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Paying back your shareholders

Successful companies inevitably face that prospect. The only real question is how.

paying back shareholders article, returning versus investing excess cash, Corporate Finance

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Most successful companies eventually find themselves generating more cash than they can reasonably reinvest in their businesses at attractive returns on capital. Even in the wake of the recent recession, investors are pressuring companies to distribute a mountain of cash they’ve accumulated in the past few years. In fact, European and US companies currently hold a total of around $2 trillion in excess cash.1

For many companies, that pressure raises several questions. How much cash should they return to shareholders and how much should they retain for investment and for managing volatility? When they do return cash to shareholders, how should they do so—through cash dividends or share repurchases?

Return cash—or invest it?

Some executives and board members argue that returning cash to shareholders reflects a failure of management to find enough value-creating investments. Share repurchases and dividends, these people argue, send a negative signal to the markets that a company can find nothing better to do with its cash. But in most cases, simple math leaves such companies with little choice: if they have moderate growth and high returns on capital, it’s functionally impossible for them to reinvest every dollar they earn.

Consider this example: a company earning $1 billion a year in after-tax profits, with a 25 percent return on invested capital (ROIC) and projected revenue growth of 5 percent a year, needs to invest about $200 million annually2 to continue growing at the same rate. That leaves $800 million of additional cash flow available for still more investment or returning to shareholders.3 Yet finding $800 million of new value-creating investment opportunities every year is no simple task—in any sector of the economy. Furthermore, at a 25 percent ROIC, the company would need to increase its revenues by 25 percent a year to absorb all of its cash flow. It has no choice but to return a substantial amount of cash to shareholders (Exhibit 1).

Moreover, concerns about negative signals to the market are misplaced. We’ve never seen a situation in which the stock market was surprised that a company couldn’t reinvest its cash flow. As many companies are currently finding, investors typically anticipate distributions to shareholders long before managers decide to undertake them, since it’s obvious that there aren’t many alternatives. (What investors don’t know is when a company will return the cash, so the share price often rises when companies begin share repurchase programs.) It therefore comes as little surprise that, in aggregate, US companies have returned to shareholders around 60 percent of earnings in dividends and share repurchases each year over the past 50 years (Exhibit 2)—even if some individual companies hold on to more cash than they need for operational purposes.

A number of leading companies have adopted the sensible approach of regularly returning to shareholders all unneeded cash and using share repurchases to make up the difference between the total payout and dividends. While these companies don’t have formal published policies, you can deduce them from actual practice. Over the five years ending in 2010, for instance, IBM generated $48 billion of cash flow from operations after capital expenditures and acquisitions and returned $56 billion to shareholders4 in dividends and share repurchases. It’s hard to imagine that even a company like IBM could have successfully reinvested that much cash in its own businesses over that time, especially since it was already spending $6 billion a year on R&D and more than $1 billion on advertising and promotion.

How to pay it out

While distributions to shareholders, relative to income, have been stable for a long time, the split between dividends and share repurchases has changed significantly. Until the early 1980s, less than 10 percent of distributions involved share repurchases. Now, about 50 to 60 percent do.

Why the shift? It’s primarily about flexibility. Companies, especially in the United States, have conditioned investors to expect that dividends will be cut only in the most dire circumstances. From 2004 to 2008, just 5 percent of US-listed companies with revenues greater than $500 million cut their dividend, and in almost every case the company faced a severe financial crisis. So companies are reluctant to establish a dividend level that they aren’t confident of sustaining. They opt, instead, to buy back shares.

Some investors, too, prefer repurchases because they can then choose whether or not to participate. Institutional investors, for example, can maintain their investment in a company without the transaction costs of reinvesting dividends. Individual investors, by not participating in a share repurchase, can defer taxes on the dividends and turn them into capital gains even years in the future.

Does it matter whether distributions take the form of dividends or share repurchases? Empirically, the answer is no. Whichever method is used, earnings multiples are essentially the same for companies when compared with others that have similar total payouts (Exhibit 3).5 Total returns to shareholders (TRS) are also the same regardless of the mix of dividends and share repurchases (Exhibit 4).6 These results should not be surprising. What drives value is the cash flow generated by operations. That cash flow is in turn driven by the combination of growth and returns on capital—not the mix of how excess cash is paid out.

Setting the right mix

So how should a company decide between repurchases and dividends? That depends on how confident management is of future cash flows—and how much flexibility it needs.7

Share repurchases offer companies more flexibility to hold onto cash for unexpected investment opportunities or shifts in a volatile economic environment. In contrast, companies that pay dividends enjoy less flexibility because investors have been conditioned to expect cuts in them only in the most dire circumstances. Thus, managers should employ dividends only when they are certain they can continue to do so. Even increasing a dividend sends signals to investors that managers are confident that they will be able to continue paying the new, higher dividend level. Share repurchases also signal confidence but offer more flexibility because they don’t create a tacit commitment to additional purchases in future years.8 (As an aside, signaling effects, whether for dividends or share repurchases, do not reflect value creation. They may lift the market’s expectations of a company’s future cash flows but do not affect the cash flows themselves—and therefore do not create any value.) As you would expect, changing the proportion of dividends to share buybacks has no impact on a company’s valuation multiples or TRS, regardless of payout level.

