Section 5 Corporate Level Strategy: Creating Value through Diversification

Vertical Integration 4 Forward or backwards –Full integration –Taper integration 4 Benefits –Barrier to entry –Specialized assets –Protecting product quality –Improved scheduling 4 Risks –Costs –Rapid technological changes –Demand predictability

Alternatives to Vertical Integration 4 Competitive bidding 4 Long term contracts or strategic alliances –Hostage taking –Credible commitments –Maintaining market discipline

Outsourcing 4 Cost reduction and differentiation 4 Hold-ups, scheduling and hallowing out

Snack FoodsBeveragesFoods Frito-Lay North America Frito-Lay International Pepsi-Cola North America Gatorade/Tropicana North America PepsiCo Beverages International Quaker North America

Snack Foods Frito-Lay North America Lay’s Ruffles Doritos Santitas Fritos Cheetos Rold Gold Funyuns Sunchips Cracker Jack Chester’s popcorn Grandma’s cookies Munchos Smartfood Baken-ets fried pork skins Oberto meat snacks

Snack Foods Frito-Lay International Bocabits wheat snacks Crujitos corn snacks Fandangos corn snacks Hamkas snacks Niknaks cheese sticks Quavers potato snacks Sabritas potato chips Twisties cheese snacks Walkers potato crisps Walkers Square potato snacks Walkers Monster Munch Corn snacks Miss Vickie’s potato chips Gamesa cookies Dippas Sonric’s sweet snacks

Snack Foods Frito-Lay International Bocabits wheat snacks Crujitos corn snacks Fandangos corn snacks Hamkas snacks Niknaks cheese sticks Quavers potato snacks Sabritas potato chips Twisties cheese snacks Walkers potato crisps Walkers Square potato snacks Walkers Monster Munch Corn snacks Miss Vickie’s potato chips Gamesa cookies Dippas Sonric’s sweet snacks

Beverages Pepsi-Cola North America Pepsi-Cola Mountain Dew Slice Mug Sierra Mist FruitWorks Lipton Dole Aquafina Frappuccino SoBe AMP

Beverages Gatorade/Tropicana North America Gatorade Propel Tropicana Dole juices

Beverages PepsiCo Beverages International Loóza juices and nectars Copella juices Frui’Vita juices Tropicana 100 juices

Foods Quaker North America Quaker Oats Cap’n Crunch cereal Life cereal Quisp cereal King Vitaman cereal Mother’s cereal Quaker rice cakes and granola bars Rice-A-Roni side dishes Near East couscous/pilafs Aunt Jemima mixes & syrups Quaker grits

Foods Quaker North America Quaker Oats Cap’n Crunch cereal Life cereal Quisp cereal King Vitaman cereal Mother’s cereal Quaker rice cakes and granola bars Rice-A-Roni side dishes Near East couscous/pilafs Aunt Jemima mixes & syrups Quaker grits Business Level Strategies How are we going to compete and gain a competitive advantage in each of our businesses?

Snack FoodsBeveragesFoods Corporate Level Strategy 1) What businesses do we want to compete in? 2) How do manage effectively across businesses

Where did they go?

Crafting Corporate Strategy Moves to enter new businesses Boosting combined performance of the businesses Capturing synergies and turning them into competitive advantages Establishing investment priorities and steering resources into business units

How to Diversify? 1) Internal Development - corporate entrepreneurship –able to appropriate a larger portion of wealth –avoids complexities of multiple partners –time consuming and requires diversity of organizational capabilities

How to Diversify? 2) Strategic Alliances and Joint Ventures –entering a new market via the combination of complementary resources - do more together –cost reduction –development/diffusion of technology Problems with –appropriate partners - skills and compatibility –trust and commitment –communication

Who Makes a Geo? Geo Storm was actually manufactured by Isuzu. The Storm is the Isuzu Impulse. Geo Prizm = Toyota Corolla Geo Tracker = Suzuki Sidekick Geo Metro = Suzuki Esteem or Swift w/hatchback No Geo cars were actually made by General Motors. They were all imported from foreign manufacturers.

How to Diversify? 3) Merger & Acquisition - acquisition of assets and capabilities of another company –high tech & technology intensive –access to products –consolidation –access to segments

Alternative 10 point option 4 In lieu of making a donation, you may write a 5 page, double spaced paper on how a specific company proactively pursues corporate responsible activities.

