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    FOJULY/AUGUST 2012 | WWW.CFO.COM

    FINANC

    TRAINING TH

    DELL WAY

    THE 201WORKING

    CAPITA

    SCORECARD

    RECIP

    FOR PROFIT

    AT POPEYE

    No one ever thoughtimplementing Dodd-Frankwould be easy

    At Exelis, DefenseNever Rests

    Lessons FromJPMorgansBotched Hedge

    UnfinishedBusiness

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    In the United States, insurance coverages are underwritten by individual member companies of Zurich in North America, including Zurich American Insurance Company. Certain coverages are notavailable in all states. Some coverages may be written on a non-admitted basis through licensed surplus lines brokers. Prior results do not guarantee a similar outcome. Risk engineering services are

    Since 1912, our mission has been

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    Cover photo-illustration by Stephen Webster. This page, clockwise from top

    left: Matthew Furman, David Plunkert, Stan Kaady

    38UnfinishedBusinessTwo years after the passage

    of the Dodd-Frank Act, the

    laws implementation is

    far behind schedule, and its

    success is still in doubt.

    By Randy Myers

    46Too Much OfA Good ThingWorking capital is piling up at

    Americas largest companies.

    By Russ Banham

    51The 2012 Working

    Capital Scorecard

    The best and worst performers

    in 20 industries.

    FeaturesJuly/August 2012

    Volume 28, No. 6

    CONTENTS

    DODD-

    FRANK

    ACT

    Our business has four keyareas that align well withwhere our government cus-tomers are headed, basedon their public comments.

    Peter Milligan, CFO of Exelis

    34

    34On the Record

    Defensive ManeuversDefense contractor Exelis

    is ready to adjust to an era of

    reduced Pentagon spending,

    says CFO Peter Milligan.

    Interview by Edward Teach

    60Take-Away

    Recipe for ProfitsPopeyes Louisiana Kitchen

    CFO Mel Hopetalks about

    collaborating with franchisees

    to grow the business.

    Interview by Marielle Segarra

    People to Watch

    Mel Hope

    1cfo.com | July/August 2012 | CFO

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    2 CFO| July/August 2012 | cfo.com From top to bottom: Miguel Davilla, courtesy Make Meaning, Bloomberg/Getty Images, Gordon Studer

    CONTENTS

    15 | ACCOUNTING & TAX

    Renewed ConcernsAbout RenewablesKey tax credits for investments in

    renewable-energy projects could soon

    begin to expire. By Kathleen Hoffelder

    The Second-Greatest RiskCFOs of multinational companies rank

    transfer-pricing risk just behind globalcompliance. By Kathleen Hoffelder

    18 | CAPITAL MARKETS

    Finding Life after DebtAn acquisition saves a software

    company from crushing leverage.

    By Vincent Ryan

    Private EquitysPicky AppetitePE firms are craving service and health-

    care targets, according to a new survey.

    By Vincent Ryan

    21 | GROWTH COMPANIES

    Hands-On GrowthThe finance chief of Make Meaning says

    the start-up has what it takes to bring

    customers through the door. Can it keep

    them coming back?

    By Marielle Segarra

    23 | HUMAN CAPITAL

    Training at Dell: Here,There,And EverywhereThe computer giants financial-education

    programs rely on a mix of long-distance

    and local learning. By David McCann

    26 | RISK MANAGEMENT

    The Hedge That WasntJPMorgan Chases $2 billion tradingmiscue is a costly lesson in how not to

    protect against potential losses.

    By Vincent Ryan

    29 | STRATEGY

    Hawaiians Big Apple VentureHow Hawaiian Airliness CFO prepared

    for the launch of an ambitious new

    route. By David Rosenbaum

    Euro Slide Sparks

    M&A InterestThe weakening currency makesEuropean assets more attractive.By Andrew Sawers

    32 |TECHNOLOGY

    Digging Out from Big DataUnstructured data is piling up in corpo-

    rate computers, making compliance

    and other tasks far more difficult.

    By David Rosenbaum

    Up Front4From the Editor

    7Letters

    11Topline The Supreme Court upholds the Affordable Care ActFASB andthe IASB approve two accounting methods for lease expenses mostCFOs expect employees to delay retirementCEO turnover rises com-panies have cash but wont spend it, says a recent survey and more.

    55BUSINESS OUTLOOK

    Duke University/CFOSurvey Results

    Muddling ThroughCFOs continue to hire, but are less

    optimistic. By Kate OSullivan

    58 FIELD NOTES

    Perspectives from CFO Research

    Putting Social Networks to WorkCompanies are finding real economic value

    in cooperation and social media.

    By Josh Hyatt

    By the Numbers

    18

    21

    23

    32

    July/August 2012

    Volume 28, No. 6

    2.5%The average bywhich U.S. CFOssay they willexpand theirfull-time domes-tic workforceover the next12 months.

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    2012 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other AT&T marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies.

    RE

    PAIRED

    WRECKED

    It only takes a second foran accident to happen.

    Why should it take forever to fix it?Business responds faster because

    data does more in the AT&T network.

    In here, intelligent data automates all the right

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    In here, wrecks get repaired faster because the same

    data that reports an accident is already at work fixing it.

    Its the AT&T networka network of

    possibilities teaching data how to do more.

    To learn more, visit att.com/business

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    CFO, Vol. 28, No. 6 (ISSN 8756-7113), is published 10 times a year, with combined January/February and July/August issues, and distributed to qualified chief

    financial officers by CFO Publishing LLC, 51 Sleeper St., Boston, MA 02210( executive and editorial offices). Copyright 2012, CFO Publishing LLC. All rights re-

    served. Neither this publication nor any part of it may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic,

    mechanical, photocopying, recording, or otherwise, without the prior permission of CFO Publishing LLC. Requests for reprints and permissions should be

    directed to FosteReprints, (866) 879-9144; E-mail: [email protected]; website: www.fostereprints.com. Subscriptions: U.S. and possessions: 1 year

    $65; 2 years $100; 3 years $130; foreign, 1 year $120 U.S. funds only. Periodicals postage paid at Boston, MA, and additional mailing offices. POSTMASTER:

    Send address changes to CFO, P.O. Box 1233, Skokie, IL 60076-8233. CFOis a registered trademark of CFO Publishing LLC. SUBSCRIBER SERVICES:To order

    a subscription or change your address, write to CFO, P.O. Box 1233, Skokie, IL 60076-8233, or call (800) 877-5416; or visit our website at www.cfo.com/

    subscribe. For questions regarding your subscription, please contact [email protected]. To order back issues, call (617) 345-9700, ext. 3200. Back issues

    are $15 per copy, prepaid, and VISA/MasterCard orders only. Mailing list: We make a portion of our mailing list available to reputable firms.

    Kory Addis

    LEADERSHIPGeneral Mills CFO Don Mulligan

    will explain how to build top-

    notch finance teams at CFOs

    CFO Rising: The Future of Fi-

    nance conference in Las Vegas,

    September 30October 3, 2012.

    See www.cfo.com/conferences.

    ACCOUNTINGIf you want expert advice on

    presenting financials in an

    easy-to-comprehend way, check

    out Painting withNumbers,by

    former high-tech CFO Randall

    Bolten (John Wiley, April, $39.95).

    Among other things, youll learn

    why pie charts are bad, why

    a natural P&L is good, and

    why you should never, ever be

    sleazy about the vertical axis.

    See www.johnwiley.com.

    GLOBAL BUSINESSBritish economist Roger Boo-

    tle won the 250,000 Wolfson

    Economics Prize in July for his

    analysis of how countries could

    leave the euro with the least

    amount of fuss. See How to

    Break Up the Euro on cfo.com.

    FROM THE

    EDITOR

    EDITORS PICKS

    There have been numerous accom-

    plishments (however controversial),

    including the establishment of the

    Financial Stability Oversight Council,

    the Consumer Financial Protection

    Bureau, say on pay shareholder vot-

    ing, and hedge-fund registration and

    reporting. But some of the thorniest

    provisions of the law remain on the

    drawing board, such as the Volcker

    Rule, which would limit banks propri-

    etary trading. One seasoned observertold Myers that implementing Dodd-

    Frank wouldnt be finished until at

    least well into 2013.

    Even partial progress on Dodd-

    Frank is too much for those who con-

    tinue to insist that the law is unneces-

    sary or worse and should be repealed,

    either in whole or in part. One promi-

    nent critic of the Volcker Rule has been

    Jamie Dimon, the superstar CEO of

    JPMorgan Chase. It was more than a lit-

    tle embarrassing for Dimon, therefore,when JPMorgan revealed in May that

    its chief investment office had lost at

    least $2 billion on an ill-advised trade

    (The Hedge That Wasnt, page 26).

