Transforming Bertelsmann

to Compete Against Scale

B E R T E L S M A N N
media worldwide

Case Study of Andrej Vizjak

December, 2007
Content Page

0. Introduction 3

1. Industry Concentration And Bertelsmanns Scale Profile 4

2. Bertelsmanns Growth Profile 6

3. Bertelsmanns Growth Direction 8

4. Bertelsmanns Unique Growth Capabilities 11

5. Bertelsmanns Growth Path 13

6. Bertelsmanns Organization Design 14

7. Conclusion 18

Attachments: Business Unit Data 20

Sources and Disclaimer 30

2
0. Introduction

On January 1, 2008 Hartmut Ostrowski will take over the leadership of Bertelsmann as
the new Chairman & CEO. He will be the fourth CEO within a relative short period of
nine years.
Bertelsmann is a very traditional company with more than 180 years of tradition. Over
these years it has established the following unwritten CEO-election criteria and rules:
- recruiting entrepreneurs with a successful managerial track records;
- recruiting home-grown leaders, able to cope with the decentralized corporate culture
of the autonomous operating units;
- recruiting candidates from the Industry division at headquarters location in Gtersloh
(Germany);
- recruiting people who are able to serve at least 10 years before they have to retire
according to Bertelsmanns 60-years-of-age retirement rule.

Hartmut Ostrowski is according to the above presented criteria the most logical choice
for this job. But he will face a difficult and demanding managerial task, as Bertelsmann
is competing in a rapidly concentrating industry against the scale of much larger
competitors such as General Electric (in cooperation with Vivendi), SONY, Time Warner,
Walt Disney and many other big media newcomers from other industries such as IT
firms (e.g. Microsoft) or telecom operators (e.g. Vodafone).

The objective of our case study is to support Hartmut Ostrowski in defining the
appropriate transformation code for Bertelsmann to compete in the concentrating
global media industry.

Bertelsmann has already started with the preparation of the leadership change. This
reminds us of the leadership change in 1998, when Thomas Middelhoff developed a
very convincing strategy to beat Time Warner and to lead Bertelsmann from the position
of the third largest global media industry player to the number one position.
Unfortunately, he was replaced by the owner before he was able to implement his
strategy. In 2006 Bertelsmann is not among the top three global industry leaders
anymore not as a total company nor in any of its three vertical businesses (see
Attachment 1).
These three vertical businesses are:

a) Content (15,9 bn. $ revenues in 2006), including the following four business units:

b) Trade (3,4 bn. $ revenues in 2006) as business unit

c) Industry (6,1 bn. $ revenues in 2006) as business unit .

3
 1. Industry Concentration And Bertelsmanns Scale Profile

The media industry has been traditionally very fragmented. In 1982, when Mark
Wssner took over as CEO, the three global industry leaders had 6% of global market
share. In the 80s the first wave of mergers & acquisitions started to change this
industry, resulting in 18% global market share of the leading three companies by 1998:
Time Warner, Walt Disney and Bertelsmann.

amazon.com
Customers prefer individualised offers, yahoo.com
enabled by new IT and internet ebay.com
(segment-of-one) google.com
1. Consump- Internet aol.com (Time Warner Group)
tion Firms

Frag- Globali-
Music, video and printing Bertelsmann is the only
2. Value menta- zation Financial
can be digitized, privately-owned company
Chains tion Markets
eliminating traditional among the 10 players
steps in value chain
Conver-
gence

3. Media Indus-
Music downloads
Products tries
(e.g. Apple iPod) Electronics (e.g. Sony)
Computer games IT (e.g. Microsoft)
(e.g. Nintendo - WII) Telecom (e.g. NTT-Docomo)
Mobile phones and lap-tops enabled for Outsourcing Services (e.g. EDS)
media transmission

