the mean or base case level.

    For many investments, the cash flows are skewed:

    When an asset is to be retired, there is more upside than

    downside because the asset will continue to operate whentimes are good, but it will be scrapped when times are bad.

    An investment decision often involves the possibility toexpand in the future. When the expansion decision is made,it will only occur when the economics are good.

    During the period of constructing an asset, it is possible tocancel the construction expenditures and limit the downside ifit becomes clear that the project will not be economic.

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    Real Options and DCF Problems - Continued

    Problems with DCF because of flexibility in managing assets:

    In operating an asset, the asset can be shut down when it is noteconomic and re-started when it becomes economic. This allows theasset to retain the upside but not incur negative cash flows.

    When developing a project, there is a possibility to abandon the

    project that can limit the downside as more becomes known aboutthe economics of the project.

    In deciding when to construct an investment, one can delay theinvestment until it becomes clear that the decision is economic. Thisagain limits the downside cash flows.

    In each of these cases, management flexibility provides protection in thedownside which means that DCF model produces biased results.

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    Fundamental Valuation

    What was behind the bull market of 1980-1999

    EPS rose from 15 to 56

    Nominal growth of 6.9% -- about the growth in the real economy (thereal GDP)

    Keeping P/E constant would have large share price increaseLong-term interest rates fell lower cost of capital increases the P/E

    ratio

    Real Market

    Value by ROIC versus growth

    Select strategies that lead to economic profit

    Market value from expected performance

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    Three Primary Methods Discussed in Remainder of

    Slides

    Market Multiples

    Discounted Free Cash Flow

    Discounted Earnings and Dividends

    Warning: No method is perfect or completely precise

    Use industry expertise and judgement in assessing discount ratesand multiples

    Different valuation methods should yield similar results

    Bangor Hydro Case

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    Discounting Basics

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    Bt = It +1 + It +2 + It +3 + ... + It +n + F

    (1+r)1 (1+r)2 (1+r)3 (1+r)n (1+r)n

    Debt (Bond) Valuation

    Bt is the value of the bond at time t

    Discounting in the NPV formula assumes END of period

    It +n is the interest payment in period t+n

    F is the principal payment (usually the debts face value)

    r is the interest rate (yield to maturity)

    Case exercise to illustrate theeffect of discounting (creditspread) on the value of abond

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    Risk Free Discounting

    If the world would involve discounting cash flows at the risk free rate,life would be easy and boring

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    Vt = E(Dt +1) + E(Dt +2) + E(Dt +3) + ... + E(Dt +n) + ...

    (1+k)1 (1+k)2 (1+k)3 (1+k)n

    Equity Dividend Discount Valuation and Gordons

    Model

    Vt is the value of an equity security at time t

    Dt +n is the dividend in period t+n

    k is the equity cost of capital difficult to find (CAPM)

    E() refers to expecteddividends

    If dividends had no growth the value is D/k

    If dividends have constant growth the value is D/(k-g)

    Terminal Value is logically a multiple of book value per share

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    Example of Capitalization Rates

    Proof of capitalization rates using excel and growing cash flows

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    Vt = E(FCFt +1) + E(FCFt +2) + E(FCFt +3) + ... + E(FCFt +n) + ...

    (1+k)1 (1+k)2 (1+k)3 (1+k)n

    FCFt+n is the free cash flow in the period t + n [oftendefined as cash flow from operations less capital

    expenditures]

    k is the weighted average or un-leveraged cost of capital

    E() refers to an expectation

    Alternative Terminal Value Methods

    Equity Valuation - Free Cash Flow Model

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    Practical Discounting Issues in Excel

    NPV formula assumes end of period cash flow

    Growth rate is ROE x Retention rate

    If you are selling the stock at the end of the last period and doinga long-term analysis, you must use the next period EBITDA or the

    next period cash flow.

    If there is growth in a model, you should use the add one year ofgrowth to the last period in making the calculation

    To use mid-year of specific discounting use the IRR orXIRRorsumproduct

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    Valuation and Sustainable Growth

    Value depends on the growth in cash flow. Growth can beestimated using alternative formulas:

    Growth in EPS = ROE x (1 Dividend Payout Ratio)

    Growth in Investment = ROIC x (1-Reinvestment Rate)

    Growth = (1+growth in units) x (1+inflation) 1

    When evaluating NOPLAT rather than earnings, a similarconcept can be used for sustainable growth.

    Growth = (Capital Expenditures/Depreciation 1) xDepreciation Rate

    Unrealistic to assume growth in units above the growth in theeconomy on an ongoing basis.

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    ValuationOct 24, 200841

    Valuation Using Multiples

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    Advantages and Disadvantages of Multiples

    Advantages

    Objective does not requirediscount rate of terminal value

    Simple does not requireelaborate forecast

    Flexible can use alternativemultiples and make adjustmentsto the multiples

    Theoretically correct consistentwith DCF method if there arestable cash flows and constant

    growth.

    Disadvantages

    Implicit Assumptions: Multiples comefrom growth, discount rates andreturns. Valuation depends on theseassumptions.

    Too simple: Does not account for

    prospective changes in cash flow

    Accounting Based: Depends onaccounting adjustments in EBITDA,earnings

    Timing Problems: Changing

    expectations affect multiples andusing multiples from different timeperiods can cause problems.There are reasons similar companies in an

    industry should have different multiples because ofROIC and growth this must be understood

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    Multiples - Summary

    Useful sanity check for valuation from other methods

    Use multiples to avoid subjective forecasts

    Among other things, well done multiple that accounts for

    Accounting differences

    Inflation effects

    Cyclicality

    Use appropriate comparable samples

    Use forward P/E rather than trailing

    Comprehensive analysis of multiples is similar to forecast

    Use forecasts to explain why multiples are different for a specific company

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    Mechanics of Multiples

    Find market multiple from comparable companies Rarely are there truly comparable companies

    Understand economics that drive multiples (growth rate, cost ofcapital and return)

    P/E Ratio (forward versus trailing)

    Value/Share = P/E x Projected EPS

    P/E trailing and forward multiples

    Market to Book

    Value/Share = Market to Book Ratio x Book Value/Share

    EV/EBITDA

    Value/Share = (EV/EBITDA x EBITDA Debt) divided by shares

    P/E and M/B use equity cash flow; EV/EBITDA uses free cash flow

    In the long-term P/E ratios tend to revert toa mean of 15.0

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    Valuation from Multiples

    Financial Multiples

    P/E Ratio

    EV/EBITDA

    Price/Book

    Industry Specific

    Value/Oil Reserve

    Value/Subscriber

    Value/Square Foot

    Issues

    Where to find the multiple data public companies

    What income or cash flow base to use

    15-20% Discount for lack of marketability

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    Which Multiple to Use

    Valuation from multiples uses information from other companies

    It is relevant when the company is already in a steady state situation and there is noreason to expect that you can improve estimates of EBITDA or Earnings

    One of the challenges is to understand which multiple works in which situation:

    Consumer products

    EV/EBITDA may be best Intangible assets make book value inappropriate Different leverage makes P/E difficult

    Banks/Insurance

    Market/Book may be best

    Not many intangible assets, so book value is meaningful Book value is the value of loans which is adjusted with loan loss provisions

    Cost of capital and financing is very important because of the cost ofdeposits

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    Multiples in M&A

    Public company comparison

    Precedent Transactions

    Issues

    Where to find the data

    Finding comparable companies

    Timing (changes in multiples with market moves)

    What data to apply data to (e.g. next years earnings)

    What do ratios really mean (e.g. P/E Ratio)

    Adjustments for liquidity and control premium

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    Example of Valuation with Multiples Comparison of

    Different Transactions

    Demonstrates that themultiple in the merger isconsistent with othertransactions

    Note how multiples cover thecycle in a commoditybusiness

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    Multiples in Pennzoil Merger Comparison of Merger

    Consideration to Trading Multiples

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    Comparable companies analysis data in Banking Merger

    Statistics on Comparable Companies Citizens Trust Bank

    Multiple of Market Value Per Share Implied Per Share Equity Value

    LTM High Low Mean Median ActualValues 3,000,000 High Low Mean Median

    Total Assets 0.359x 0.093x 0.162x 0.152x $337,932,000 112.64 40.44 10.48 18.25 17.12

    Tangible Book Value* 2.490x 1.155x 1.688x 1.719x $35,545,737 11.85 25.28 13.25 18.05 18.33

    LTM EPS 85.000x 10.131x 17.181x 13.085x $3,545,737 1.182 100.46 11.97 20.31 15.47

    2002 Est EPS 28.333x 9.350x 13.037x 12.195x $5,172,415 1.724 48.85 16.12 22.48 21.03

    2003 Est EPS 14.856x 8.611x 11.288x 11.255x $5,883,841 1.961 29.14 16.89 22.14 22.07

    *Normalized book value, assuming 8 percent equity as 'normal.'