    There have been many criticisms of

    Dodd-Frankit goes too far, it doesnt

    go far enough, its too complex, its a

    brake on the economy, and so on. But

    as Myers reminds us, its hard to fault

    the motivation behind this sweeping

    overhaul of the nations financial sys-

    tem. After all, it wasnt long ago that

    the government was forced to pump

    trillions of dollars into the system to

    keep it from failing, while millions of

    people lost their jobs, their savings,and their homes.

    Elsewhere in this issue we offer the

    latest installment of one of our most

    popular features, the annual working

    capital scorecard, done in cooperation

    with REL Consulting (Too Much of a

    Good Thing, page 46). See how your

    company stacks up against some of the

    best (and worst) performers in work-

    ing capital management in Corporate

    America. CFO

    Edward Teach

    Executive Editor

    4 CFO| July/August 2012 | cfo.com

    On July 21, 2010, President Obama signed into law

    the Dodd-Frank Wall Street Reform and Consumer

    Protection Act. Two years later, regulators are still hard at

    work putting the mammoth law into effect. Although they

    have written thousands of pages of rules, they are far from

    finished, as contributing editor Randy Myers reports in our

    cover story, Unfinished Business (page 38).

    Dodd-Frank at Two

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    PRUDENTIAL CAPITAL GROUP

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    working. Jobs, and the skills needed

    to perform them, are also changing,

    so some jobs are becoming obsolete;

    others are having some or all of the

    tasks automated; and many jobs have

    expanded the use of technology, thus

    requiring workers to perform them in

    new, and different, ways.

    The anticipated drama of the baby

    boomers exit hasnt really material-

    ized, thanks in equal measure to the

    poor economy, delayed retirement

    plans, and unprecedented opportuni-

    ties for older workers. While the age

    wave may be hitting some industries

    harder than others, the earlier con-

    cerns simply havent come to pass. In

    fact, many older workers have fared

    better in the down economy than their

    younger counterparts.

    Dr. Katherine L. Y. Green

    Green Consulting Group LLC

    Chevy Chase, Maryland

    wThe Bright Side of the Cloud

    Cloud computing is a way that smallcompanies can allocate much-needed

    resources to other, more beneficial top

    drivers, such as sales and marketing

    (Made for Each Other, June). When

    smaller companies begin to realize that

    software as a service is the best way to

    manage data, they will see the inherent

    benefit that the cloud presents.

    Darrin Marion

    Via E-mail

    develop an integration process for the

    postmerger period, a failure due to:

    (1) not understanding how to achieve

    revenue and cost synergies; (2) not re-

    taining key employees and customers;

    and (3) not understanding the corpo-rate culture of the acquired company.

    Can a company right a poor post-

    integration process? The answer is yes,

    but it will cost a heck of a lot of share-

    holder value. Although there remain

    questions about the value of M&A,

    companies today need to continue

    making acquisitions in order to stay

    competitive.

    Richard Summo

    Via E-mail

    wAnother BurdenThe other burden, besides taxes, that is

    even more significant to those affect-

    ed is audits (Small Businesses Spend

    wHow to Succeed at M&A

    In my experience, the main reason formerger failures is poor management

    in the postmerger integration phase

    (Do Mergers Add Value After All?

    Strategy, June). Most companies fail to

    Stephen Webster

    LETTERS

    7cfo.com | July/August 2012 | CFO

    Go to The Real Reason Companies Arent Investing on cfo.com to see howreaders responded to this post (and to add your own thoughts as well).

    Its the Equity Risk Premium,StupidThere are plenty of justifications companies can give

    for why they arent allocating capital to new projects

    or buying assets, but most of them tend to be prettyvague. Uncertainty, whether due to the state of the

    global economy, the European sovereign debt crisis,

    or federal regulatory creep, is my least favorite excuse

    that CFOs give.

    The truth is, theres a far better apologia that com-

    panies could present for not investing, and its rooted

    in a classic principle of corporate finance. Im speak-

    ing of the equity risk premium, a key ingredient in the calculations finance

    departments make to decide whether to invest in a project. As Professor

    Aswath Damodaran of New York University defines it, the ERP is the ex-

    tra return that investors collectively demand for investing their money in

    stocks instead of holding it in a riskless or close-to-riskless investment.

    A key point is that the value of the ERP is affected by the entire stockmarket, not just the individual companys shares. So the overall risk aver-

    sion of equity investors affects the ERP.

    And therein lies the problem. In the wake of the financial crisis, the

    Facebook IPO debacle, and developments in high-frequency trading, the

    perceived risk of holding an equity portfolio has increased. Investors want

    a higher return to compensate for the risk. The equity markets, as embod-

    ied in the ERP, are dampening business investment.

    BEST OF

    THE BLOGS

    VincentRyan

    No Dire Straits

    For Boomers

    In regard to the worry

    over baby boomers leav-

    ing the workforce, the

    institutional-knowledge

    challenge is being solved

    in many ways, and is cre-

    ating less turmoil than projected by many business analysts

    (When the Boomers Go, June). Many people age 50 and

    over are staying on because they need, or want, to continue

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    Send to:The Editor, CFO,51 Sleeper St., Boston, MA 02210,or e-mail us at: [email protected] include: Your full name, title, company name, address, andtelephone number. Letters are subject to editing for clarity and length.

    CFO

    WELCOME

    S

    YOUR

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    51 Sleeper Street,

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    Boston, MA 02210(617) 345-9700

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    CFOCHAIRMAN & CEOAlan Glass

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    Advertising Sales/Product Development

    SVP, CHIEF SALES OFFICERLissa ShortSVP, E-MEDIA, MARKETING, &

    AUDIENCE DEVELOPMENTJohn E. Pal

    SVP, PRODUCT DEVELOPMENTRich Rivera

    EDITORIAL DIRECTORS, PRODUCT DEVELOPMENT:

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    VP, MARKETINGPhillip LoFaso

    SENIOR MARKETING MANAGERDanielle Balestra

    ONLINE OPERATIONS MANAGERJerry Xenos

    ONLINE OPERATIONS COORDINATORMatt Kopec

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    fax: (212) 459-3007 or (212) 541-5567

    MIDWESTBenjamin Cairns, (312) 445-6524

    ACCOUNT EXECUTIVESJonathon Casalou,

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    BUSINESS SUPPORT COORDINATOR

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    CFO Conferences

    DIRECTOR OF SALES, CONFERENCESDeborah Hatcher

    SENIOR MARKETING MANAGERJoseph Zerbo

    DESIGN DIRECTORCharity Musielak

    MANAGER, CONFERENCE OPERATIONS &

    SALES SUPPORTLisa Nelson

    CFO Research

    DIRECTOR OF GLOBAL RESEARCH SALESMike Slomba

    SALES DEVELOPMENT MANAGERJeffrey Stevens

    Finance Department

    SVP & CFOPeter Spinelli

    CONTROLLERPete Badas

    SENIOR ACCOUNTANTHana Deleuse

    A/P COORDINATORMonique Madden

    BUSINESS MANAGERRyan Lightbody

    Operations

    SENIOR DIRECTOR, AUDIENCE DEVELOPMENT &

    PRODUCTION Teresa A. Green

    DIRECTOR OF ONLINE DEVELOPMENTJiun Jye Chin

    IT MANAGERBen Radlinski

    DIRECTOR OF HUMAN RESOURCESLouise Daly

    OFFICE MANAGER & CREDIT CONTROLLERLucy E. Bean

    CFOMagazine/cfo.com

    EDITORIAL DIRECTOR

    Kate OSullivan ([email protected])

    EDITOR-IN-CHIEF, CFO.COM

    David M. Katz ([email protected])

    EXECUTIVE EDITOREdward Teach ([email protected])

    DEPUTY EDITORS, ONLINE/MOBILE:

    David McCann ([email protected])

    Vincent Ryan ([email protected])

    MANAGING EDITORSusan Kron ([email protected])

    SENIOR EDITORS:

    Kathleen Hoffelder ([email protected])

    Caroline McDonald ([email protected])

    David Rosenbaum ([email protected])

    ASSOCIATE EDITOR

    Marielle Segarra ([email protected])

    EDITORIAL INTERN

    Bonnie Evans ([email protected])

    EDITORIAL PRODUCTION MANAGER, ONLINE/MOBILE

    Deana Colucci

    CONTRIBUTING EDITORS:

    Russ Banham Randy Myers Alix Stuart

    DESIGN/ART DIRECTORRobert Lesser

    CFO Research

    SVP & DIRECTOR OF RESEARCHSam Knox

    EDITORIAL DIRECTOR, RESEARCHCelina RogersRESEARCH DIRECTORDavid Owens

    ASSOCIATE RESEARCH DIRECTORS:

    Mary Beth Findlay Josh Hyatt

    RESEARCH EDITORMatt Surka

    MANAGER OF RESEARCH OPERATIONSLinda Klockner

    CONTRIBUTING RESEARCH EDITORS:

    Elizabeth Fry Eric Laursen Christopher Watts

    Editorial Advisory Board

    David W. Devonshire, EVPEVP/CFO Retired,

    CFO, Motorola Inc.