Exhibit 01: Driving forces of media industry concentration

Middelhoff took over leadership in 1998 in a situation where it was obvious that the
industry concentration would continue and pass 20% to reach the scale phase by 2000.
This is a phase in the development of each industry when global economies of scale
become the key success factor for further development.
Middelhoff identified three driving forces of further media industry concentration,
triggered by new internet and digitalization technologies: fragmentation, convergence
and globalization (see Exhibit 01).
a) Fragmentation
This first driver includes the fragmentation of consumption and the fragmentation of
value chains, both enabling global industry leaders to reach global economies of scale.
Fragmentation of consumption is changing customer behavior from local cultural
media communities to global interest clusters. Fragmentation of value chains is
changing the traditional industry segmentation according to media formats such as
press, newspapers, book publishers, producers of movies and TV/radio operators into a
vertical segmentation. This vertical segmentation distinguishes content developers from
format producers and retail trade. Due to the digitalization, content developers may

4
publish their content directly on the web (e.g. music producers) and eliminate the format
production (e.g. traditional CD production) and retail trade (e.g. traditional music stores).
This enables the global reach of large content publishers and the substitution of many
traditional media industry and media retail companies.

b) Convergence
The second challenge includes the convergence of media products and the
convergence of industries. Convergence of media products is related to lap-tops and
mobile phones, enabled for both data processing and media transmission. This trend
enables also specialized equipment for music downloads (e.g. Apples iPod) or
computer games (e.g. Nintendos wii or SONYs Playstation), linking electronic devices
to content. Convergence of industries describes the entry of large companies from
other industries (e.g. Sony from electronics, Microsoft from IT software or NTT-Docomo
from telecom industry) into the attractive media industry.

c) Globalization
This challenge includes the market entry of global internet firms and the globalization of
financial markets, financing new media ventures and internet firms.
Globalization of internet firms e.g. amazon.com, yahoo.com, ebay.com,
google.com, aol.com has changed the media landscape significantly since 1998.
Globalization of financial markets gives a growth opportunity to companies, listed on
the stock exchange. At the same time it is a disadvantage of Bertelsmann, which is
100% privately owned.
The described three industry challenges are today the reality. Although Middelhoff
understood them very early, other players as Time Warner, Walt Disney and GE/Vivendi
took advantage of them. In 2006 they have together already achieved a global media
industry market share of 23%, while Bertelsmann became a large industry follower (see
Exhibit 02).

106
85
28 GE/Vivendi
Bertels-
mann 19

61
34 Walt Disney
25
Bertelsmann 14

Walt Disney 21
41 44 Time Warner
Time Warner 26

% Sales of 1982 1998 2002 2006

Top 3
in Global 6% 18% 21% 23%
Market

Exhibit 02: Sales revenues of global media industry leaders (in billion US $)
5
 2. Bertelsmanns Growth Profile

October 31, 1998: An important milestone in the development of the at that time 174-
year-old company Bertelsmann. 540 leading managers of Bertelsmann from 50
countries gathered at the headquarter location in Gtersloh to express thanks to Mark
Wssner, the departing CEO, and to welcome Thomas Middelhoff, the new CEO.

in mil. $ or % 1960 1982 1998 2002 2006

CEO of Heinrich Reinhard Mark Thomas Gunter

previous period Mohn Mohn Wssner Middelhoff Thielen

Sales Revenues <500 3000 13784 19217 24630

Profit (EBIT) <5 200 986 826 2383
Total Assets <200 2400 8268 23284 28715
Total Employees <2000 10000 58419 80632 97132
Sales CAGR in % 8% 10% 9% 6%
ROI in % 8% 12% 4% 8%

Growth Profile Top Top Sales Profit

Performer Performer Grower Grower

Exhibit 03: Growth profile of Bertelsmann (1982-2006)

According to general Bertelsmann retirement rules Mark Wssner retired at the age of
60 years, after being CEO for almost 16 years. It was challenging for Thomas Middelhoff
to exceed the tremendous success of his predecessor. In 1998 Bertelsmann was ranked
worldwide among the three largest media companies, along with Time Warner and Walt
Disney. In 1997, Fortune magazine gave Bertelsmann several international recognitions.
Moreover Bertelsmann was recognized to be the most admired German company and
among the 25 most admired companies in the world. In addition, Bertelsmann was
evaluated as the leading European company in three disciplines: innovation,
globalization and the recruitment and retention of management talents.