    Source: SNL Securities, 2002 (Pricing as of 3/25/2002).

    Summary of 21 comparable banking companies with similar assets, capital and profitability

    characteristics.

    Note the ratios used to value banks are equitybased the Market value to Book Value andthe P/E ratio related to various earningsmeasures

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    Example of Computation of Multiples from Comparative

    Data

    JPMorgan also calculated an implied range of terminal values for Exelonat the end of 2009 by applying a range of multiples of 8.0x to 9.0x toExelon's 2009 EBITDA assumption.

    Note that themedian ispresented beforethe mean

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    ValuationOct 24, 200852

    Comparison with all Acquisitions Since 2001

    All US Banking Acquisitions with a total deal value over $200m

    SOV-Waypoint Deals in 2004 Deals since 2003 Deals since 2002 Deals since 2001

    # of Deals 1 7 16 20 28

    Median 238.5 256.1 238.7 238.7

    Mean 241.0 249.6 240.8 244.6

    Median 304.7 299.2 290.4 299.2

    Mean 319.3 309.6 301.4 307.3

    Median 20.7 20.4 20.3 20.3Mean 20.9 20.3 19.9 20.2

    Median 29.9 30.4 30.1 30.2

    Mean 31.4 32.8 32.1 31.4

    238.5

    251.8

    22.0

    32.1

    Price/Book

    Price/Tangible Book

    Price/LTM Earnings

    Price/Deposits

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    Adjustments to Multiples

    ProcessFind multiples from similar public companies

    Adjust multiples for

    Liquidity

    Size

    Control premium

    Developing country discount

    Apply adjusted multiples to book value, earnings, and EBITDA

    There is often more money in dispute in determining the discounts andpremiums in a business valuation than in arriving at the pre-discount

    valuation itself. Discounts and premiums affect not only the value of thecompany, but also play a crucial role in determining the risk involved,control issues, marketability, contingent liability, and a host of otherfactors.

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    If the entity were closely held with no (or little) active market for theshares or interest in the company, then a non-marketability discountwould be subtracted from the value.

    Non-marketabiliy Discounts ranges from 10% to 30%

    represents the reduction in value from a marketable interest levelof value to compensate an investor for illiquidity of the security, all

    else equal. The size of the discount varies base on:

    relative liquidity (such as the size of the shareholder base);

    the dividend yield, expected growth in value and holding period;

    and firm specific issues such as imminent or pending initial public

    offering (IPO) of stock to be freely traded on a public market.

    Adjustments to Multiples Marketability and Liquidity

    Discount

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    Controlling interest valuethe value of the enterprise as a whole assuming that thestock is freely traded in a public market and includes acontrol premium.

    Control premiumreflects the risks and rewards of a majority or

    controlling interest. A controlling interest is assumed to have control power over

    the minority interests.

    Minority interest valuerepresents the value of a minority interest as if freelytradable in a public market.

    Minority interest discountrepresents the reduction in value from an absence ofcontrol of the enterprise.

    Adjustments to Multiples Controlling Interest Premium

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    P/E Analysis Use of P/E Ratio in Valuation

    J.P. Morgan performed an analysis comparing Exxon's price to earningsmultiples with Mobil's price to earnings multiples for the past five years.

    The source for these price to earnings multiples was the one and two yearprospective price to earnings multiple estimates by I/B/E/S InternationalInc. and First Call, organizations which compile brokers' earningsestimates on public companies. Such analysis indicated that Mobil hasbeen trading in the recent past at an 8% to 15% discount to Exxon.

    J.P. Morgan's analysis indicated that if Mobil were to be valued atprice to earnings multiples comparable to those of Exxon, therewould be an enhancement of value to its shareholders ofapproximately $11 billion.

    Finally, this analysis suggested that the combined company might enjoyan overall increase in its price to earnings multiple due to the potential forimproved capital productivity and the expected strategic benefits of the

    merger. According to J.P. Morgan's analysis, a price to earnings multipleincrease of 1 for Exxon Mobil would result in an enhancement of value toshareholders of approximately $10 billion.

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    Company Profile in website

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    Price Earnings Ratio

    The price earnings ratio is obviously very important in stockevaluation. Therefore, I describe some background related to theratio and some theory with regards to the P/E ratio. Subjectsrelated to the P/E ratio include:

    Dividend growth Model

    Theory of price earnings ratio and growth

    P/E ratio and the EV/EBITDA ratio

    The PE ratio depends more on accounting

    The PE is affected by leverage

    The EV/EBITDA ignores depreciation and capital expenditure

    Case exercise on P/E and EV/EBITDA

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    P/E Ratio versus EV/EBITDA

    Use the EV/EBITDA when the funding does not make much difference invaluation

    Many companies in an industry with different levels of gearing andcompanies do not attempt to maximize leverage

    Very high levels of gearing and wildly fluctuating earnings

    When the earnings are affected by accounting policy and accountadjustments

    Use the P/E ratio when cost of funding clearly affects valuation and/orwhen the level of gearing is stable and similar for different companies

    Debt capacity can provide essential information on valuation

    EBITDA does not account for taxes, capital expenditures to replaceexisting assets, depreciation and other accounting factors that canaffect value.

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    P/E Ratio

    If you use the P/E ratio for valuation, the ratio implies that onlythis year or last years earnings matter

    Cash matters to investors in the end, not earnings (differentlifetime of earnings)

    When earnings reflect cash flow, P/E is reasonable for valuation

    High P/E causes treadmill and does not necessary imply thatcompanies are performing well

    Earnings can be managed and manipulated

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    P/E Ratio, Growth and Reconciliation to Cash Flow

    P/E = (1-g/r)/(k-g) g -- long term growth rate in earnings and cash flow

    r -- rate of return earned on new investment

    k -- discount rate

    (k-g) = (1-g/r)/(P/E)

    k = (1-g/r)/(P/E) + g

    Example: if r = k than the formula boils down to 1/(k)

    If the g = 0, the formula is P/E = 1/k

    P = E/(k-g) x (1-g/r)

    If, for some reason, g = r, then the Gordon model could be appliedto compute k.

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    ValuationOct 24, 200864

    Microsoft P/E , ROE Etc

    Microsofts P/E has fallen even though EPS has Grown. The PEis explained by ROE falling and growth falling as implied in the PEformula.