    Bruce Edwards, Chairman Emeritus,

    Powerwave Technologies Inc.

    David E. Farber, The RVH Group, Merrill Lynch

    Frank R. Gatti, CFO & SVP, ETSJames C. Johnston, President, Johnston Co.

    Stephen Payne, Americas Working Capital Leader,

    Ernst & Young LLP

    Albert A. Pimentel, CFO & COO, McAfee Inc.

    Ellen B. Richstone, Former CFO, Rohr Inc.,

    Sonus Networks, and Luminus Devices Inc.

    Kenneth J. Sanginario, Principal, NorthStar

    Management Partners

    Debra Smithart-Oglesby, Former CFO,

    First America Automotive

    Editorial Offices

    More Time on Taxes, Topline, June).

    Sales-tax audits can be brutal, and

    IRS audits can take months, a year, or

    moreand large amounts of employee

    and tax-attorney time.

    Ronald J. Cappuccio, J.D., LL.M. (Tax)Via E-mail

    COLI Is A-OKYour story Key-Person Insurance: A

    Cash-Flow Caveat (May) provided

    important information on this in-

    creasingly popular tactic.

    Corporate-owned life insurance

    (COLI) has long provided numerous

    benefits to shareholders and high-

    producing, quality executives who

    help to maximize shareholder value.COLI provides nonqualified plan spon-

    sors with a cost-efficient asset that

    offsets the liability of the participants

    account balances on the plan sponsors

    balance sheet. For example, plan spon-

    sors can use COLI policies to mirror

    the rate plan that participants earn in

    their voluntary nonqualified deferred-

    compensation plans. As a result, COLI

    helps companies reduce future liabili-

    ties, with an asset that should consis-

    tently grow in value. And with non-qualified retirement plans increasingly

    important for many executives earn-

    ing more than $150,000 annually, COLI

    facilitates effective asset-liability man-

    agement.

    Contrary to what is stated in the

    articles last two paragraphs, there

    was no 2004 regulation that led to the

    COLI market being essentially dead

    from 2004 to 2010. By contrast, COLI

    has continued to grow in popularity

    since that time. In 2004, the COLI BestPractices Provision was first proposed

    and later became law as part of the

    Pension Protection Act of 2006. The

    measure and its high standards were

    widely supported by the industrys

    leading practitioners.

    Mike Powers

    Executive Director

    The Todd Organization

    Cleveland

    8 CFO| July/August 2012 | cfo.com

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    IBM, the IBM logo, ibm.com, Smarter Planet and the planet icon are trademarks of International Business Machines Corp., registered in many jurisdictions worldwide. Other product and service names might betrademarks of IBM or other companies. A current list of IBM trademarks is available on the Web at www.ibm.com/legal/copytrade.shtml. International Business Machines Corporation 2011. All rights reserved.

    How a car dealer is driving a safer business.

    As the world becomes more interconnected, threats and risks are growing exponentially. Fortunately, ona smar ter planet, we have the tools to help protect critical data and business continuity. Gruppo Intergea isa midsize company with about 460 employees that sells cars in Northern Italy. They wanted to improve thesecurity of their IT infrastructure a critical part of their daily operations. With help from IBM and its BusinessPartners, Gruppo Intergea implemented a smart security solution that can proactively scan their data acrosstheir network to identify threats and block them before they can damage business operations. So Gruppo

    Intergea can be protected not only from known security threats, but also from other vulnerabilities that maynot have been on their radar. As a result, their network can stay up, and their data stays safer. To see how IBMand its Business Partners can help your midsize business work smarter, visit ibm.com/engines/auto.Lets build a smarter planet.

    Midsize businesses are the engines of a Smarter Planet.

  • 7/26/2019 CFO - 2012 July August

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    PRUDENTIAL RETIREMENT

    ITS TIME TO

    RETHINK RISK.

    2012. 1Based on fund sponsor rankings in Pensions & Investments, February 2011. 2Pensions & Investments2011 Annual Money Managers Directory. 3LIMRA Group Annuity Risk Transfer Survey, 1Q12. Guarantees arebased on the claims-paying ability of the insurance company and are subject to certain limitations, terms andconditions. Products issued by The Prudential Insurance Company of America (PICA), Newark, NJ 07102.Prudential, the Prudential logo and the Rock symbol are service marks of Prudential Financial, Inc. and itsrelated entities, registered in many jurisdictions worldwide.0202597-00001-00

    WE CAN HELP YOUR DB PLANMEET THAT CHALLENGE.

    PENSION PLAN RISKS ARE UNPREDICTABLE.Market risks

    remain top of mind in a rapidly changing economic

    environment. But asset/liability mismatch, rising life

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    volatility in the long run.

    NOW IS THE TIME YOU AND YOUR ADVISORS NEED A

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    PRUDENTIAL FINANCIAL

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    our white paper on new DB solutions

    at www.prudential.com/pensionrisk

    PRUDENTIAL FINANCIAL

    KEEPING PROMISESNew solutions for retirement benefit obligations

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    The U.S. Supreme

    Courts ruling that

    upheld the constitu-

    tionality of virtually

    the entire Patient Protection

    and Affordable Care Act will

    have major repercussions

    for businesses as they weigh

    whether to change their em-

    ployee benefit plans over thenext two years.

    Many companies expect-

    ed the court to strike down

    the individual mandate, a

    decision that could have un-

    raveled the entire law. But

    in a 5-4 decision issued on

    June 28, the court ruled that

    the mandate, which requires

    most U.S. citizens to obtain

    some health coverage if they

    dont have it, is constitu-

    tional because it falls under

    Congresss taxing powers.

    The court did strike down

    part of the law, ruling that

    states have the option to

    keep their current Medicaid

    funding even if they decline

    to expand their Medicaidprograms.

    Starting in January 2014,

    firms with more than 50 em-

    ployees that forgo providing

    health insurance to full-time

    employees will be required

    to pay a no coverage pen-

    alty. That per-employee

    penalty, however, will be

    less than what virtually all

    employers currently payfor providing health insur-

    ance. Employees that do not

    receive insurance through

    their companies may be able

    to purchase it through fed-

    erally subsidized insurance

    exchanges in each state.While the courts deci-

    sion creates some certainty

    for companies, CFOs ini-

    tial reaction to the law was

    largely unfavorable. Some

    worried that the law opens

    the door for more federal

    regulation, which they said

    is preventing businesses

    from investing in expansion.

    They also said the complex-

    ity of the law will make ithard to calculate the cost of

    hiring additional employees

    as they enter into the bud-

    geting process for 2013.

    Despite the ruling, the

    Affordable Care Act is sure

    to remain a contentious is-

    sue both in Congress and

    in the upcoming November

    elections. VINCENT RYAN

    ToplineSTATS

    OF

    THE

    MONTH

    Kevin Dietsch/Landov

    HEALTH CARE

    Annual rate of salesof new homes inMay, the highestmonthly rate sinceApril 2010.

    369K

    Rise of new autosales in June froma year earlier.

    22%

    Increase in ordersfor durable goodsin May, after twoconsecutive monthlydecreases.

    1.1%

    High Court UpholdsHealth-Care ReformThe Supreme Courts ruling leaves companies with decisions to make.

    Protesters and supporters gath-

    er in front of the U.S. Supreme

    Court as they await a ruling on

    the Affordable Care Act.

    Sources: U.S. Census Bureau,

    Autodata Corp.

    11cfo.com | July/August 2012 | CFO

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    Topline

    BOOKSHELF

    THE BEST IS

    YET TO COME

    Do you ever throw

    down your newspaper or

    iPad in disgust after read-

    ing the latest news about

    jobs or budget deficitsand fret about the inevi-

    table decline of the United

    States? Stop worrying,

    advises Daniel Gross, the

    economics editor of Yahoo

    Finance. In his new book,

    Better, Stronger, Faster:

    The Myth of American

    Decline...and the Rise of

    a New Economy(Simon &

    Schuster, $26), Gross as-

    sures us that our current

    economic slump is just atemporary setback. Were

    not Japan or the British

    Empire, he says, nor is

    China quite the juggernaut

    that its cracked up to be,

    for that matter. Bad things

    have happened to the U.S.

    economy many times be-

    fore, yet it always emerg-

    es from the experience,

    well, better, stronger, and

    faster.

    Restructuring is a corenational competency,

    Gross declares, pointing

    out that the United States

    rebounded faster from the

    Great Recession than its

    peers. Drawing on his ex-

    tensive travels in the U.S.

    and abroad, Gross pres-

    ents much evidence of

    new green shoots of pros-

    perity.CFO

    After months of heat-

    ed debate, the Fi-nancial Accounting

    Standards Board and

    the International Account-

    ing Standards Board split

    their differences in June,

    deciding to allow compa-

    nies to account for lease

    expenses on the balance

    sheet using one of two ap-

    proaches, depending on

    the type of lease. The two

    methods the standards-setters agreed on were the

    right of use approach

    (Approach A) and the

    whole-contract method

    (Approach D).