The financial results proved all this honor (see Exhibit 03), positioning Bertelsmann as a
Top Performer until 1998. In 1982, when Mark Wssner took over his CEO
responsibility, the company reported 3 bn. $ sales. He was able to achieve profitable
growth 10% CAGR and reach 14 bn. $ sales in 1998.

His successor Thomas Middelhoff was a very successful CEO and gained the reputation
of being a multimedia pioneer, co-founding AOL and other new ventures leading to

6
high transaction based earnings for Bertelsmann after divestiture. However, during his
leadership period 1998-2002 the company must be characterized as a Sales Grower.
He achieved a high growth rate but could not sustain the high level of operative
profitability. At the end of fiscal year 2002 he was replaced by the owner, not because of
the operative results but because of two other reasons:

a) The first reason was that he failed to implement the required organizational
changes timely to fit with his new strategy. This allowed the numerous
autonomous operating unit managers to demonstrate resistance against the
centralized leadership style that he and his team exercised.
b) The second reason was his aggressive growth path which required new forms of
financing. This was perceived by the owner Reinhard Mohn, who wanted to
protect his independence and the traditional culture of the company, as a
potential threat.

Middelhoffs successor Gunter Thielen, former head of business unit Industry -

reestablished traditional corporate values and supported autonomous strategies of
numerous decentralized operating units. This is a very entrepreneurial approach.
However, individual operating units have to compete as independent small or medium-
sized regional players in their regional product niches against much larger global
competitors than themselves (see Exhibit 04).

25
US$ Sales
CAGR 2002-
2006 in %

20
Comcast

NewsCorp.
15
Median of Large Information,
13% Communication &
Entertainment Sector

10

Bertelsmann
Disney Media

GE/
Time
Vivendi
Warner
Media
0
0 10 20 30 40 50

US$ EBIT CAGR

2002-2006 in %

Bubbles size sales revenues 2002

Exhibit 04: Growth profile of media industry leaders

7
Due to the improved operating results but slower growth rates in the revitalized media
industry from 2002 to 2006 Bertelsmann can be characterized as a Profit Grower
during this period. This growth profile does not allow Bertelsmann to become one of the
future global industry leaders and build further growth on the advantage of global
economies of scale. Nor are the majority of Bertelsmanns operating units achieving the
growth profile of a top performing niche player. This growth profile is required for those
companies, which are not among the top 3 industry leaders, to survive the global
concentration of industries.

3. Bertelsmanns Growth Direction

The media industry reached a global market volume of 472 billion US$ in year 2006.
This global market is segmented in following submarkets by vertical businesses,
horizontal products and geographical regions:

a) Global market volume by vertical businesses:

Content (70% of global market volume, including revenues from publishing and
advertising revenues);
Industry (15% of global market volume, including outsourcing supply chain and
printing services to industrial suppliers)
Trade (15% of global market volume, including revenues from sales of
published products to final consumers).

b) Global market volume by horizontal products:

Print media with a share of 39% of the total media industry (where books
contribute 14%, magazines 18%, and newspapers 7%);
Traditional electronic media representing 50% of the industry (where TV
generates 35%, theatres & video 5%, radio 4%, and music 6%);
Other media businesses contributing 11% to the total media industry (internet
by 5%, sports by 3%, and theme & amusement parks by 2%).

c) Global market volume by geographical regions:

USA (42%);
Europe (33%) - Germany represents the largest EU media market followed by
UK, France, Italy, and Spain;
Rest of the world (25%).

The media industry has been traditionally very fragmented. Each language area defines
natural market barriers, allowing regional players to compete against global media
giants. In addition the customer requirements are linked to different media segments that
enable product specialists to dominate regional product niches. But the concentration

8
and the globalization of the industry gradually eliminate regional product niches and
allow global industry leaders to gain advantages from economies of scale.