One argument for share repurchases that doesn’t hold up to scrutiny: share repurchases increase value because they increase earnings per share. Such an increase is a simple mathematical effect offset by a decline in the price-to-earnings ratio, since a company is more risky as a result of higher leverage. The net effect on share value is zero. Another argument for share repurchases is that companies can repurchase undervalued shares for the benefit of those shareholders who hold on to them. In theory this is correct; however, we’ve rarely seen companies with a good track record of repurchasing shares when they were undervalued; more often than not, we see companies repurchasing shares when prices are high.

Successful companies inevitably get around to returning cash to shareholders in some form, if only because they simply can’t reinvest their cash as fast as it accumulates. And while there’s no fundamental difference in the value of dividends when compared with share repurchases, companies need to balance their approach against the flexibility that management needs.

About the Authors

Bin Jiang is a consultant in McKinsey’s New York office, where Tim Koller is a partner.

Notes

1 “Excess cash” is defined as the amount of cash outstanding over and above operating cash, which is defined at 2 percent of revenue.

2 Over and above replacement capital expenditures that, we’ve assumed, equal depreciation. If the company has some debt financing, it could return even more of its profits.

3 The same basic principle applies to different companies, depending on their levels of growth and returns on capital.

4 IBM returned $73 billion to investors and received $17 billion from issuing new shares (primarily the exercise of employee stock options), for net distributions of $56 billion. IBM could pay out more cash than it generated from operations because it also generated cash flows from divestitures, borrowing, and changes in cash balances.

5 We also examined the value of companies by using statistical techniques and found no impact on the dividend or share repurchase mix once we adjusted for differences in total payouts, growth, and returns on invested capital.

6 After adjusting for differences in total payout.

7 See Marc H. Goedhart, Timothy Koller, and Werner Rehm, “Making capital structure support strategy,” mckinseyquarterly.com, February 2006.

8 The academic research is not conclusive on whether dividend increases or share repurchases send a stronger signal to investors.

Recommend (40)
  • 9 MAY 2011
    A M Furse
    Director
    Maunby
    UK

    ...share repurchases don’t match dividends. The shareholder has nothing immediate to show for them apart from a possible increase in the value of his or her paper....

    .
    A M Furse
    Director
    Maunby
    UK

    Throughout this piece, the author refers to shareholders as investors. I prefer shareholders, as it better reflects the longer-term relationship that many have with listed companies.

    In the US, as in the UK, shareholders/investors are fractional owners of the company. Dividends can therefore be seen as a rent paid by the company for the use of the capital that these owners provide.

    A share buyback is fundamentally different: it is the company buying stock from some of these fractional owners while making no payment to the others.

    Companies can be said to have a responsibility to balance the interests of three distinct groups—the customers, the shareholders, and the employees. Arguably, there are other “stakeholders,” but let’s settle on these three for the time being.

    So when profits are made, the interests of these groups all compete. Dividends are a clear, clean, and simple way of looking after the interests of the shareholders, who may include employees. Investment in R&D, IT systems, or better marketing addresses the needs of the customer. Bonuses and pay rises address the needs of the employees.

    But share repurchases don’t match dividends. The shareholder has nothing immediate to show for them apart from a possible increase in the value of his or her paper. A tiny fraction of the employees, on the other hand, can stand to gain a disproportionate advantage, especially if the scale and pricing of their share options are determined by earnings per share ratios and the changes in those ratios.

    Share buybacks are not equivalent to dividends. They are preferred by management (and no doubt by management consultants) because they are frequently to their advantage. Unfortunately, that means that they are frequently to the disadvantage of shareholders, employees, and other stakeholders.

    .
  • 5 MAY 2011
    Abhishek Rohilla
    Student
    IIML
    Lucknow, India

    ...Another motivation behind the share repurchase program, apart from paying back the shareholders, is to prevent hostile takeover of the firm....

    .
    Abhishek Rohilla
    Student
    IIML
    Lucknow, India

    Rightly pointed out that companies choose to increase dividends only when they think that they can sustain the dividend payments in the long run. Another motivation behind the share repurchase program, apart from paying back the shareholders, is to prevent hostile takeover of the firm. Also, share repurchases are a value migration from the tendering to non-tendering shareholders.