    Microsoft EPS and ROE

    0

    0.2

    0.4

    0.6

    0.8

    1

    1.2

    1.4

    1991

    1992

    1993

    1994

    1995

    1996

    1997

    1998

    1999

    2000

    2001

    2002

    2003

    2004

    2005

    EPS

    0%

    5%

    10%

    15%

    20%

    25%

    30%

    35%

    40%

    45%

    ROE

    Microsoft P/E and Growth

    0

    10

    20

    30

    40

    50

    60

    1991199219931994 19951996 199719981999 2000200120022003

    P/ERatio

    0.00%

    10.00%

    20.00%

    30.00%

    40.00%

    50.00%

    60.00%

    GrowthRate

    PE Ratio

    Past 3 Year Growth

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    ValuationOct 24, 200865

    Illustration of Drivers with Trucking Companies

    What should drive the differencein P/E Ratios. Could this analysisbe applied to a private company

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    PE Ratio Formula when k = r There is no economic

    profit on new investments

    P/E = (1-g/r)/(k-g)If k = r

    P/E = (1-g/k)/(k-g)

    P/E = (k/k-g/k)/(k-g)

    P/E = ((k-g)/k)/(k-g)

    P/E = 1/k

    PEG Ratio P/E divided by g

    If the g and the r were the same, the ratio would be abenchmark

    Should consider the r and the k

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    ValuationOct 24, 200867

    Use of P/E Ratio Formula to Compute the Required

    Return on Equity Capital

    It will become apparent later that one cannot get away from estimating thecost of equity capital and the CAPM technique is inadequate from a theoreticaland a practical standpoint.

    The following example illustrates how the formula can be used in practice:

    k = (1-g/r)/(P/E) + g

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    ValuationOct 24, 200868

    P/E Notes

    High ROE does not mean high PE Hence the existence of highROE stocks with low PEs

    Growth and value are not always positively correlated

    Growth from improvement will always be value enhancingwhereas growth from reinvestment depends upon the returnagainst the benchmark return

    Reinvestment should also include Cash hoarding

    PB is better at differentiating ROE differences than PE

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    Relationship Between Multiples

    The P/E, EV/EBITDA and Cash Flow Multiples should beconsistent and you should understand why one multiple gives youa different answer than another multiple.

    Each of the multiples is affected by

    The discount rate the risk of the cash flow

    The ability of the company to earn more than its cost ofcapital

    The growth rate in cash flow or earnings

    Differences in the ratios are a function of

    Leverage, Depreciation Rates, Taxes, Capital Expendituresrelative to cash flow

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    ValuationOct 24, 200871

    Relationship Between Multiples - Illustration

    Assume

    Value = NOPLAT x (1-g/ROIC)/(WACC g)

    This is the EVA Formula

    Assume

    No Taxes

    No Leverage

    No Depreciation

    No Growth Rate

    ROIC = 10%

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    Comparative Multiples

    With the simple assumptions, each of the multiples is the same as shownbelow

    Exercise: Data table with alternativeparameters to investigate P/E andEV/EBITA

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    Comparative Multiples

    Once taxes, leverage anddepreciation are added, themultiples diverge as shown onthe table below:

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    Problems in Applying Multiples

    If you assume that the company has been growing at a high rateand apply the P/E ratio will be overstated in valuation.

    When comparing companies, the operating leverage and financialrisks should be similar and there should be an understanding ofwhy P/E ratios are different.

    In applying multiples for comparable transactions, if synergyvalues are added, there is double counting

    If industry has cycles, must be careful in application

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    ValuationOct 24, 200875

    Market and sector PE ratios The danger of averages

    This chart illustrates issues associate with computing averages. Inpractice, the number of comparable firms is small and choosing themedian is advisable.

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    Valuation From Discounted Free Cash Flow

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    Advantages and Disadvantages of DCF

    Advantages

    Theoretically Valid value comesfrom free cash flow and assessingrisk of the free cash flow.

    Operating and Financial Values

    explicitly separates value fromoperating the company with valueof financial obligations and valuefrom cash

    Sensitivity forces anunderstanding of key drivers and

    allows sensitivity and scenarioanalysis

    Disadvantages

    Assumptions: Requires WACCassumptions and residual valueassumptions. There are majorproblems with WACC estimation.

    Forecasting Problems: Complexforecasting models can easily bemanipulated

    Growth: The residual value dependson growth rates which can easilydistort value

    Real Options: Discussed above

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    Discounted Flow

    Use the discounted cash flow when you know something moreabout the company that can be obtained with a forecast

    Any cash flow forecast involves:

    Value =

    Cash flow during explicit forecast period +

    Present of cash flow after explicit forecast period

    The second item generally involves some kind of growthprojection.

    Value of Equity = Value of Enterprise Value of Net Debt

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    Step by Step Valuation with Free Cash Flow

    Step by Step valuation using free cash flow:Step 1: Compute projected free cash flow over the explicit forecast

    period and discount the free cash flow at the WACC

    Step 2: Make adjustments to free cash flow in the last forecast year

    Step 3: Add terminal value to cash flow to establish enterprise value

    Step 4: Make other balance sheet adjustments for balance sheetliabilities and assets that are not in cash flow but affect value

    Step 5: Subtract current value of debt net of surplus cash toestablish the total equity value.

    Step 6: Divided the equity value by the current outstanding shares toestablish value per share

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    ValuationOct 24, 200881

    Assets and Liabilities that Escape DCF Valuation

    Any asset or liability that has no cash flow consequences

    Carefully Analyze the Balance Sheet::

    Assets Add to Enterprise Value

    Un-utilized Land

    Un-utilized Equipment

    Legal Claims

    Liabilities Subtract From Enterprise Value

    Environmental

    Contract Provisions

    Unrecorded unfunded Liabilities

    Net Pension Liabilities not Funded

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    Unfunded Pension Liabilities

    Defined benefit versus defined contributionNo issue with defined contribution since contribution covers future

    obligations and there is no future obligation that is not covered

    Defined benefit can lead to requirements to fund that are notincluded in investment reserves

    Difference is unfunded liability or assetUnfunded liability is like debt it will be a future fixed obligation like

    future debt service

    Note that this assumes the current level of free cash flow does notalready consider the fixed obligation

    If a company runs a defined-benefit pension plan for its employees, itmust fund the plan each year. If the company funds its plan faster thenexpenses dictate, the company can recognise a portion of the excessassets on the balance sheet.

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    Double Counting of Assets and Obligations

    Work through simple examples to make sure that the cash flowand the adjustments to valuation are consistent.

    Work through simple examples

    Examples minority interest

    Income from minorities is included in free cash flow, then thefinancing of minorities must be included in invested capital

    If diluted shares are deducted in earnings than do not alsoinclude the diluted shares when computing share value

    Deferred tax treatment depends on how future deferredtaxes are forecast

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    DCF Valuation Length of Forecast

    Short-run

    Forecast all financial statement items

    Gross-margin, selling expenses, Etc.

    Further out

    Individual line items more difficult

    Focus on key drivers

    Operating margin, tax rate, capital efficiency

    Continuing Value

    When ROIC and growth stabalise

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    ValuationOct 24, 200885

    $

    Explicit forecasts 8,924.43Terminal valuation 17,811.59Appraised Enterprise Value (AEV) 26,736.02

    Plus: Listed investments 3,416.00Plus: Other investments 4,356.00

    Plus: Cash 20,316.00Total Appraised Value 54,824.02

    Less: Bank & other debt 24,282.00Less: Minorities 78.00Equity value 30,464.02

    DCF Example to Compute Equity Value from Free Cash Flow

    Net Debt is Bank and Minority Interest minus Cash and Listed

    Investments

    Note how investments are addedand debt is deducted in arrivingat equity value

    Treatment of otherinvestments depend

    on definition of freecash flow. Here,income from otherinvestments must notbe in free cash flow

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    Continuing Value

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    C ti i V l t Add t F C h Fl

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    ValuationOct 24, 200888

    Terminal or continuing value is analogous to dividends and capital gains.Free cash flow is dividends, residual value is capital gain.