The competitive strategies of media companies can be best described and analyzed
based on two different dimensions. The first dimension is a company degree of product
diversification (either horizontally or vertically). The second dimension represents the
degree of the internationalization of the company.
According to presented strategic dimensions competitors in the media industry can be
categorized into several distinctive strategic groups which also represent the growth
direction of individual companies: global industry leaders (e.g. Time Warner, News
Corp., Walt Disney, GE/Vivendi), global multi-product leaders (Read Elsevier, Walters
Kluvers), global product segment leaders (EMI, Reader Digest) or regional industry
leaders (e.g. Mondadori & Media Set in Italy).

Not all strategic groups are sustainable as the global product segments are attached by
future global industry leaders (e.g. GE/Vivendi attacks EMI in the music business) or
regional industry leaders are attractive acquisition targets (e.g. Mondadori and Media
Set). Also some regional product niches and regional multi-product niches will expire
towards the industry endgame, so there are on the long-term only three options to
succeed in this concentrating industry:

- to sell the company in the right moment for a good price

- to become a global industry leader
- to become the leader of international or global product niches.

In 2006 Bertelsmann is diversified in 435 autonomous operating units. The first 386 units
which are organized in the business units Bertelsmann Direct (retail), Arvato (industry
services), RTL (radio and TV operators) and Gruner+Jahr (press). Due to the described
driving forces of industry concentration, these regional niches are not sustainable and
will be attacked by the global industry leaders within the next few years. The declining
revenues of Bertelsmann in the American press market is a good example of this threat.

The residual 59 units which are organized in the business units SONY BMG (music
production) and Random House (book publishing) are leveraging international product
synergies and achieving global market leadership in their submarkets. These
submarkets are already directly attacked by the future global industry leaders e.g.
GE/Vivendi, Time Warner which develop global economies of scale as their
sustainable competitive advantage. In the music business Bertelsmann is competitive
due to the merger with Sony. In the Book business Bertelsmann is still independent and
achieves overall growth, however the declining revenues of Bertelsmann in its largest
book market America indicate a potential threat.

9
 30% yahoo.com
Return on Sales 2006 in %

ebay.com
25%
Regional
Regional Walt
Product
Multi-Business Disney Time
Niche Warner
20% Players
Niche Players
Comcast

International
15% Product NewsCorp GE/Vivendi Media
Niche Players
B. Content
Bertelsmann
B. Industry Group
10%
Dai Nippon

Toppan
B. Trade
5%
SONY Media

0%
0 5 10
-10% 15 20 25 30 35 40 45
Donnelley
Barnes
amazon.com
Noble Sales Revenues 2006 in bn. $

Media Business
Vertical Media Creative Content of Large Niche Players in
Businesses: Conglomerates Creative Content Business
Industrial Services
B. (Bertelsmann)
Retail Trade Business

Exhibit 05: Strategic Position Of Media Companies By Growth Direction

In exhibit 05 we show the 2006 assessment of largest media companies and niche
players according to size and profitability. We see that Bertelsmann as a group lacks
behind the top five global industry leaders in both sales revenues and profitability.
Positioning the three vertical businesses creative content, industrial services and retail
trade of Bertelsmann shows, that each of them achieves a lower profitability than the
average of the analyzed niche players. This is even more an argument which call that
Bertelsmann gains critical mass on both operating unit level and total corporate level.

Bertelsmann is too big to rely on individual product and regional niches and will have to
attack the total global industry to cope with the increasing globalization and
concentration of the media & entertainment industry.

The strategic question is, which growth capabilities and growth paths are most likely to
lead Bertelsmann to the future global industry leadership position.

10
 4. Bertelsmanns Growth Capabilities

Bertelsmanns business units offer a high synergy potential, which could be leveraged
for the development of unique corporate product and market-related growth capabilities
(see exhibit 06).