    The two approaches differ greatly

    from each other, but together they seem

    to satisfy a variety of constituents, as

    well as the boards. Approach A takes the

    right-of-use

    asset of a lease and amor-

    tizes it in a straight-line fashion, while

    Approach D lets the lessee allocate leasepayments evenly throughout the lease.

    The boards decision clarifies how to

    account for equipment leases and real es-

    tate leases: equipment leases should fall

    under the right-of-use approach, and real

    estate leases should fall under the whole-

    contract method. In earlier discussions

    at the joint board meeting,

    FASB originally opted for atwo-method model and the

    IASB favored a one-method

    model. But after a second

    vote, both boards agreed on

    the dual approach.

    Several market partici-

    pants say they would wel-

    come the combination of

    the two approaches. I be-

    lieve it is the approach that

    will appeal to the greatest

    number of people affectedby the standard, says Dee

    Mirando-Gould, a former

    associate chief auditor with

    the Public Company Ac-

    counting Oversight Board and now direc-

    tor at MorganFranklin, a business consult-

    ing and technology solutions firm. The

    two-lease model is closer to the econom-

    ics of leases in that some leases transfer

    ownership rights [for which the whole-

    contract method is best], while others

    merely transfer a right of use, adds BillBosco, president of lease-accounting firm

    Leasing 101 and a member of a FASB/

    IASB working group that provides input

    to the boards.

    FASB and the IASB will publish a joint

    exposure draft on the topic in the fourth

    quarter of 2012. KATHLEEN HOFFELDER

    LEASING

    Two Ways about ItFASB and the IASB have agreed to allow two approaches toaccounting for lease expenses on the balance sheet.

    IN

    SEARCHOF THE

    NEXT

    BIG

    THING

    Is a percentage of your firms

    budget invested in pursuit of

    major innovations?

    How much of the innovation

    work is your firm doing?

    Yes No

    39% 61%

    Transformational

    Moderate

    Incremental

    44%

    24% 32%

    15%If yes, what percentage?

    I believe it is theapproach that willappeal to the greatest

    number of people af-fected by the standard.

    Dee Mirando-Gould,

    formerly of the PCAOB

    Source:

    Duke University/

    CFOMagazineGlobal Business

    Outlook Survey12 CFO| July/August 2012 | cfo.com

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    from last year.

    But not all is doom and

    gloom, according to Jim

    Morrison, CFO of plastics

    compounding firm Teknor

    Apex and chair of the

    AICPAs Business Indus-

    try Executive Committee.

    Morrison does not con-

    sider the 2-point drop thatdire, considering the index

    has dropped 9 to 10 points

    in some years. We might

    have been in a holding pat-

    tern for a while, but we are

    going to resume growth,

    Morrison says. It may not

    happen right away. Theres

    still optimism that over the next year, we

    will be on a growth pattern rather than a

    downward spiral. K.H.

    CFOs looking for a promotion

    may take heart from the latestannual survey of CEO succes-

    sion from consultancy Booz &

    Co. Last year, the percentage of top

    bosses who departed the worlds 2,500

    largest companies rose to 14.2%

    thats 355 CEOs who moved outfrom

    11.6% in 2010.

    The improved outlook for the econ-

    omy may be partly responsible for the

    acceleration in CEO turnover. Boards

    are increasingly seeking new leaders

    to help drive growth in a recoveringglobal economy, the survey authors

    write. But theres at least a hard bar-

    gain, if not a catch: the need to ride the

    upswing places a distinct burden on

    those newly elevated CEOs to prove

    More

    CEOs Go

    A majority of executives surveyed by

    the American Institute of Certified Public

    Accountants in the second quarter said

    their companies have enough cash or

    have increased their cash this year, but

    they remain reluctant to deploy it.Forty-three percent of the 1,250 senior

    executives in the AICPA Business and

    Industry Outlook Survey said their com-

    panies have about the right amount of

    cash currently, while 36% said cash as-

    sets have increased from the first quar-

    ter to the second quarter of 2012. Almost

    half of those surveyed were CFOs, while

    22% were controllers. Sixty-nine percent

    represented privately owned firms.

    But 24% of the total respondent base

    said they were hesitant to

    deploy their excess cash, an

    increase from 20% who felt

    that way last quarter. Only

    12% said they would actu-

    ally use it.The reluctance to spend

    cash may stem from an

    overall negative take on

    the economy. The AICPAs

    CPA Outlook Index dropped

    two points, to 67 from 69,

    from the first quarter of

    2012 to the second. Similar-

    ly, expectations for revenue, profit, and

    employment growth slid this quarter,

    though they were essentially unchanged

    Have Cash, Wont Spend

    24%of those surveyed

    said they were hesi-

    tant to deploy their

    excess cash, up from

    20% last quarter.

    themselves early in their

    tenure.

    Overall, 2.2% of CEOs

    lost their jobs because of

    merger-and-acquisition ac-

    tivity, 2.2% were forced out

    for other reasons, and the re-

    maining 9.8% planned their

    departures.

    Good news for CFOswith their eye on the CEO

    role: so-called insider CEOs,

    those promoted from with-

    in the firm rather than ap-

    pointed from outside, serve

    longer and, more important,

    create more value for share-

    holders. From 2009 to 2011,

    these CEOs firms outper-

    formed local market indexes by 4.4%,

    compared with 0.5% for external CEOs.

    The bad news: those insider promo-tions are harder to get. In 2011, 22% of

    CEOs were appointed from outside,

    compared with just 14% back in 2007.

    The Booz survey makes no mention

    of the role of CFOs in succession plan-

    ning. It does, however, carry advice to

    newly appointed CEOs from Andre-

    Michel Ballester, CEO of the Italian

    company Sorin Group: The first is-

    sue is to create a leadership team very

    quickly, making decisions on who are

    the keepers and who are the leavers in

    the first few weeks.

    And therein lies a warning: CFOswho dont get the top job themselves

    should quickly cement their relation-

    ship with the successful CEO candi-

    date. In fact, recent research by recruit-

    ing firm Korn/Ferry suggests that 28%

    of CFOs leave their company within

    two years of an external CEOs ap-

    pointment. If another internal candi-

    date gets the CEO role, there is only a

    10% chance the CFO will leave for new

    pastures. ANDREW SAWERS

    HUMAN CAPITAL

    CASH FLOW

    13cfo.com | July/August 2012 | CFO

    -0.6%

    -2%

    0

    2

    4

    6%

    Insider Outsider

    -1.3%

    3.9%

    5.1%

    3.6%

    2.2%

    4.4%

    0.5%

    09-1106-0803-0500-02

    Source: CEO Succession Report: 12thAnnual Global

    CEO Succession Study (Booz & Co.)

    The Insiders EdgeMedian shareholder returns of companies

    where the outgoing CEO had been promoted

    from within vs. recruited externally.

    The bad news: insiderpromotions are harderto get. In 2011, 22% of CEOswere appointed from out-side, up 8% from 2007.

    Thinkstock

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    Topline

    Even employees who have tra-

    ditional pensions will be work-

    ing longer than they planned

    and their bosses know it.In a recent survey con-

    ducted by CFO Research in

    collaboration with Prudential

    Financial, about 70% of senior

    finance executives said they

    believe their companies em-

    ployees will be forced to delay retirement because of insufficient

    savings. (CFO Research and Prudential conducted similar surveys in

    2009 and 2010.) The 186 finance executives surveyed work at large

    and midsize companies, all with defined-benefit (DB) pension plans

    with assets of at least $250 million. Employers also said that employ-

    ee benefits are critical to attracting and retaining talent, with three-quarters agreeing that employee satisfaction with benefits is impor-

    tant to the success of their company.

    So whats a CFO to do? The survey suggests that finance execu-

    tives are exploring new ways to manage those financial risks that

    pose threats to both a companys bottom line and an employees

    nest egg. This years survey found an increase in the percentage of

    companies likely to transfer DB plan risk to a third-party insurer.

    Because pension plans are guaranteed, employers have to pay extra

    if the investments underperform. With that in mind, we are fig-

    uring out a way to move future risks off of our companys balance

    sheet, said the CFO of a health-care company. While only 5% of

    respondents had transferred DB plan risk to a third-party insurer,43% said they were likely to do so within two years, up from 30%

    in 2010.