Extra Credit – 10 points 4 Girls’ and Boys’ Town, the original Father Flanagan's Boys' Home, is a leader in the treatment and care of abused, abandoned and neglected girls and boys. Throughout its 86-year history, the nonprofit, nonsectarian organization has provided these children with a safe, caring, loving environment where they gain confidence to get better and learn skills to become productive citizens.

Extra Credit – 10 points Bring one of the items listed below: New/gently used backpacks or suitcases Socks - 5 pairs Shampoo and Conditioner – 3 pints New/gently used sporting equipment Refill bottle of 409/All purpose cleaner Laundry detergent

Extra Credit Drop off BA1 Building - Room 307 Times:Wednesday3/304:00 pm – 6:30 pm Thursday3/318:30 am – 9:30 am 11:30 am – 8:00 pm Friday 4/1 8:30 am – 11:00 am Monday 4/41:00 pm – 6:00 pm Tuesday 4/5 8:30 am – 9:00 am 2:30 pm – 5:00 pm Wednesday4/64:00 pm – 6:30 pm Thursday4/78:30 am – 9:30 am 11:30 am – 8:00 pm

Acquisitions Reasons of Acquisitions Increase Market Power Overcome Entry Barriers Increased Speed Lower Risk Avoid Competition

Acquisitions Reasons of Acquisitions Increase Market Power Overcome Entry Barriers Increased Speed Lower Risk Avoid Competition Problems with Acquisitions Integration of two firms Overpayment/Debt Overestimation of Synergy Overdiversification Managerial energy absorption Become too large Substitute for innovation

Acquisitions Reasons of Acquisitions Increase Market Power Overcome Entry Barriers Increased Speed Lower Risk Avoid Competition Problems with Acquisitions Integration of two firms Overpayment/Debt Overestimation of Synergy Overdiversification Managerial energy absorption Become too large Substitute for innovation Results Poor Performance Who Wins? Acquired Firm Shareholders

Monday October 27 th WSJ 4 Bank of American – Boston Fleet Financial –BoA down $8.29, or 10%, BFF rose 23% 4 Anthem – WellPoint Health Networks –Anthem down 8.2%, WellPoint up 8.8% 4 United Health – MidAtlantic Med Services –UH down 4.9%, MAMS up 9.7%

Failures of Acquisitions % average acquisition premium Acquiring firm’s value drops 4% in the 3 months following acquisitions % of acquisitions are later divested Acquirers underperform S&P by 14%, peers by 4% 3 month performance before and after –30% substantial losses, 20% some losses, 33% marginal returns, 17% substantial returns

Why, then, do executives acquire? Often, for personal reasons Firm size and executive compensation are related When do executives loss their jobs? –1) Acquired - larger firms harder to acquire –2) Performing poorly - employment risk is reduced as returns are less volatile

Levels of Diversification Single Business Unit - vast majority of sales comes from a single business Less ambiguity Ear to the ground re: industry and competition Eggs in one basket

Related Diversification at Disney Entertainment/Production Theme Parks Resorts Entertainment/Broadcasting Cruise Lines Retailing

Levels of Diversification (cont.) Related Diversification - entering product markets that share some resource or capability requirements with the current business – horizonal relationships across businesses Advantages of related diversification include: ä Leveraging Core Competencies ä Sharing Activities ä Market Power ä Vertical Integration - integration of preceding or successive productive processes - Shaw Industries buying a fiber company or floor covering retailer.

Vertical Integration Benefits –can not be held hostage – reduces buyer/supplier power –greater control over operations –access to new business/technologies –reduce procurement and sales efforts Risks –increased overhead, capital and administrative costs –loss of flexibility –unbalanced capacities –reaction of competitors

Tyco Electronics Tyco Telecommunications Tyco Fire and Security Tyco Safety Products Tyco Healthcare Tyco Plastics Tyco Adhesives Tyco Flow Control Tyco Electrical and Metal Products Tyco Fire and Building Products Tyco Infrastructure Services

Tyco Limits itself to businesses that can be held strictly accountable for a few key financial measures Mature, stable, low-tech industries which face certain environments and little R&D investments

Levels of Diversification (cont.) Unrelated Diversification - few similarities in the resources and capabilities required among the firm’s businesses Conglomerate Diversification - no relatedness between businesses

Unrelated/Conglomerate Diversification Attempts to create value through the management of vertical relationships among the businesses Approve plans and budgets, competent legal, financial, accounting, HR or other support function Effective control systems Restructuring - buy low, sell high –spinoffs –turnaround