    A few methods of computing residual value include:

    Perpetuity

    EBITDA Multiple

    P/E Ratio

    Market to Book Ratio

    Replacement Cost

    NOPLAT Present value of residual amount to add to present value of cash flow to

    establish enterprise value

    Continuing Value to Add to Free Cash Flow

    First, high growth firms with high net capital

    expenditures are assumed to keep

    reinvesting at current rates, even as growth

    drops off. Not surprisingly, these firms arenot valued very highly in these models.

    Second, the net capital expenditures are

    reduced to zero in stable growth, even as

    the firm is assumed to grow at some rate

    forever. Here, the valuations tend to be too

    high.

    S t i bl G th d Pl b k R t

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    Sustainable Growth and Plowback Rate

    In the P/E ratio, the sustainable growth of earnings per share is:

    g = ROE x (1 dividend payout ratio)

    This depends on assumptions with respect to constantpayout and constant ROE. It also assumes that either thereare no new share issues, or if new share issues occur, themarket to book ratio is one.

    Growth in free cash flow:

    g = Dep Rate x [(Cap Exp/Dep) 1]

    Capital expenditures can be greater than depreciationbecause historic depreciation is low from historic accounting

    or because company has opportunities for growth.

    Di t d C h Fl E l

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    Discounted Cash Flow Example

    JPMorgan conducted a discounted cash flow analysis to determine a range ofestimated equity valuesper diluted share for Exelon common stock.

    JPMorgan calculated the present value of the Exelon cash flow streams from 2005through 2009, assuming it continued to operate as a stand-alone entity, based onfinancial projections for 2005 through 2007 and extensions of those projections from2008 through 2009 in each case provided by Exelon's management.

    JPMorgan also calculated an implied range of terminal values for Exelon at the end

    of 2009 by applying a range of multiples of 8.0x to 9.0xto Exelon's 2009 EBITDAassumption.

    The cash flow streams and the range of terminal values were then discounted topresent values using a range of discount rates from 5.25% to 5.75%, which wasbased on Exelon's estimated weighted average cost of capital, to determine adiscounted cash flow value range.

    The value of Exelon's common stock was derived from the discounted cash flow

    value range by subtracting Exelon's debt and adding Exelon's cash and cashequivalents outstanding as of December 31, 2004.

    E l f Di t d C h Fl A l i

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    Example of Discounted Cash Flow Analysis

    For the Exelon discounted cash flow analysis, Lehman Brotherscalculated terminal values by applying a range of terminal multiples toassumed 2009 EBITDA of 7.72x to 8.72x. This range was based on thefirm value to 2004 estimated EBITDA multiple range derived in thecomparable companies analysis. The cash flow streams and terminalvalues were discounted to present values using a range of discount ratesof 5.43% to 6.43%. From this analysis, Lehman Brothers calculated a

    range of implied equity values per share of Exelon common stock.

    PSE&G: For PSEG's regulated utility subsidiary, Morgan Stanleycalculated a range of terminal values at the end of the projection period byapplying a multiple to PSE&G's projected 2009 earnings and then addingback the projected debt and preferred stock amounts in 2009. The price toearnings multiple range used was 14.0x to 15.0x and the weighted

    average cost of capital was 5.5% to 6.0%.

    Di t d C h Fl A l i R l W ld E l

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    Discounted Cash Flow Analysis Real World Example

    Credit Suisse First Boston estimated the present value of the stand-alone,Unlevered, after-tax free cash flows that Texaco could produce overcalendar years 2001 through 2004 and that Chevron could produce overthe same period. The analysis was based on estimates of themanagements of Texaco and Chevron adjusted, as reviewed by ordiscussed with Texaco management, to reflect, among other things,differing assumptions about future oil and gas prices.

    Ranges of estimated terminal values were calculated by multiplying

    estimated calendar year 2004 earnings before interest, taxes,depreciation, amortization and exploration expense, commonly referred toas EBITDAX, by terminal EBITDAX multiples of 6.5x to 7.5x in the case ofboth Texaco and Chevron.

    The estimated un-levered after-tax free cash flows and estimated terminalvalues were then discounted to present value using discount rates of9.0 percent to 10.0 percent.

    That analysis indicated an implied exchange ratio reference range of0.56x to 0.80x.

    Problems with Use of Multiples in DCF

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    Problems with Use of Multiples in DCF

    Multiples can cause problemsSustainable growth once stable period has been reached isprobably less than the growth used in the explicit forecastperiod. This means that the multiple should be less as well.

    The multiples for evaluating a merger transaction mayinclude synergies and other current market items. The use ofsimilar multiples in terminal value is highly inappropriate.

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    Reasons for Multiplying by (1+g) in Perpetuity Method

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    Reasons for Multiplying by (1+g) in Perpetuity Method

    Assume

    Company is sold on last day in the cash flow periodValuation is determined from cash flow in the year after the residual period

    This cash flow is final year x (1+g)

    Discounting

    Since the value is brought back to final period, the discount factor should be thefinal year period

    Without growth, the value is the cash flow (cf x 1+g)) divided by the discountgrowth

    The discounting should also reflect the growth rate

    Formula

    1. Cash Flow for Valuation CF x (1+g)

    2. Value at Last Day of Forecast CF x (1+g)/(WACC g)

    3. PV of the Value -- discount rate must be at last day of forecast, not mid year

    Formulas for Continuing Value

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    Formulas for Continuing Value

    A common method for computing cash flow is using the final cash flow in thecorporate model and assuming the company is sold at the end of the

    Perpetuity Value at beginning of final year = FCF/WACC

    Perpetuity Adjusted for Growth = FCF(1+g)/(WACC - g)

    Perpetuity using investment returns =

    NOPLAT x (1-g/ROIC)/(WACC - g)

    Once the Perpetuity Value is established for in the last year, it must be discountedto the current value:

    Current Perpetuity Value = PV(Perpetuity Value that occurs at beginning offinal year)

    NPV in excel assumes flows occur at the end of the year. Adjustments can bemade to assume that flows occur in the middle of the year.

    In this case, the discounting of the residual is different from discounting of theindividual cash flows

    Practical Issues and Continuing Value

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    Practical Issues and Continuing Value

    Book Value when book value means something from an economicstandpoint

    Banks

    Utility Companies

    EV/EBITDA, P/E companies without lumpy investments

    Telcom

    Manufacturing

    Replacement Cost when replacement cost can be established

    Oil, Gas and Mining

    Airlines

    It seems foolish toassume that current

    multiples will remain

    constant as the

    industry matures and

    changes and that

    investors will continue

    to pay high multiples,even if the

    fundamentals do not

    justify them. If there

    is stable growth, the

    P/E multiple in the

    terminal value should

    be lower.

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    Example of Residual Value Analysis

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    Example of Residual Value Analysis

    Exercise on ROIC in Financial RatioFolder

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    Valuation from Projected EPS and Dividend perShare

    Valuation from Projected Earnings and Dividends

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    ValuationOct 24, 2008101

    Valuation from Projected Earnings and Dividends

    Earnings Valuation

    PV of EPS over forecast horizon discounted at the equity discountrate

    Add the present value of the perpetuity EPS value reflecting thegrowth rate

    Dividend Valuation PV of Dividend per share over the forecast horizon

    Add present value of book value per share rather than perpetuity ofearnings because book value grows when dividends are not paid

    Can multiply the book value per share by market to book multiple

    Price Earnings and Gordon Model

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    ValuationOct 24, 2008102

    Price Earnings and Gordon Model

    Gordon Dividend Discount Model.