    Finance executives in the study also said they will explore prod-

    ucts that can dampen the markets volatility and encourage employ-

    ees to keep their own investments in defined-contribution plans

    intact. These executives are becoming more interested in exploring

    how using strategies such as target-date funds, stable-value prod-

    ucts, and guaranteed-income products might help bolster employee

    retirement investments. JOSH HYATT AND DAVID OWENS

    RETIREMENT PLANS

    To download the report, The Future of Retirement and

    Employee Benefits, go to www.cfo.com/research

    Retirement:

    A Recalculated Risk

    If you would like to submit a question to Bill

    MrExcel Jelen, go to CFOs Spreadsheet

    Community Center at www.cfo.com/spreadsheets.

    A RefreshingChangeQ: Ive discovered that

    some of the underlying

    data in my pivot table is

    wrong. After I correct a

    number, the pivot table

    does not appear to include

    the change. Why does thishappen, and how do I hold

    on to my updates?

    A: There is an important concept to understand

    about pivot tables: When you create a pivot

    table, all the data is loaded into memory to allow

    it to calculate quick-

    ly. Changing the

    data on the original

    worksheet does not

    automatically up-

    date the pivot table.

    You need to se-

    lect a cell in the

    pivot table. The Piv-

    otTable ribbon tabs will appear. On the Options

    tab, click the Refresh icon to recalculate the pivot

    table from the worksheet data (see Figure 1). The

    result should be that the pivot table is updated.

    One word of caution: Making changes to the

    underlying data could cause the table to grow.

    For example, if you reclassify some records from

    the East region to the Southeast region, be awarethat clicking the Refresh button will cause the

    table to grow by one column. If there happens to

    be other data in that column, Excel will warn you

    and ask if it is okay to overwrite those cells.

    AskMrExcel

    Bill Jelen

    Figure #1

    AnticipatingDelaysMore than

    two-thirds ofCFOs expectemployees tohave to putoff retirement.

    0%

    20

    40

    60

    80%

    Dont KnowNoYes

    14%17%

    69%

    14 CFO| July/August 2012 | cfo.com Thinkstock

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    Wind-project developers or solar-

    facility owners typically have tax-eq-

    uity partnerships with large-companyinvestors such as Google or Chevron,

    where both sides benefit: the develop-

    ers get necessary capital and the inves-

    tors get big tax write-offs. Corporate

    investors in wind, geothermal, and bio-

    energy projects are currently eligible

    for the production tax credit (PTC),

    which provides an income-tax credit

    of 2.2 cents per kilowatt hour for up

    to the first 10 years a facility is open.

    They can also take the investment tax

    credit (ITC), a one-time tax break of30% on their investments, or an equiv-

    alent cash payment from the U.S. Trea-

    sury Department.

    But sooner or later, that could all

    change. The PTC for wind projects,

    which companies can exchange for a

    cash grant, is set to expire at the end

    of this year, while the geothermal and

    other bioenergy PTCs expire at the

    end of 2013. Treasurys 1603 grant,

    which provides cash payments worth

    30% of the total cost of a renewableproject, is also phasing out. Named

    after Section 1603 of the American

    Recovery and Reinvestment Act of

    2009, the grant is now available only

    to projects that began construction in

    2011. Solar ITCs, meanwhile, are set to

    expire in 2016.

    The uncertainty surrounding the

    renewable-project market is already

    slowing project development. Some

    participants are hopeful that Congress

    will extend the credits at the 11thhour,

    but typically, when lawmakers do re-

    new these credits, they tend to extendthem for no more than a year or two.

    Demand for tax-equity financing

    already exceeds the supply of funds

    available. Only $3.6 billion in tax-equity

    funds will be available for renewable-

    energy projects in 2012, but the demand

    for renewable-project financing in 2011

    was $7.5 billion, according to an Ameri-

    can Council on Renewable Energy

    survey last year. That source of capi-

    If long-standing renewable-energy credits expire as

    scheduled starting this year, companies that have

    taken advantage of those hefty tax breaks for wind and solar

    financing will have to consider new alternatives.

    Renewed Concerns

    About RenewablesKey tax credits for investments in renewable-energy projects couldsoon begin to expire. By Kathleen Hoffelder

    Ferran Traite Soler

    ACCOUNTING

    & TAX

    tal that is helping the industry grow

    is going to slow down if those incen-

    tives are not there, says Brent Stahl,

    principal and partner at law firm Stahl,

    Bernal & Davies. In fact, thats already

    happening, as only those wind projects

    already under way are

    still receiving the tax

    credits.Investors have

    been lured to the

    projects in the past

    few years, when the

    tax savings increased

    dramatically. The

    cash-on-cash return

    that a firm is paying

    a tax-equity investor

    may be 3%, but in sub-

    stance the tax-equity

    investor is earning avery high return be-

    cause its using these

    tax attributes to shel-

    ter or reduce the tax

    burden on [its] other

    income, says Mark

    Regante, a partner at

    law firm Milbank, Tweed, Hadley &

    McCloy. In the case of accelerated-

    depreciation deductions, the benefit is

    like an interest-free loan from the gov-

    ernment.

    Before the recession, investors in

    solar facilities were earning a 6% to

    8% aftertax internal rate of return;

    The uncertainty surrounding the

    renewable-project market is already

    slowing project development. Some

    are hopeful that Congress will extendthe tax credits at the 11thhour.

    15cfo.com | July/August 2012 | CFO

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    The Most Respected Companies

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    Thinkstock

    The Second-

    Greatest RiskCFOs of multinationalcompanies rank transfer-pricing risk just behindglobal compliance.

    Multinational CFOs are increasing-

    ly looking to avoid the double taxa-tion that can occur from manufactur-

    ing a product in one jurisdiction and

    selling it in another. Transfer pricing,

    the movement of goods and services in

    order to allocate profits, has become

    a high-ranking concern for finance

    chiefs of multinational companies, ac-

    cording to a survey by Alvarez & Mar-

    sal Taxand.

    Thirty percent of the 60 large-

    company senior finance executives

    surveyed ranked transfer pricing astheir greatest risk, just behind global

    compliance, at 32%. Transfer pricing

    now they can reap an IRR

    of more than 10% on the

    renewable deals. If the tax

    credits expire, however,

    other alternatives for in-

    vesting in renewable proj-ects could become more

    popular. For example,

    market participants have

    started to discuss a master

    limited partnership as a fi-

    nancing vehicle, similar to

    the model for pipeline busi-

    nesses, says Stahl. The con-

    cept would be a first for the

    renewables sector.

    Already-existing tax-

    was also the second-highest risk for

    the respondents from 158 smaller com-

    panies with less than $1 billion in an-

    nual revenue, with 20% saying transfer

    pricing was their greatest risk, com-

    pared with 23% who named global

    compliance.

    Once something goes wrong in

    the transfer-pricing area, it becomes a

    huge controversy very quickly, espe-cially if there are two countries in-

    volved, says Kent Wisner, managing

    director of international tax at A&M

    Taxand. Even in a lower tax jurisdic-

    tion like Ireland, they need tax revenue

    just like the United States does.

    Staying one step ahead of the tax

    penalties that may accompany trade

    distortions involving tangible or in-

    tangible assets, for example, is a key

    concern of businesses today. The risks

    become more pronounced as merger-and-acquisition activity picks up.

    Once a physical transfer-pricing

    equity structures could

    also draw new interest.

    Sale-leaseback structures,

    where a developer sells

    a project to an investor,

    could prove useful for in-vestors with short-term

    horizons. And inverted-

    lease structures that let

    an investor lease a proj-

    ect directly from a devel-

    oper could also become

    more popular, say market

    participants. Similarly,

    accelerated-depreciation

    federal-tax incentives, in-

    cluding credits for solar-

    project investments that extend over

    a five-year period, are not expiring yet

    and could be more appealing with the

    traditional credits going away, Stahl

    says. So far, relatively few companies

    have taken advantage of these incen-tives.

    Interest in these alternatives varies

    by market. The wind sector may need

    more investor support, but the solar

    industry is better equipped to stand

    on its own because of its retail appeal,

    says Milbanks Regante. There are

    more tax-equity investors in the solar

    market now than a year ago, he says,

    and developers are finding ways to get

    their projects financed. CFO

    $7.5billionDemand forrenewable-energy

    project financingin 2011

    $3.6billionTax-equity financ-ing available forrenewable-energyprojects in 2012

    Source: American Council

    on Renewable Energy

    FINANCING

    SHORTFALL

    structure is in place at a company,

    however, keeping it operating often

    becomes less of a burden to financial

    executives, according to A&M Tax-

    ands survey. Only 7% of the largest-

    company executives surveyed saw

    transfer pricing as a burden to their

    ongoing operations. The survey in-

    cluded responses from more than 300

    financial executives, with more than70% representing smaller companies.

    K.H.

    Even ina lower taxjurisdic-tion likeIreland,they needtax revenue

    just like the U.S. does.

    Kent Wisner, A&M Taxand

    THOSE LOVELY INTANGIBLES

    The fact is that it is simply very difficult to identify or measure intangible

    assets. High market-to-book ratios may provide indications of their existence

    and value. However, after the excesses of the dot-com bubble, there is under-

    standable reluctance to record them on the balance sheet.