Creating Value through Restructuring Good, consistent job of making good investments Favorable negotiations Shrewd selling at the top Shifting investment to high growth/return businesses

When/Why to Diversify? To create shareholder value Porter’s Three Point Test 1) Attractiveness Test 2) Cost of Entry Test 3) Better off Test Should pass all 3

Portfolio analysis 4 BCG Growth-Share Matrix – question marks, dogs, cash cows, stars 4 GE- Nine Cell Matrix

Growth Rate Relative Market Share Stars Question Marks Cash Cows Dogs Boston Consulting Group Matrix

Growth Rate Relative Market Share 1.0High Low Soft Drinks Frito Lay KFC Pizza Hut Taco Bell Low High 10% BCG Matrix for PepsiCo - Early 1990s

Growth Rate Relative Market Share.75High Low Soft Drinks Frito Lay KFC Pizza Hut Taco Bell Low High 5% BCG Matrix for PepsiCo - Early 1990s

Competitive Strengths Attractiveness Invest Grow Low High LowHigh Harvest Divest Hold GE 9 Cell Matrix

Competitive Strengths Attractiveness Low High LowHigh GE 9 Cell Matrix for Pepsico Soft Drinks Snack Foods

GM provides health care for 1.1 million workers and retirees, which adds about $1,500 to the average cost of every vehicle it sells in the U.S. For 2005, GM has forecast $5.6 billion in health- care costs, up about $1 billion from It has blamed its recent fall in profit on the rising cost of providing medical care for workers and retirees.

United does offer more space in its Economy Plus seats. But only travelers who pay full fare or who are elite members of the miles program can get them. Its regular economy- class seats measure in at 31 inches of seat pitch.

Board of Directors Governance mechanism of owners to oversee, evaluate and ratify the actions of management –setting corporate strategy, direction, mission, values –hire/fire CEO/TMT –control, monitor, supervise TMT –review/approve resource allocations –protect shareholders interests

Board of Directors Sam Nunn- ex-Senator from Georgia sits on Coke’s and Dell’s Board Nancy Reagan sat on Revlon’s board Hank Aaron sat on Coke’s board Sally Ride sat on three boards Martha Stewart and Kim Alexis sat on Drugstore.com Al Haig and Colin Powell sat on AOL’s board

Board Involvement Mostly little or no involvement Boards tend to be dominated by management Keys to board power –CEO/Chairman duality –insiders vs. outsiders outsiders often weak, unknowledgeable –effective board process

Trends in Governance Institutional investors becoming increasingly powerful Special interests groups and social institutional owners Internationalization of board composition Presiding and Lead Directors – 1/3 of S&P 500 – Presiding run meetings sans CEOs, Leads are actively involved

Median CEO pay rose 14% to $13.2 million is a year when S&P was down over 22% One company’s stock slides 71%, CEO compensation falls 12% ….. to only $82 million ….. Dennis Kozlowski – Tyco’s frequently indicted CEO ….. which is not as bad as what the CFO made - $136 million Bob Nardelli at HD has a “target bonus” minimum of $3 million and could get as much as $82 million upon his exit. James McNerney – “cause shall not include any one or more of the following: bad judgment or negligence.” Executive Compensation

Steve Jobs, Apple78.1M-34.6 David Cote, Honeywell 68.5M-27.3% John Chamber, Cisco54.8M-27.7 Pat Russo, Lucent38.2M-75.4% Scott McNealy, Sun Microsystems 31.7M-74.7%

Executive Compensation Aligning the interests of shareholders and managers by rewarding them for pursuing their interests Peter Drucker - “There are only bad and worse executive compensation packages. Most encourage the top management to milk the company” Warren Buffett - “...mediocre CEOs are getting incredibly overpaid” Top execs make over 200 times the average worker, up from 44 only 30 years ago.

Executive Compensation Bonuses, incentives and stock ownership –difficulty in evaluating decision making financial objectives used –lengthy feedback period –beyond managerial control –managerial manipulation Stock Options –riding the stock market wave –strike period is too long –growth, not cost-cutting, should be rewarded –require holding the stock after exercise –make exercise conditional on certain criteria

Corporate Social Performance Friedman – “The Social Responsibility of Business Is to Increase Its Profits“ Corporations as Citizens Corporations dependent upon its stakeholders Corporations that are attentive to its stakeholders can gain competitive advantages Corporations, which control resources beyond those held by individuals, have an even greater responsibility to be “good citizens”