    P = D1/(K G)

    P = the "correct" share price

    D = dividend payment for the next period (recall from discounting exercise that the nextperiod must be used)

    K = Required rate of return (based largely on market interest rates a adjusted for equity

    risk) G = anticipate rate of dividend growth

    The model can be used to compute the cost of capital where:

    R = D/P + G

    Problem: D is not EPS and G is affected by payout ratio

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    Use of Relationship between Multiples and Financial

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    ValuationOct 24, 2008105

    Use of Relationship between Multiples and Financial

    Ratios in Residual Value

    The financial model projects the return on equity and therelationship between ROE and the Market to book ratio can beused to make projections of multiples

    Market to Book Ratio versus Return on Equity

    y = 13.102x + 0.2595

    R2

    = 0.786

    -

    0.50

    1.00

    1.50

    2.00

    2.50

    3.00

    3.50

    4.00

    0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 16.0% 18.0% 20.0% 22.0%

    ROE

    MarkettoBook

    Return on equity associated

    with a market to book ratio of

    1.0

    Exelon

    Example of Business Segment Analysis in Corporate

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    ValuationOct 24, 2008106

    Example of Business Segment Analysis in Corporate

    Models

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    ValuationOct 24, 2008107

    Reference: Selected Valuation Issues

    Valuation Issues

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    ValuationOct 24, 2008108

    1. How do you choose between firm and equity valuation(DCF valuation versus Earnings Growth)

    Done right, firm and equity valuation should yield the samevalues for the equity with consistent assumptions. Choosing

    between firm (DCF) and equity valuation (PE x EPSforecasts) boils down to the pragmatic issue of ease.

    For banks, firm valuation does not work because smalldifferences in WACC can have dramatic effects on valuationwhile and if the market value of debt differs from the book

    value, firm value can cause distortions.

    Firm Valuation versus Equity Valuation Multiples

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    ValuationOct 24, 2008109

    q y p

    Depreciation Rate

    Return and Cost of Capital Enterprise Value - NOPLAT 100,000.00

    Required Equity Return 10% Enterprise Value - FCF 100,000.00

    Growth Rate 0%

    Return on Invested Capital 10% WACC 10.0%

    Leverage Return on Invested Capital 10.0%

    Leverage (Book Value) 0% Return on Equity 10.0%

    Interest Rate 8%

    Other P/E Ratio 10.00

    Deprecitation Rate 5% EV/EBITDA 6.7

    Cap Exp/Depreciation 100% Market to Book 1.00

    Investment 100,000 ROIC Multiple - [(1-(g/ROIC))/(WACC-g)] 10.00

    Tax Rate 0% FCF Multiple - 1/(WACC-g) 10.00

    ResultsAssumptions

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    Equity vs Firm Valuation Leverage, Depreciation and

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    ValuationOct 24, 2008111

    q y g , p

    Taxes

    Return and Cost of Capital Enterprise Value - NOPLAT 128,205.13

    Required Equity Return 10% Enterprise Value - FCF 143,589.74

    Growth Rate 0%

    Return on Invested Capital 10% WACC 7.8%

    Leverage Return on Invested Capital 10.0%

    Leverage (Book Value) 50% Return on Equity 14.4%

    Interest Rate 8%

    Other P/E Ratio 10.86

    Deprecitation Rate 5% EV/EBITDA 6.6

    Cap Exp/Depreciation 100% Market to Book 1.56

    Investment 100,000 ROIC Multiple - [(1-(g/ROIC))/(WACC-g)] 12.82

    Tax Rate 30% FCF Multiple - 1/(WACC-g) 12.82

    ResultsAssumptions

    Firm versus Equity Valuation

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    ValuationOct 24, 2008112

    From the perspective of convenience, it is often easier toestimate equity than the DCF, especially when leverage ischanging significantly over time (for example, in projectfinance and in leveraged buyouts where equity IRR is used).

    Equity value measures a real cash flow to owners, ratherthan an abstraction (free cash flows to the firm exist only onpaper). Free cash flow is affected to a large extent by capitalexpenditures which can cause problems.

    q y

    Measurement of Expected Growth Rate

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    While there are many who use historical (past) growth as ameasure of expected growth, or choose to trust analysts(with their projections), try using fundamentals.

    Think about the two factors that determine growth - thefirm's reinvestment policy and its rate of return.

    For expected growth in earnings = Retention Ratio * ROE,where Retention Ratio is 1 Dividend Payout

    For expected growth in EBIT = Reinvestment Rate * ROC,where reinvestment rate is Cap Exp/Depreciation

    p

    At 100% Payout Growth Equals ROE

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    Price to Earnings ComputationLong-Term Growth Rate 0.00% Total Value (Sum of Annual Value) 5.96

    Long-Term Return Return on Equity 15.0% Initial Earnings 1.03

    Equity Cost of Capital 15.0% PE Ratio - Value/Net Income 5.80

    P/E Formula: (1-g/r)/(k-g) 6.67 PEG: PE/Growth 0.39

    Year 1 2 3 4 5 6 7 8 9

    Return on Equity 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00%

    Dividend Payout 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

    Holding Period 10

    Switch for Terminal Period FALSE FALSE FALSE FALSE FALSE FALSE FALSE FALSE FALSE

    Switch for Cash Flow Period TRUE TRUE TRUE TRUE TRUE TRUE TRUE TRUE TRUE

    InvestmentBeginning Investment 6.85

    Beginning Equity (Last Period Ending) 6.85 7.88 9.06 10.42 11.98 13.78 15.84 18.22 20.95

    Add: Earnings (ROE x Beginning Equity) 1.03 1.18 1.36 1.56 1.80 2.07 2.38 2.73 3.14

    Less: Dividends (NI x Payout Ratio) - - - - - - - - -

    Ending Equity (Beg + Income - Payout) 7.88 9.06 10.42 11.98 13.78 15.84 18.22 20.95 24.10

    Cash Flow to Equity and ValuationCash flow from Dividends from Above - - - - - - - - -

    Terminal Multiple of Earnings from Above 6.67 6.67 6.67 6.67 6.67 6.67 6.67 6.67 6.67

    Terminal Cash Flow (Earnings x Mult x (1+g)) - - - - - - - - -

    Total Cash Flow (Terminal + Dividends) - - - - - - - - -

    Required Return on Equity 15.00% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0%

    Discount Factor [1/(required return + 1)^yr] 0.87 0.76 0.66 0.57 0.50 0.43 0.38 0.33 0.28

    Value of Cash Flow [CF x Discount Fac] x Switch - - - - - - - - -

    Per iod Future Earn Current Growth

    10 3.61 1.03 15.00%

    Growth over Forecast Horizon

    At 50% Payout Growth is of the ROE

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    Price to Earnings ComputationLong-Term Growth Rate 0.00% Total Value (Sum of Annual Value) 6.85

    Stable Growth Rate 7.5% Initial Earnings 1.03

    Equity Cost of Capital 15.0% PE Ratio - Value/Net Income 6.67

    P/E Formula: (1-g/r)/(k-g) 6.67 PEG: PE/Growth 0.89

    Year 1 2 3 4 5 6 7 8 9 10

    Return on Equity 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00%

    Dividend Payout 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00%

    Holding Period 10

    Switch for Terminal Period FALSE FALSE FALSE FALSE FALSE FALSE FALSE FALSE FALSE TRUESwitch for Cash Flow Period TRUE TRUE TRUE TRUE TRUE TRUE TRUE TRUE TRUE TRUE

    InvestmentBeginning Investment 6.85

    Beginning Equity (Last Period Ending) 6.85 7.36 7.92 8.51 9.15 9.83 10.57 11.36 12.22 13.13Add: Earnings (ROE x Beginning Equity) 1.03 1.10 1.19 1.28 1.37 1.48 1.59 1.70 1.83 1.97Less: Dividends (NI x Payout Ratio) 0.51 0.55 0.59 0.64 0.69 0.74 0.79 0.85 0.92 0.98Ending Equity (Beg + Income - Payout) 7.36 7.92 8.51 9.15 9.83 10.57 11.36 12.22 13.13 14.12