    Hans Hoogervorst,IASB chairman, in a June 20 speech

    Verbatium

    ACCOUNTING & TAX

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    Finding Life after DebtAn acquisition saves a software company from crushing leverage. By Vincent Ryan

    Miguel Davilla/theispot

    CAPITAL

    MARKETS

    approaching 10 times was off the ta-ble, says Samuelson.

    By December 2010, Infor had a new

    management team and profits were

    growing again. But that didnt solve

    the capital-structure problem: Infor

    was still more than nine times lever-

    aged. The company considered sev-

    eral options for right-sizing its capital

    structure and chose one true to its his-

    tory: acquire a company that Infor and

    Golden Gate could overequitize and

    combine with Infor to bring leveragelevels down, Samuelson says.

    Lawson to the Rescue

    Publicly held Lawson Software, with

    $800 million in revenues, had the scale

    to help fix Infors capital structure. But

    a take-private transaction for Lawson

    still would not have brought Infors le-

    verage down to a level that was palat-

    able in the capital markets, says Sam-

    uelson. And as the company was tryingto close the deal in 2011, the earthquake

    in Japanese occurred and the euro-

    zone crisis flared up, making the debt

    markets difficult again.

    As a result, Golden Gate Capital

    financed the $2 billion Lawson unso-

    licited takeover separately and kept

    the company a stand-alone entity. But

    the PE firm eventually combined the

    companies this year, after it and Sum-

    mit Partners kicked in $1 billion of new

    equity. Infor used $600 million of thatsum to pay down debt. At the same

    time, Infor obtained a $3.4 billion first-

    lien bank loan and raised $1.9 billion

    in a public bond issue, one of the larg-

    est post-credit-crunch refinancings in

    high tech.

    Those transactions lowered the le-

    verage of the combined Infor-Lawson

    to 6.5 times EBITDA. The addition of

    Lawsons cash flow also helped. Infor

    Acquisitions have killed many companies, but Informay be one of the few saved by one. Leveraged to the

    hilt two years ago, the company, which makes enterprise-

    resource-planning software, has returned from the brink of

    a major restructuring. A merger with fellow ERP software

    recalls Samuelson; the debt was in-

    credibly inexpensive, and we could get

    as much as we wanted. So Infor went

    from financing acquisitions almost en-

    tirely with equity to a more tradition-

    al leveraged-buyout-type capital struc-

    ture, he says.The companys pro forma lever-

    age after the 2006 deals was 6.5 times

    EBITDA (earnings before interest,

    taxes, depreciation, and amortization).

    Then the economy nose-dived, and

    Infor suffered large declines in EBIT-

    DA and profits, pushing its leverage to

    10 times EBITDA. Although servicing

    debt was never an issue, the ability

    to refinance debt certainly at anything

    vendor Lawson Software, combined

    with an injection of equity capital, was

    the key factor in Infors revival.

    I think a lot of people thought

    the endgame would be bankruptcy or

    some kind of negotiated restructuring

    with existing lenders, says Infor CFOKevin Samuelson. But Infor avoided

    that outcome.

    How did Infor get so deep into

    debt? In 2006, it was a four-year-old

    company owned by private-equity firm

    Golden Gate Capital and humming

    along at a good clip. But that year it

    spent $2.5 billion on acquisitions in a

    short period of time. The credit mar-

    kets had opened up to software firms,

    18 CFO| July/August 2012 | cfo.com

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    READ CFOMAGAZINE

    YOURWAY.

    Scan this code with your smartphone ortablet to download the mobile app now

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    INTRODUCING TWO NEW WAYSTO READ CFOMAGAZINE.In addition to print and online, you can now download the free digital edition, and havean exact replica of CFOmagazine delivered right to your inbox or tablet device. Subscribe

    online atwww.cfo.com/subscribe.Plus, you can download the new CFO mobile appforeasy reading on your mobile device. Simply visit your mobile app store on your iPhone,Androidor other mobile device to download. Best of all, CFO magazine remains free ofcharge for finance executives.

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    Stephen Webster

    now has a window of six years be-

    fore any meaningful maturities and

    $350 million to $400 million of free

    cash flow after debt service. The com-

    pany is now looking to spend heavily

    in international markets in the next 18months, and going public is also on its

    radar screen. With the proceeds of an

    [initial public offering], we could pay

    down debt and get to a more normal-

    ized public-company debt level, says

    Samuelson. For Infor, at least, there is

    life after debt. CFO

    Private EquitysPicky AppetitePE firms are craving

    service and health-caretargets, accordingto a new survey.

    Private-equity firms have been

    choosy investors this year, express-

    ing a preference for service and health-

    care companies for potential takeovers

    and greater portfolio exposure. Ac-

    cording to financial sponsors, both in-

    dustries will provide superior value in

    the current economic climate.

    The second-quarter Rothstein Kass/CFOMidsize Private-Equity Firm Ba-

    rometer surveyed PE firms with assets

    of $150 million to $1 billion and found

    that 52% of deals these firms completed

    so far in 2012 were in the service sector.

    Health care, including pharmaceuticals

    and biotech, came in second, at 31%.

    A substantial chunk of the 85 PEfirms polled said they were weighing

    service-industry deals, particularly

    in the IT services, financial services,

    and insurance subsectors. When asked

    about catalysts for service-sector value

    creation, 41% of survey participants

    said service firms will get a lift from

    the recovering economy this year. The

    service sector is also offering reason-

    able valuations and plentiful deal op-

    portunities, participants said.

    On the health-care front, a major-ity of the PE managers (61%) said they

    had either increased their holdings in

    health care, were weighing deals, or

    were investigating future investment.

    By subsector, 34% of those surveyed

    cited instruments and supply compa-

    nies as targets; about 28%, diagnostics;

    just under 24%, home health care; and

    about 22%, appliances and equipment.

    The PE managers surveyed were

    mostly unified about what will spur

    value creation in health care: the agingpopulace. Health care is rapidly evolv-

    ing, with advances in everything from

    cancer-fighting drugs to noninvasive

    diagnostics and health-care analytics,

    says Jeff Somers, a principal in the

    private-equity group practice at Roth-

    stein Kass. These diverse and innova-

    tive companies offer a wealth of op-

    portunities to PE firms looking to take

    nascent technologies to the next level.

    Of course, by focusing too much on

    services and health care, PE firms couldsow the seeds of lower returns. Somers

    warns that a clustering of deals in

    BIG DOGS IN DERIVATIVES

    Six financial-services firms account for

    an excess of 75% of derivative assetsand

    liabilities carried on the balance sheets

    of a cross-industry sample of 100 U.S.

    companies, according to Fitch Ratings.

    The firms are JPMorgan

    Chase, Bank of America,

    Goldman Sachs, Citi-

    group, Morgan Stanley,

    and Wells Fargo.

    The notional amount

    of all derivatives held

    by the 100 companies

    was about $300 trillion

    at year-end 2011.

    Editors

    Choice

    services or health care could have an

    impact on deal flow and valuations.While PE firms are optimistic about

    opportunities, the deals in front of

    them obviously havent been com-

    pelling enough to move them off the

    M&A sidelines. The vast majority of

    the 85 funds in the Rothstein Kass

    survey have closed one or no deals to

    date in 2012. Thirty-five percent have

    closed two to three deals, and 11% have

    done four to five transactions.

    Rothstein Kass, a provider of pro-

    fessional services to alternative invest-ment firms, polls PE fund managers

    quarterly. V.R.

    CAPITAL MARKETS

    Source: Second-quarter Rothstein Kass/CFO

    Midsize Private-Equity Firm Barometer

    Top three reasons service companies

    will provide value in 2012

    Lift from

    improving

    economy

    Reasonable

    valuations

    Plentiful

    opportuni-

    ties to do

    deals

    0%

    20

    40

    60

    80%

    41% 38% 33%

    Top three reasons health-care

    companies will provide value in 2012

    Aging

    populace

    Innovation in

    drugs, treat-

    ment, or

    diagnostics

    Health-care

    legislation

    0%

    20

    40

    60

    80%66%

    33%22%

    Where the Deals ArePE firms say service andhealth-care companies are thebest bets for 2012.

    20 CFO| July/August 2012 | cfo.com

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    Now, Lipschitz is hoping his win-

    ning streak will continue at Make

    Meaning, a start-up experiential re-

    tail chain where he is finance chief. At

    Make Meaning stores, customers de-

    sign, decorate, and make the productsthey buy, whether candles, jewelry,

    stationery, soap, or other crafts.