Product related capabilities Market related capabilities

Research & Production & Sales Marketing

Development Logistics

Reputation
with stars in Economies of Customer Target marke-
a particular scale loyalty and ting skills
region data base
Global distri- management
Global rights bution and Advertising
and content production Access to new for new media
leverage network media custo- customer
mer segments segments
New techno-
logies & formats

Exhibit 06: Synergy potential of Bertelsmann

Middelhoff was right in anticipating the globalization and concentration of media industry,
requiring from Bertelsmann unique product and market related capabilities to compete
against the future global industry leaders. His strategy included the leverage of both
product and sales synergies which require the cooperation of the numerous autonomous
operating units:

11
 1 get in front of new technologies and leverage creative content for developing
unique international product capabilities;
2 get in front of new technologies and leverage customer addresses for developing
unique international market capabilities (see Exhibit 06).

Those unique product and market capabilities would enable a sustainable

competitiveness of Bertelsmann in the concentrating global media industry by offering a
new value proposition to their 44 million subscribers of book clubs, press publishing and
other businesses. This corporate value proposition would be:

Full-range media assortment including exclusive Bertelsmann products, offered

under one global brand and coordinated retail channels to individualized
customer addresses.

This value proposition would require several synergies across operating units (see
Attachment 4):

Content development synergies:

Signing content licenses for more countries and more product applications to be
leveraged across profit centers.
Making appropriate content titles available to be sold as exclusive title by corporate
retail channels.

Format production synergies:

Configuration of content for new media application (e.g., internet, mobile phones,
interactive TV).

Marketing and sales synergies (B-2-C)

Offering to target customer segments a full-range media assortment including
exclusive Bertelsmann products.

Key account management synergies for advertising customers:

Offering to key accounts integrated advertising campaigns across profit centers.

Until today Bertelsmann did not succeed in offering this new value proposition. It still
relies on the product/regional focus of each operating unit which competes as a stand-
alone-entity against the scale of global integrated competitors in their market niches.
Bertelsmann still offers over 1000 product and retail brands by all market channels
(including competitor s retail) to customers, owned by a particular operating unit.

12
 5. Bertelsmanns Growth Path

Until 1996 organic growth was the dominant growth path in the media industry, followed
by two waves of mergers & acquisitions (M&A) during the last ten years. The total
transaction value of the global M&A activities targeting media industry during the period
1982-2006 was 2.094 billion $, thereof 78% realized since 1997. The first M&A wave
(1997-2001) was triggered by the internet-hype with 1.056 billion $ transaction value
during this period. After the hype the industry first had to recover from high losses but
then a new wave of M&A started again realizing during the period 2002-2006 further 583
billion $ transaction value more than during the whole period 1982-1996.
The majority of M&A activities in the media industry is focused on the consolidation of
domestic country markets (82% of overall transaction value with buyer and seller within
the same country). However the European media players have already acquired more
than 200 bn. $ transaction value (10% of 2094 bn.$) outside their domestic countries,
followed by the US media players who have spent more than 100 bn. $ outside USA.
This shows, that at least Europe and USA have become part of a global media industry.

Acquisitions of media compa- Acquisitions of companies in other Acquisitions of media companies by

nies by other media companies industries by media companies companies from other industries

450 418 100 1200

1100 1055,5
400
1000
350 70,9 900
305,2 75
300 800
695,6
700
250
50 600
200 500
152,8 31,5
150 400
98,9 25 300 245,0
100 16,3 159,2
36,9 10,5 200
50 4,2 51,4
100
0 0 0
(1) (1)
82-86 87-91 92-96 97-01 02-07 82-86 87-91 92-96 97-01 02-07 82-86 87-91 92-96 97-01 02-07(1)

Total 82-07 = 1,011.8 Total 82-07 = 133.3 Total 82-07 = 2,206.7

Notes: (1) 2007 includes the period from 1.1. to 1.6. 2007
Source: Worldscope

Exhibit 07: Mergers & acquisitions in the global media industry (in billion US$)

As we see in exhibit 07, the majority of media industry M&A was triggered by companies
from other industries (e.g. General Electric, Vivendi, Sony, AOL), which are a major
threat to the traditional media players.