    Cash Flow to Equity and ValuationCash flow from Dividends from Above 0.51 0.55 0.59 0.64 0.69 0.74 0.79 0.85 0.92 0.98Terminal Multiple of Earnings from Above 6.67 6.67 6.67 6.67 6.67 6.67 6.67 6.67 6.67 6.67Terminal Cash Flow (Earnings x Mult x (1+g)) - - - - - - - - - 14.12Total Cash Flow (Terminal + Dividends) 0.51 0.55 0.59 0.64 0.69 0.74 0.79 0.85 0.92 15.10

    Required Return on Equity 15.00% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0%

    Discount Factor [1/(required return + 1)^yr] 0.87 0.76 0.66 0.57 0.50 0.43 0.38 0.33 0.28 0.25Value of Cash Flow [CF x Discount Fac] x Switch 0.45 0.42 0.39 0.36 0.34 0.32 0.30 0.28 0.26 3.73

    P eri od Fu tu re Ea rn Current Growth10 1.97 1.03 7.50%

    Growth over Forecast Horizon

    Growth Rate Estimation vs ROE and Retention Rate

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    ValuationOct 24, 2008116

    Note that what we really need to estimate are reinvestmentrates and marginal returns on equity and capital in the future(the change in Income over the change in Equity).

    Note that those who use analysts or historical growth ratesare implicitly assuming something about reinvestment ratesand returns, but they are either unaware of theseassumptions or do not make them explicit. This means, lookat the ROE and the dividends to make sure that the growth isconsistent.

    Future ROE depends on changes in economic variables

    affecting the existing investment and new projects withincremental returns.

    How Long will Growth Last

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    There is no single answer to the question, so look at the following

    characteristics:

    A. The greater the current growth rate in earnings of a firm, relative to thestable growth rate, the longer the high growth period; although the growthrate may drop off during the period. Thus, a firm that is growing at 40% shouldhave a longer high-growth period than one growing at 14%.

    B. The larger the size of the firm, the shorter the high growth period. Sizeremains one of the most potent forces that push firms towards stable growth;the larger a firm, the less likely it is to maintain an above-normal growth rate.

    C. The greater the barriers to entry in a business, e.g. patents or strong brandname, should lengthen the high growth period for a firm.

    Look at the combination of the three factors A,B,C and make a judgment. Fewfirms can achieve an expected growth period longer than 10 years

    Effect of Growth Microsoft Example Long-term

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    ValuationOct 24, 2008118

    Equals the Current Growth P/E is 20

    Price to Earnings ComputationLong-Term Growth Rate 7.50% Total Value (Sum of Annual Value) 20.55

    Long-term Return 15.0% Initial Earnings 1.03

    Equity Cost of Capital 10.0% PE Ratio - Value/Net Income 20.00

    P/E Formula: (1-g/r)/(k-g) 20.00 PEG: PE/Growth 2.67

    Year 1 2 3 4 5 6 7 8 9 10

    Return on Equity 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00%

    Dividend Payout 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00%

    Holding Period 10

    Switch for Terminal Period FALSE FALSE FALSE FALSE FALSE FALSE FALSE FALSE FALSE TRUESwitch for Cash Flow Period TRUE TRUE TRUE TRUE TRUE TRUE TRUE TRUE TRUE TRUE

    Investment

    Beginning Investment 6.85Beginning Equity (Last Period Ending) 6.85 7.36 7.92 8.51 9.15 9.83 10.57 11.36 12.22 13.13Add: Earnings (ROE x Beginning Equity) 1.03 1.10 1.19 1.28 1.37 1.48 1.59 1.70 1.83 1.97Less: Dividends (NI x Payout Ratio) 0.51 0.55 0.59 0.64 0.69 0.74 0.79 0.85 0.92 0.98Ending Equity (Beg + Income - Payout) 7.36 7.92 8.51 9.15 9.83 10.57 11.36 12.22 13.13 14.12

    Cash Flow to Equity and ValuationCash flow from Dividends from Above 0.51 0.55 0.59 0.64 0.69 0.74 0.79 0.85 0.92 0.98Terminal Multiple of Earnings from Above 20.00 20.00 20.00 20.00 20.00 20.00 20.00 20.00 20.00 20.00Terminal Cash Flow (Earnings x Mult x (1+g)) - - - - - - - - - 42.35Total Cash Flow (Terminal + Dividends) 0.51 0.55 0.59 0.64 0.69 0.74 0.79 0.85 0.92 43.34

    Required Return on Equity 10.00% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0%

    Discount Factor [1/(required return + 1)^yr] 0.91 0.83 0.75 0.68 0.62 0.56 0.51 0.47 0.42 0.39Value of Cash Flow [CF x Discount Fac] x Switch 0.47 0.46 0.45 0.44 0.43 0.42 0.41 0.40 0.39 16.71

    P eri od Fu tu re Ea rn Current Growth10 1.97 1.03 7.50%

    Growth over Forecast Horizon

    Long-Term Growth is 3% instead of 7.5% - P/E Ratio

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    ValuationOct 24, 2008119

    Falls to 13.19

    Price to Earnings ComputationLong-Term Stable Growth Rate 3.00% Total Value (Sum of Annual Value) 13.55

    Long-term Return 15.0% Initial Earnings 1.03

    Equity Cost of Capital 10.0% PE Ratio - Value/Net Income 13.19

    P/E Formula: (1-g/r)/(k-g) 11.43 PEG: PE/Growth 1.76

    Year 1 2 3 4 5 6 7 8 9 10

    Return on Equity 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00%

    Dividend Payout 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00%

    Holding Period 10

    Switch for Terminal Period FALSE FALSE FALSE FALSE FALSE FALSE FALSE FALSE FALSE TRUESwitch for Cash Flow Period TRUE TRUE TRUE TRUE TRUE TRUE TRUE TRUE TRUE TRUE

    Investment

    Beginning Investment 6.85Beginning Equity (Last Period Ending) 6.85 7.36 7.92 8.51 9.15 9.83 10.57 11.36 12.22 13.13Add: Earnings (ROE x Beginning Equity) 1.03 1.10 1.19 1.28 1.37 1.48 1.59 1.70 1.83 1.97Less: Dividends (NI x Payout Ratio) 0.51 0.55 0.59 0.64 0.69 0.74 0.79 0.85 0.92 0.98Ending Equity (Beg + Income - Payout) 7.36 7.92 8.51 9.15 9.83 10.57 11.36 12.22 13.13 14.12

    Cash Flow to Equity and ValuationCash flow from Dividends from Above 0.51 0.55 0.59 0.64 0.69 0.74 0.79 0.85 0.92 0.98Terminal Multiple of Earnings from Above 11.43 11.43 11.43 11.43 11.43 11.43 11.43 11.43 11.43 11.43Terminal Cash Flow (Earnings x Mult x (1+g)) - - - - - - - - - 24.20Total Cash Flow (Terminal + Dividends) 0.51 0.55 0.59 0.64 0.69 0.74 0.79 0.85 0.92 25.19Required Return on Equity 10.00% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0%

    Discount Factor [1/(required return + 1)^yr] 0.91 0.83 0.75 0.68 0.62 0.56 0.51 0.47 0.42 0.39Value of Cash Flow [CF x Discount Fac] x Switch 0.47 0.46 0.45 0.44 0.43 0.42 0.41 0.40 0.39 9.71

    P eri od Fu tu re Ea rn Curr en t Growth10 1.97 1.03 7.50%

    Growth over Forecast Horizon

    Estimation of Terminal Value

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    ValuationOct 24, 2008120

    Terminal value refers to the value of the firm (or equity) at theend of the high growth period. Estimate terminal value, withDCF, by assuming a stable growth rate that the firm cansustain forever. If we make this assumption, the terminalvalue becomes:

    Terminal Value in year n = Cash Flow in yearn+1 / (r - g)

    This approach requires the assumption that growth isconstant forever, and that the cost of capital will not changeover time.