    Experiential retail, says Lipschitz,

    draws customers to stores by provid-

    ing a hands-on, interactive experience

    that they cant get elsewhere, includ-

    ing (and especially) the Internet. The

    idea isnt new; many chains have in-

    corporated experiential retail into

    their stores for years. Customers at

    L.L. Beans flagship store in Freeport,

    Maine, can take kayaking, archery, and

    fishing classes. Children marvel at the

    lifesize toy soldiers and giant floor pi-

    ano at the FAO Schwarz store on Fifth

    Avenue in Manhattan. Other chainsoffering experiential retail include

    American Girl, Lego, and Apple.

    But Make Meaning is taking the idea

    a step further. Although its stores do

    sell cards, candy, and other products

    for children, most of its business comes

    from customers crafting their way to

    the cash registerwhether putting

    decorations on cakes, brushing paint

    onto ceramics, or melting wax into can-

    dles. And thats the whole point.

    There is a big difference between

    doing something for the experience,

    which really is kind of the pottery-

    store model, versus doing something

    with a commerce objective in mind,

    and basically letting you personalize

    your product, says Sucharita Mul-

    puru, retail analyst at Forrester. It

    sounds like these guys are about activ-ity first and commerce after.

    Crafting a New Business

    Since its launch less than two years

    ago, Make Meaning has opened four

    storesin Manhattan; Scottsdale, Ari-

    zona; and Dedham, Massachusetts, a

    Boston suburb. So far it has seen more

    than 300,000 visitors, and 12,000 peo-

    ple have signed on as members, at an

    annual cost of $36 for individuals and$149 for families. The firm now has

    about 200 employees, and though Lip-

    schitz wouldnt disclose sales numbers,

    he says they have

    exceeded manage-

    ments expecta-

    tions.

    Like all growing

    companies, Make

    Meaning has had to take risks. One of

    the biggest: offering so many activities,

    each requiring niche expertise, un-der one roof. To keep things operating

    smoothly, the company has hired top-

    tier consultants, such as Elisa Strauss of

    Confetti Cakes, a well-known Manhat-

    tan bakery. Make Meaning is also staff-

    ing its corporate office with entertain-

    ment-industry experts, including vice

    president of operations Don Watson,

    who held the same title at the House of

    Blues chain of music clubs.

    When Wayne Lipschitz was controller of Wolfgang

    Puck Worldwide, the firm grew from 12 units to more

    than 20. As controller of The Cheesecake Factory, he helped

    the chain grow from 19 restaurants to over 40. And during

    his time there as CFO, the Coffee Bean & Tea Leaf chain

    grew from fewer than 100 stores to more than double that.

    Images courtesy of Make Meaning

    GROWTH

    COMPANIES

    Hands-On GrowthThe finance chief of Make Meaning says the start-up has what it takes to

    bring customers through the door. Can it keep them coming back?

    By Marielle Segarra

    Visitors decorate

    cakes and watch

    their candles

    cool at a Make

    Meaning store.

    21cfo.com | July/August 2012 | CFO

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    Most Fortune100 companies have substantial formal

    programs for educating their top finance talent, and

    Dell is no exception. But the Round Rock, Texas-based

    computer giant may have a slight edge, thanks in part to its

    use of a simple tactic.

    Bloomberg/Getty Images

    HUMAN

    CAPITAL

    Training at Dell:Here, There, and EverywhereThe computer giants financial-education programs rely on a mix of long-distance

    and local learning. By David McCann

    I dont know of anoth-

    er company that combines

    the two approaches, says

    Tom Conine, founder of

    TRI Corp., which helps

    large companies design,develop, and implement

    financial-education pro-

    grams (Dell is a client). Going for-

    ward, decision-makers have to be able

    to work both virtually and face-to-

    face, and the team dynamics of the two

    are very different, says Conine. He

    credits the dual approach to Dell CFO

    Brian Gladden and Alicia Davis, the

    companys director of global finance

    learning and development.

    The approach supports three edu-

    cation programs, geared toward fi-

    nance professionals with varying lev-

    els of experience. In addition to the

    FDP, there is the Financial Rotation

    Program (FRP), for top talent with 5

    to 7 years experience, and the Global

    Financial Excellence Program (GFEP),generally for those with 10 to 12 years

    experience who have just received or

    are about to receive their first execu-

    tive appointments.

    Learning ThroughSimulationsDells educational effort began in 2009,

    though the programs are still consid-

    ered new in the companys culture.

    These are contemporary programs

    that deal with the realities of today,says Gladden. To that end, all three

    programs feature simulations, in which

    participants form teams that make

    business decisions for hypothetical

    companies.

    The simulations in-

    crease in complexity from

    one program level to the

    next. They require partici-

    pants to make decisions rel-

    ative to the entire business,

    about pricing, production,cost, new products, market

    direction, and more. Simu-

    lations are effective because you learn

    by doing, observes Conine. When

    you do that, you make mistakes that

    you learn a lot from. The simulations

    are also competitive, and most finan-

    cial people thrive around that.

    The simulations force participants

    to work under four different types of

    These are contem-porary programs

    that deal with therealities of today.

    Brian Gladden,

    CFO of Dell

    Almost all companies of Dells size

    are globalized, and most try to homog-

    enize their training programs as much

    as possible. They generally educate

    their employees in one of two ways:

    either virtually via the Internet or inclassrooms scattered around the world.

    Dell, however, uses both of those meth-

    ods. For example, for the third and

    fourth semesters of the companys Fi-

    nancial Development Program (FDP),

    a two-year program for high-potential

    recent college graduates and under-

    graduate interns, teams work virtually

    for several weeks and then convene for

    a week in Austin, Texas.

    23cfo.com | July/August 2012 | CFO

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    stress. They have to deal with time

    pressure, limited information, scarce

    resources, and divergent opinions from

    teammates. When you mix those ele-

    ments together, observes Conine, it

    makes for real-world decision makingunder conditions of uncertainty. The

    simulator runs the various decisions

    made through an econometric model

    and spits out hard-number results.

    In addition to the simulations, the

    FDP calls for participants to rotate

    among roles that include segment and

    operating-expense analysis, intercom-

    pany accounting, cash-management

    analysis, pricing, corporate planning,

    competitive analysis, financial services,

    credit analysis, external reporting, bud-geting and forecasting, and logistics.

    About 50 employees are enrolled

    each year in the entry-level FDP,

    which lasts two years. FDP graduates

    branch off to internal audit or finance

    roles. Within three years, they are eli-

    gible for consideration in the Financial

    Rotation Program. That lasts for three

    years, with three different one-year as-

    signments, many outside participants

    home countries. Roles include investor

    relations, assistant controllership, pro-curement (where a person would be an

    analyst for a commodity buyer), opex

    roles such as supporting the marketing

    budget, financial planning and analy-

    sis, treasury, foreign exchange, and

    cash management.

    There is also a tax role, which Davis

    calls relatively unique to our rotation,

    to understand not necessarily how to

    do an accrual but how value-added tax

    or transfer pricing works. Participants

    dont necessarily choose which assign-ments they get, she adds, but they can

    express a preference.

    Thinkstock

    IT PAYS TO BE PUBLIC

    Three out of four CFOs (74%) received a raise in 2011, according to a survey

    by Grant Thornton and the Financial Executives Research Foundation.

    The average salary increase was 4%, compared with 3% in 2010. Public-

    company CFOs received an average base salary of $286,500 last year, versus

    $197,400 for private-company finance chiefs.

    Editors

    Choice

    tion to certain nonfinancial-employee

    groups. People from marketing, sales,research and development, and infor-

    mation technology will take four mod-

    ules built around the income statement,

    the balance sheet, factors affecting

    profitability, and key financial ratios.

    As a result of the programs, Dell is

    now more consistently focused on a

    core set of operational financial tools,

    says Gladden. A good example is in-

    come variance, driving a consistent set

    of tools across the firm to measure the

    results of our business units, he says.Can the return on Dells investment

    in the educational programs be quanti-

    fied? Gladden says they pay for them-

    selves through less reliance on recruit-

    ers to find talent. Since he came to Dell

    as CFO in 2008, Gladden has tried to

    instill in his top staff the mind-set that

    they are building a 25-year career at

    the company, rather than just joining

    to get a certain set of experiences to

    make you more attractive in the ex-

    ternal market, he says. This is aboutdeveloping a culture and leadership

    capabilities for the long term. CFO

    Studying

    Financial ExcellenceAt the third program level, the Global

    Financial Excellence Program, partici-

    pants do benchmarking work at other

    companies, which are selected based

    on their reputation for maintaining

    best practices. The Dell employees

    work with the CFO and finance staff to

    understand how the issues those com-

    panies are dealing with relate to Dell.

    In turn, those companies send finance

    staffers to Dell for similar learning.

