Estate of Richard R. Simplot - Page 37




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          consideration to the Company's liabilities, cash, and nonoperating          
          assets (i.e., the Micron Technology stock).)  Mr. Much then                 
          averaged the values obtained under these two approaches and                 
          concluded that the appropriate enterprise value for J.R. Simplot            
          Co. as of the valuation date was $1,073,320,000.                            
               In using the market capitalization approach, Mr. Much examined         
          seven comparable public companies6 and concluded that J.R. Simplot          
          Co.'s "Food Division" (consisting of FPG, AG, and DPG) is similar           
          to the comparable companies in terms of revenues, total assets,             
          activity, and liquidity.  However, he concluded that the Food               
          Division was less profitable than the comparable companies and was          
          highly dependent upon McDonald's for a large portion of its annual          
          revenue, presenting a risk to which the comparable companies were           
          not exposed.  Applying the total invested capital (TIC) multiples           
          (including earnings before interest and taxes (EBIT) and earnings           
          before interest, taxes, depreciation, and amortization (EBITDA)),           
          Mr. Much determined the TIC value of J.R. Simplot Co.'s Food                
          Division to be $492,470,000.                                                
               Mr. Much performed a similar analysis with regard to J.R.              
          Simplot Co.'s Fertilizer Division (consisting of MCG), selecting            
          four public companies for comparison purposes (IMC Global, Inc.,            
          Potash Corp. of Saskatchewan, Inc., Terra Industries, Inc., and             
          Vigoro Corp.).  After comparing the quantitative factors of the             

               6    Mr. Much selected the following companies for                     
          comparison purposes:  ConAgra, Inc., Dean Foods Co., Flowers                
          Industries, Inc., Hormel Foods Corp., International Multifoods              
          Corp., Tyson Foods, Inc., and Universal Foods Corp.                         

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