    Growth Rate and Discount Rate

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    A stable growth rate is a growth rate that can be sustainedforever. Since no firm, in the long term, can grow faster thanthe economy which it operates it - a stable growth ratecannot be greater than the growth rate of the economy.

    It is important that the growth rate be defined in the samecurrency as the cash flows and that be in the same term (realor nominal) as the cash flows.

    In theory, this stable growth rate cannot be greater than thediscount rate because the risk-free rate that is embedded inthe discount rate will also build on these same factors - realgrowth in the economy and the expected inflation rate.

    Exit multiple in DCF valuation

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    ValuationOct 24, 2008122

    In some discounted cash flow valuations, the terminal valueis estimated using a multiple, usually of earnings. In anequity valuation model, the exit multiple may be the PE ratio.In firm valuation models, the exit multiple is often of EBIT orEBITDA.

    Analysts who use these multiples argue that it saves themfrom the dangers of having to assume a stable growth rateand that it ties in much more closely with their objective ofselling the firm or equity to someone else at the end of theestimation period.

    Problems arise if the PE assumes a higher growth than is

    sustainable after the holding period.

    Exit multiples and DCF valuation

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    ValuationOct 24, 2008123

    On the contrary, exit multiples may introduce relativevaluation into discounted cash flow valuation, and that youcreate a hybrid, which is neither DCF nor relative valuation.These exit multiples use the biggest single assumption madein these valuation models.

    It seems foolish to assume that current multiples will remainconstant as the industry matures and changes and thatinvestors will continue to pay high multiples, even if thefundamentals do not justify them. If there is stable growth,the P/E multiple in the terminal value should be lower.

    Length of Time Until Stable Growth 10 Years P/E is

    15

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    15

    Price to Earnings ComputationLong-Term Stable Growth Rate 3.00% Total Value (Sum of Annual Value) 15.92

    Long-term Return 20.0% Initial Earnings 1.03

    Equity Cost of Capital 10.0% PE Ratio - Value/Net Income 15.49

    P/E Formula: (1-g/r)/(k-g) 12.14 PEG: PE/Growth 1.48

    Year 1 2 3 4 5 6 7 8 9 10

    Return on Equity 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00%

    Dividend Payout 30.00% 30.00% 30.00% 30.00% 30.00% 30.00% 30.00% 30.00% 30.00% 30.00%

    Holding Period 10

    Switch for Terminal Period FALSE FALSE FALSE FALSE FALSE FALSE FALSE FALSE FALSE TRUESwitch for Cash Flow Period TRUE TRUE TRUE TRUE TRUE TRUE TRUE TRUE TRUE TRUE

    Investment

    Beginning Investment 6.85Beginning Equity (Last Period Ending) 6.85 7.57 8.36 9.24 10.21 11.29 12.47 13.78 15.23 16.82Add: Earnings (ROE x Beginning Equity) 1.03 1.14 1.25 1.39 1.53 1.69 1.87 2.07 2.28 2.52Less: Dividends (NI x Payout Ratio) 0.31 0.34 0.38 0.42 0.46 0.51 0.56 0.62 0.69 0.76Ending Equity (Beg + Income - Payout) 7.57 8.36 9.24 10.21 11.29 12.47 13.78 15.23 16.82 18.59

    Cash Flow to Equity and ValuationCash flow from Dividends from Above 0.31 0.34 0.38 0.42 0.46 0.51 0.56 0.62 0.69 0.76Terminal Multiple of Earnings from Above 12.14 12.14 12.14 12.14 12.14 12.14 12.14 12.14 12.14 12.14Terminal Cash Flow (Earnings x Mult x (1+g)) - - - - - - - - - 33.86Total Cash Flow (Terminal + Dividends) 0.31 0.34 0.38 0.42 0.46 0.51 0.56 0.62 0.69 34.62

    Required Return on Equity 10.00% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0%

    Discount Factor [1/(required return + 1)^yr] 0.91 0.83 0.75 0.68 0.62 0.56 0.51 0.47 0.42 0.39Value of Cash Flow [CF x Discount Fac] x Switch 0.28 0.28 0.28 0.28 0.29 0.29 0.29 0.29 0.29 13.35

    P eri od Fu tu re Ea rn Current Growth10 2.52 1.03 10.50%

    Growth over Forecast Horizon

    Length of Time Until Stable Growth 20 Years is 19

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    Price to Earnings ComputationLong-Term Stable Growth Rate 3.00% Total Value (Sum of Annual Value) 19.51

    Long-term Return 20.0% Initial Earnings 1.03

    Equity Cost of Capital 10.0% PE Ratio - Value/Net Income 18.99

    P/E Formula: (1-g/r)/(k-g) 12.14 PEG: PE/Growth 1.81

    Year 1 2 3 4 5 6 7 8 9 10

    Return on Equity 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00%

    Dividend Payout 30.00% 30.00% 30.00% 30.00% 30.00% 30.00% 30.00% 30.00% 30.00% 30.00%

    Holding Period 20

    Switch for Terminal Period FALSE FALSE FALSE FALSE FALSE FALSE FALSE FALSE FALSE FALSESwitch for Cash Flow Period TRUE TRUE TRUE TRUE TRUE TRUE TRUE TRUE TRUE TRUE

    Investment

    Beginning Investment 6.85Beginning Equity (Last Period Ending) 6.85 7.57 8.36 9.24 10.21 11.29 12.47 13.78 15.23 16.82Add: Earnings (ROE x Beginning Equity) 1.03 1.14 1.25 1.39 1.53 1.69 1.87 2.07 2.28 2.52Less: Dividends (NI x Payout Ratio) 0.31 0.34 0.38 0.42 0.46 0.51 0.56 0.62 0.69 0.76Ending Equity (Beg + Income - Payout) 7.57 8.36 9.24 10.21 11.29 12.47 13.78 15.23 16.82 18.59

    Cash Flow to Equity and ValuationCash flow from Dividends from Above 0.31 0.34 0.38 0.42 0.46 0.51 0.56 0.62 0.69 0.76Terminal Multiple of Earnings from Above 12.14 12.14 12.14 12.14 12.14 12.14 12.14 12.14 12.14 12.14Terminal Cash Flow (Earnings x Mult x (1+g)) - - - - - - - - - -Total Cash Flow (Terminal + Dividends) 0.31 0.34 0.38 0.42 0.46 0.51 0.56 0.62 0.69 0.76

    Required Return on Equity 10.00% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0%

    Discount Factor [1/(required return + 1)^yr] 0.91 0.83 0.75 0.68 0.62 0.56 0.51 0.47 0.42 0.39Value of Cash Flow [CF x Discount Fac] x Switch 0.28 0.28 0.28 0.28 0.29 0.29 0.29 0.29 0.29 0.29

    P eri od Fu tu re Ea rn Current Growth20 6.85 1.03 10.50%

    Growth over Forecast Horizon

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    Valuation of Firms that are Losing Money

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    There are a number of reasons why a firm might havenegative earnings, and the response will vary dependingupon the reason:- If the earnings of a cyclical firm are depressed due to arecession, the best response is to normalize earnings bytaking the average earnings over a entire business cycle.

    - Normalized Net Income = Average ROE * Current BookValue of Equity- Normalized after-tax Operating Income = Average ROC *Current Book Value of Assets- Once earnings are normalized, the growth rate usedshould be consistent with the normalized earnings, andshould reflect the real growth potential of the firm ratherthan the cyclical effects.