    .
  • 5 MAY 2011
    Matthew Johnson
    Student
    Wisconsin School of Business
    Madison, WI USA

    I disagree with your logic that repurchasing shares doesn’t increase share prices....

    .
    Matthew Johnson
    Student
    Wisconsin School of Business
    Madison, WI USA

    I disagree with your logic that repurchasing shares doesn’t increase share prices. Think about a company with steady earnings repurchasing shares with cash flows. At the end of each year, net debt would be the same, equity value would be the same, earnings would be the same, risk would be the same, but there would be fewer shares and, consequently, equity value per share would be higher.

    I have a problem with another part of your logic about returning cash and value creation—would be nice to see an analysis of companies that hoard cash. Obviously risk could go up if cash is depleted, but agency costs matter too.

    .
  • 4 MAY 2011
    Raymond Darke
    Managing Director
    Business Strategies
    Markham, ON Canada

    ...The only time repurchases add shareholder value is if they are reissued for a higher price than purchased and the proceeds are then invested at a rate exceeding the weighted average cost of capital.

    .
    Raymond Darke
    Managing Director
    Business Strategies
    Markham, ON Canada

    I was surprised to see you resurrect that old chestnut that buybacks add value by increasing multiples. The only time repurchases add shareholder value is if they are reissued for a higher price than purchased and the proceeds are then invested at a rate exceeding the weighted average cost of capital.

    .
  • 4 MAY 2011
    Hendra Raharjaputra
    Executive Director
    HSFAMES GLOBALMINDS
    Indonesia

    Look further to the debt-to-equity ratio. Companies should improve their D/E ratios in order to create economic value-added....

    .
    Hendra Raharjaputra
    Executive Director
    HSFAMES GLOBALMINDS
    Indonesia

    Look further to the debt-to-equity ratio. Companies should improve their D/E ratios in order to create economic value-added. The huge debt should have an impact on EBIT and ROIC, where companies should make a cost-benefit analysis to find out the maximum value.

    .
  • 4 MAY 2011
    Jeff Jacobsen
    VP Finance
    Exterran
    Houston, TX USA

    ...There is nothing in the article that would support the case for dividends being advantageous to the firm or investors in terms of valuation or flexibility, while both seem to be enhanced by adopting a share repurchase-only philosophy....

    .
    Jeff Jacobsen
    VP Finance
    Exterran
    Houston, TX USA

    Very interesting study. However, I don’t think I reach the same conclusions after reviewing the data. You state that earnings multiples aren’t affected by the payout mix, but the chart seems to rather clearly indicate that firms that payout 100 percent through share repurchases have generally higher earnings multiples than those that employee dividends in some manner.

    Also, when you ask how a company should decide between repurchases and dividends, your answer “it depends” seems incongruent. There is nothing in the article that would support the case for dividends being advantageous to the firm or investors in terms of valuation or flexibility, while both seem to be enhanced by adopting a share repurchase-only philosophy. Based on this, it seems the only conclusion would be to dump the dividends and go to 10-percent share repurchases as the preferred means to distribute cash to shareholders.

    .
  • 4 MAY 2011
    Wryan Feil
    Senior Analyst
    Bedford, NH USA

    One item that was not addressed is the tax effect of dividends versus share repurchases....

    .
    Wryan Feil
    Senior Analyst
    Bedford, NH USA

    One item that was not addressed is the tax effect of dividends versus share repurchases. That is, the dividend is taxed at the corporate rate and then individual rate, whereas share repurchases are only taxed at the corporate rate—which in many cases, depending on an individual’s tax situation, should result in better returns to the individual for a share-repurchase program than a dividend-payout program.

    .
  • 4 MAY 2011
    William Klitgaard
    CFO
    Covance Inc.
    Princeton, NJ USA

    ...the idea of returning cash to shareholders (because the company lacks sufficient value-creating investments) is logical and appropriate. That’s the reason for share repurchase, not the impact on earnings per share.

    .
    William Klitgaard
    CFO
    Covance Inc.
    Princeton, NJ USA

    Two thoughts: 1. share repurchase is a zero-net present value transaction; and 2. increasing earnings per share is not the same as creating economic value. The concept of repurchasing shares to improve earnings per share is a faulty logic to pursue. However, the idea of returning cash to shareholders (because the company lacks sufficient value-creating investments) is logical and appropriate. That’s the reason for share repurchase, not the impact on earnings per share.

    .
  • 4 MAY 2011
    George Sharp
    Director, IR
    Ford Motor
    Dearborn, MI USA

    ...If share repurchases do not increase share value, how do investors who do not participate in the repurchase share in that value?

    .
    George Sharp
    Director, IR
    Ford Motor
    Dearborn, MI USA

    I was with you until near the end. If share repurchases do not increase share value, how do investors who do not participate in the repurchase share in that value?

    .
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