    The GFEP participants also work ona team project; they deliver the results

    to Dell chairman and CEO Michael

    Dell. Last years project focused on

    purpose-driven companiesthose

    companies that execute against strate-

    gies that are clear, concise, and brand-

    ed. Key take-aways included how ev-

    ery team member lives the brand at

    Coca-Cola, how the business-integra-

    tion processes at Stanley Works func-

    tion, and how executives are involved

    in recruiting at Goldman Sachs.Meanwhile, Dell is developing a

    program to provide financial educa-

    EDUCATING DELL

    Financial training at Dell comes in three parts.

    FINANCIAL DEVELOPMENT PROGRAM.Two-year entry-level program for

    high-potential recent college graduates and undergraduate interns.

    Areas covered include segment and operating-expense analysis,

    intercompany accounting, cash-management analysis, pricing, credit

    analysis,external reporting, and logistics.

    FINANCIAL ROTATION PROGRAM.Three-year program for top employees

    with 5 to 7 years experience. Consists of three one-year assignments,often outside participants home countries. Areas covered include in-

    vestor relations, assistant controllership, procurement,

    financial planning and analysis, treasury, and foreign exchange.

    GLOBAL FINANCIAL EXCELLENCE PROGRAM.For employees with 10 to

    12 years experience who have received (or are close to receiving)

    their first executive appointments. Participants visit best-practices

    companies to see how their CFOs and finance teams handle various

    issues.

    1.

    3.

    2.

    24 CFO| July/August 2012 | cfo.com

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    Thats what experts are saying

    about a trading loss that knocked more

    than $20 billion off the banks market

    value, sparked probes by the Justice

    Department and the Securities and

    Exchange Commission, forced cred-

    it-rating agencies to issue negative

    outlooks for the bank, and turned thespotlight on a bank unit that was set up

    to invest excess deposits but also gen-

    erate a sizable profit.

    According to JPMorgan, the banks

    chief investment office was invest-

    ing in a benchmark for credit-default

    swaps designed to mitigate the banks

    overall credit exposure, especially the

    possibility of higher interest rates and

    inflation. But the hedge was risky in

    itself, and the positions in derivatives

    were so large that they distorted the

    market, experts say.

    JPMorgan also may have failed to

    fully understand its exposure because

    it was relying too heavily on value at

    risk (VaR), a common risk model that

    estimates the potential loss in value ofa risky asset or portfolio over a certain

    number of trading days.

    In May, JPMorgan stated that the

    trading positionsreportedly on a se-

    ries of the 10-year Markit CDX North

    American Investment Grade index

    were riskier, more volatile, and less

    effective as an economic hedge than

    the firm previously believed. JPMor-

    gan CEO Jamie Dimon admitted that

    they were flawed, complex, poorly

    reviewed, poorly executed, and poorly

    monitored. Later that month at the

    banks annual shareholder meeting in

    Tampa, Dimon added that he couldnt

    justify the mistake.

    Improper from the Start

    It screamed improper credit-risk

    management to us from the very be-ginning, says Matthew Streeter, a

    product manager at FINCAD, speaking

    of when he heard about the incident.

    (FINCAD is a developer of derivatives

    risk-management software.)For one thing, the credit-index bets

    introduced secondary risk exposures

    that JPMorgan executives apparently

    didnt take into account, says Streeter.

    A key question to ask about hedging,

    he says, is whether a hedge exposes

    the insured to risk above and beyond

    the risk the hedge is supposed to miti-

    gate.

    For another, the trades JPMorgan

    was making were so large that they

    were moving the market for the hedg-ing instrument, concentrating a lot

    of risk on one side of the trade. Any

    hedge on a $650 billion book will abso-

    lutely drive the market, Streeter says.

    Also, JPMorgans chief investment

    office was doing what Streeter calls

    speculative hedging: hedging with

    the intention of making a profit. As

    Ryan Gibbons, managing partner of

    GPS Capital Markets, told CFOtwo

    The $2 billion trading loss at JPMorgan Chase that

    came to light in May stemmed from fundamental mis-

    takes by risk managersin particular, the belief that a hedge

    on credit exposures could both reduce the banks risk and

    earn billions of dollars at the same time.

    The Hedge That WasntJPMorgan Chases $2 billion trading miscue is a costly lesson in how not to protect

    against potential losses. By Vincent Ryan

    Jim Lo Scalzo/EPA /Landov

    RISK

    MANAGEMENT

    The trading positions JPMorgan

    Chase took were flawed, complex,poorly reviewed, poorly executed,and poorly monitored, according tothe firms CEO, Jamie Dimon.

    26 CFO| July/August 2012 | cfo.com

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    years ago, big gains and losses from

    hedging spell trouble (see Seven Pil-

    lars of Hedging Wisdom, CFO.com).

    When companies make money from

    hedging, they tend to forget what their

    core businesses are, said Gibbons. Atthe high point of the chief investment

    offices performance, in 2009, it man-

    aged nearly 17% of the banks assets

    and generated $3.1 billion in yearly

    income.

    But a former finance chief at JPMor-

    gan takes the stand that hedging is in-

    herently risky, and that if the firm was

    taking a risk, it should have expected

    to get paid for it. Who says you dont

    earn money on a hedge? Dina Dublon,

    finance chief of JPMorgan Chase from1998 to 2004, asked CFOin May. The

    only time hedging is not risk-taking is

    when you sell the position you are try-

    ing to hedge; anything else, youre tak-

    ing risk.

    Dublon said JPMorgans chief in-

    vestment office was not a separate

    entity when she was finance chief, but

    was housed within the banks treasury

    function. Whether or not her finance

    department hedged credit risk depend-

    ed on the price of the hedge, she said.Sometimes you do, sometimes you

    dont.

    What Value at Risk?

    When JPMorgan revealed the loss on

    May 10, it said its risk measure had

    underestimated the portfolios volatil-

    ity. In the first quarter, JPMorgan was

    monitoring its positions using a newVaR model, which was indicating the

    chief investment office unit value at

    risk was $67 million. But JPMorgan

    scrapped that model and returned to

    an older version once the loss was dis-

    covered. It restated the VaR for its first

    quarter as $129 million.

    A VaR of $67 million at a 95% con-

    fidence level implies the [chief invest-

    ment office] should not incur losses of

    more than $67 million on more than

    three business days during the quar-ter, wrote CreditSights analyst David

    Hendler in a report. But the restate-

    ment meant that the office may have

    incurred losses in excess of $129 mil-

    lion on three days. Hendler concluded

    that the losses put in question not only

    the accuracy of JPMorgans VaR mod-

    els but also the data being input into

    those models.

    A March 2008 report by a group

    of senior global-banking regulators,

    Observations on Risk ManagementPractices During the Recent Market

    Turbulence, noted that many banks

    used VaR, but did so in conjunction

    with notional limits, stress tests, and

    forward-looking scenario analysis.

    Firms that avoided significant un-

    expected losses used a wide range of

    risk measures to discuss and challenge

    views on credit and market risk, said

    the report.

    Despite all the tools available, regu-

    lators and large, complex banking or-ganizations face a tough task in judging

    the riskiness of many nontraditional

    commercial-banking activities, testi-

    fied Federal Deposit Insurance Corp.

    vice chair Thomas Hoenig to a Senate

    committee in May. Trading and mar-

    ket-making are high-frequency activi-ties that can take place between [regu-

    lator] exams with little evidence that

    they ever occurred, he stated; moni-

    toring trading on a high-frequency

    basis would be costly for banks and

    regulators.

    Hoenig is proposing a strict divi-

    sion of some of the banking functions

    conducted by the big universal banks

    like JPMorgan. Under his proposal,

    commercial banks would be allowed

    to perform some investment-bankingactivities but would be prevented from

    making markets in derivatives or secu-

    rities and trading securities or deriva-

    tives for their own account or a cus-

    tomers.

    But there is little enthusiasm on

    Wall Street for such an arrangement.

    Asked by a Senate committee in June

    to comment about whether the Dodd-

    Frank Acts so-called Volcker Rule,

    which would limit banks proprietary

    trading, could have prevented JPMor-gans loss, CEO Dimon replied that the

    rule was unnecessary. CFO

    Thinkstock

    ESSENTIAL KNOWLEDGE

    What skill sets do risk managers need? An intimate knowledge of the

    business and industry (cited by 67%of respondents) and a strategic

    view of risk and risk managements role (64%) above all, according to

    a February survey of C-suite members by the Risk and Insurance

    Management Society and Marsh. Only 25%cited insurance knowledge.

    Editors

    Choice

    The Real VaR Steps UpAverage value at risk

    at JPMorgan Chases chief

    investment office

    Source: SEC filings

    RestatedMay 10

    Reported

    April 13

    $0

    30

    60

    90

    120

    $150

    1Q12

    4Q11

    3Q11

    2Q11

    1Q11

    $129

    $67$69

    $48$51$60

    5In $ millions

    The FDICsHoenig wouldbar commer-cial banks fromtrading securi-

    ties or derivatives for theirown account.Thomas Hoenig, vice chair of the FDIC

    27cfo.com | July/August 2012 | CFO

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