    Valuation of a firm that is Losing Money

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    - If the earnings of a firm are depressed due to a one-timecharge, the best response is to estimate the earnings withoutthe one-time charge and value the firm based upon theseearnings.- If the earnings of a firm are depressed due to poor qualitymanagement, the average return on equity or capital for the

    industry can be used to estimate normalized earnings for thefirm. The implicit assumption is that the firm will recoverback to industry averages, once management has beenremoved.- Normalized Net Income = Industry-average ROE * Current BookValue of Equity

    - Normalized after-tax Operating Income = Industry-average ROC* Current Book Value of Assets

    Valuation of a firm that is losing money

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    - If the negative earnings over time have caused the bookvalue to decline significantly over time, use the averageoperating or profit margins for the industry in conjunctionwith revenues to arrive at normalized earnings. Thus, a firmwith negative operating income today could be assumed toconverge on the normalized earnings five years from now. -If the earnings of a firm are depressed or negative because it

    operates in a sector which is in its early stages of its lifecycle, the discounted cash flow valuation will be driven bythe perception of what the operating margins and returns onequity (capital) will be when the sector matures.

    - If the equity earnings are depressed due to high leverage,the best solution is to value the firm rather than just the

    equity, factoring in the reduction in leverage over time.

    Valuation of a private firms

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    The valuation of a private firm is more difficult than stock ina publicly traded firm. In particular,

    A. The information available on private firms will besketchier than the information available on publiclytraded firms.

    B. Past financial statements, even when available, mightnot reflect the true earnings potential of the firm. Manyprivate businesses understate earnings to reduce theirtax liabilities, and the expenses at many privatebusinesses often reflect the blurring of lines betweenprivate and business expenses.

    Valuation of a private firm

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    ValuationOct 24, 2008131

    C. The owners of many private businesses are taxed on thesalary they make and the dividends they take out of thebusiness; often do not try to distinguish between the two.The limited availability of information does make theestimation of cash flows impossible; past financialstatements might need to be restated to make them reflect

    the true earnings of the firm. Once the cash flows areestimated, the choice of a discount rate might be affected bythe identity of the potential buyer of the business. If thepotential buyer of the business is a publicly traded firm, thevaluation should be done using the discount rates basedupon market risk

    EPS Measures Establishing a reliable starting point

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    Reported EPS EPS reported by the company using generallyaccepted accounting principles. Therefore includes earnings fromrecurring and non-recurring items

    Recurring EPS Reported EPS adjusted to exclude non-recurringitems

    Fully diluted EPS EPS adjusted to reflect dilution to existingshareholders as a result of future increases in equity shares

    EPS adjustments

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    ValuationOct 24, 2008133

    j

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    Share buy back

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    ValuationOct 24, 2008135

    190 millionWeighted Average

    90 million180 million x 6/12After Buy Back

    100 million200 million x 6/12Start of year

    Weighted AverageSharesDate

    EPS = $33 million/ 190 million = 17. 3 CENTS

    Redeem Ltd made earnings of $ 33 million dollars for the yearended March 2004. The number of shares issued at the start ofthe year was 200 million. In September 2003 Redeem Ltd boughtback 20 million shares at market price.

    Dilution Factors and treatment

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    Contingently issuable shares - Include shares in the calculation ofbasic EPS if the contingency has been met.

    Options or warrants in existence over as yet un-issued shares Assume exercise of outstanding dilutive options and warrants

    Loan stock or preference shares convertible into equity shares in

    the future Assume that instruments are converted thereforesaving interest but increasing the number of shares in issue

    Diluted Shares

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    ValuationOct 24, 2008137

    If you have agreed to give away shares to someone, then yourclaim to the cash flow of the company is reduced.

    In the extreme, if you have given away half of your companyaway, and the cash flow is the same before and after your giveaway, then the amount you would pay for the share must accountfor how much you will give away.

    In this extreme example, you should reduce the value by .

    This can be accomplished by using diluted shares rather thanbasic shares.

    Option dilution

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    ValuationOct 24, 2008138

    Calculation of the number of shares in the dilution calculation is

    illustrated below:

    Multiple share classes

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    Employee Stock options Latest developments

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    ValuationOct 24, 2008141

    $ 900,000

    $ 500,000

    $ 250,000

    Cumulative expense

    $ 400,000100 x 180 x $50 x 3/3 less $500,0003

    $ 250,000100 x (200 x 75%) x $50 x 2/3 less $ 250,0002

    $ 250,000100 x (200 x 75%) x $50 x 1/31

    ExpenseCalculationYear

    IFRS 2 Requires companies to measure the fair value of share-based

    payments at the grant date and expense over the vesting period FAS 123 The above treatment is optional

    A company grants 100 options to 200 employees. The estimated fair value is$ 50 per option. The options are contingent on the employees working at theCompany in 3 years time. The company estimates that 25% of the employeesWill leave over the 3 year period. No employees leave in year 1 and 2 but10% leave In year 3.

    Issues in the application of PEs

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    Accounting Policy differences Particularly significant for cross border

    comparisons where companies may follow local, international or USGAAP

    Loss making companies No earnings therefore no PE

    Cyclical companies PEs volatile through the cycle and therefore difficultto benchmark

    Finding a suitable benchmark Difficult to find companies that are perfectmatches in all determinants of a PE

    Growth As discussed value and growth are not always the same

    Capital market conditions The cost of equity will vary depending onunderlying interest rate environment that is likely to be different in differentcountries

    Financing The greater the gearing of a company the greater the cost ofequity and therefore, all other things being equal, the lower the value andthe lower the PE

    Valuation of Subsidiary Companies in Different

    Countries

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    How would things differ if we are valuing companies from different

    countries, different sectors etc. The basic rule is:

    Cash flows should be nominal

    Cash flows should be stated in the currency where the subsidiary islocated

    If there are multiple currencies, use the future expected spot exchangerates to translate cash flows

    Cash flows should be discounted at cost of capital that reflects theinterest rates where the country is located

    This means that the risk free rate in the country where the subsidiary islocated should be used.

    Once the value is established, translate the amount to the homecountry at the spot exchange rate

    Valuation of Subsidiary Companies in Different

    Countries

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    How would things differ if we are valuing companies from

    different countries, different sectors etc.

    Example:

    Subsidiary is located in Malaysia

    Parent Company is in Hong Kong

    Subsidiary company sells in Malaysia and Thailand

    Subsidiary company produces in Malaysia and Thailand

    Exchange Rates and Interest Rates

    Spot Exchange Rates

    HK Dollars to Ringet Baht to Ringet

    Valuation of Subsidiary Companies in Different

    Countries

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    How would things differ if we are valuing companies from different

    countries, different sectors etc.

    Cash flows should be stated in the currency where the subsidiary islocated (Malaysian Ringgit)

    Compute prices and costs in Baht and Ringgit and then translate therevenues and costs in Baht to Ringgit

    To convert the Baht to Ringgit, use the expected future spotRinget/Baht exchange rates

    Since, as a practical matter, forward exchange rates are notavailable beyond 18 months, compute future spot rates from interestrate parity

    Interest rate parity means that if you invest in risk free securities ofdifferent currencies, the spot exchange rate must reflect the futurevalues.

    Valuation of Subsidiary Companies in Different

    Countries

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    How would things differ if we are valuing companies from

    different countries, different sectors etc.

    Example of future expected spot exchange rates:

    Example of Foreign Valuation

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    Free Cash Flow

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    We often talk about free cash flow, sometimes, it is challengingto assess what is "free cash flow or not, may wish toelaborate on that rather than just defining free cash flow in atext book term.

    The basic point is to keep things consistent. If you define FCF asEBITDA without other income, then the valuation does not include

    other investments.

    On the other hand if FCF is defined using Cash B/4 Financing thatincludes other income, the other investments are included in thevaluation

    In-the-money Options and Convertibles

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    Can the trainer also cover dealing with in-the moneyoptions and