Bertelsmann was very active in the first M&A wave until 2001, spending almost 5 bn. $
for American book publishers (Doubleday and Random House), American press

13
companies (New York Times Women s Magazin, Inc Magazine) and American music
publishers (RCA and CDNow) as well as the French TV operator CLT.
Since 2001 Bertelsmann did not make significant M&A with the exception of the joint
venture between BMG and SONY Music in the declining music industry.

6. Bertelsmanns Organization Design

Despite the changes of industry concentration (from opening phase with a 6%

concentration rate to scale phase with a 23% of concentration rate) and Bertelsmann s
growth path (from intensive M&A activities to organic growth) Bertelsmann did not
change the organization design after 1982. The basic logics are product business units,
managing a large number of autonomous operating units. They act as financial holdings
without significant synergy and central coordination. This organization design was
implemented by Mark Wssner and is still in place (see Exhibit 08)

Status 2006:

97,132 Employees CEO

G. Thielen
24,6 bn. $ Sales Since 2002
Age: 64

2,4 bn. $ Profit

CFO
435 Operating Units T. Rabe
Since 2006
Age: 41

CONTENT BUSINESS

Industry Trade Movies Books Press Music

H. Ostrowski E.Walgenbach G. Zeiler P. Olson B. Kundrun T. Rabe
Since 2002 Since 2002 Since2005 Since 2001 Since 2000
Age: 48 Age: 56 Age: 49 (same as CFO)
Age: 49 Age: 51
Share of total 2006

Employees 48% 15% 12% 6% 15% 3%

Sales 24% 13% 28% 10% 14% 10%

Profit 19% 6% 43% 9% 14% 9%

Operating Units 42% 11% 13% 6% 20% 8%

Exhibit 08: Bertelsmanns existing organization

14
Bertelsmann has grouped operating units in six Business Units that are subdivided in 30
regional divisions (typically Germany, France, Other Europe, USA, Rest of the World
within each Business Unit). The head of each Business Unit is member of the Executive
Board of Bertelsmann Group. Each Business Unit is managed as a separate company.
Each has its own Board of Directors, consisting of the Business Unit Heads and Division
Heads. Division Heads are leaders of a regional group of operating units. Usually they
are the Head of their largest operating unit as well. At the Business Unit and Divisional
level Bertelsmann does not employ any further overhead functions which would support
the Business Unit and Division Heads to coordinate product or market related activities.
If for specific projects, Functional Units are established at Business Unit level, their role
is comparable to the role of Corporate Functions: they act as consultants and have a
small cost budget. Not every Business Unit has the same Functional Units. All Business
Units have Finance and Human Resources which have dotted-line reporting lines to the
Corporate Function Corporate Office Management.

All major investments and other strategic decisions are approved by Bertelsmanns
Executive Board, headed by the CEO. Two Corporate Functions support the Board
Members in their decisions. The first is the Corporate Development Office. This function
contributes to the establishment of overall direction. The staff of this office operates as
in-house consultants, in the manner of independent management consultants. They
analyze and prepare corporate investment decisions, follow them through in the
implementation stage, and then consult with senior Business Unit management. This
Corporate Development Office was established at the beginning of the 1980s to spot
opportunities, weigh risks and optimize planning in highly competitive environments and
fast-changing markets. It includes also the corporate IT resources and the development
of new businesses as internet services and the development of the cooperation with
leading internet companies.

The Corporate Development Office coordinates the company-wide process for planning
and setting objectives. In an intensive top-down, bottom-up discussion process,
corporate strategic goals are reconciled with the visions of the various operating units.
This give-and-take planning process assures the successful combination of strategy
and practice as well as the commitment of all parties. If a operating unit leader achieves
the corporate objective of 15% ROI (Return On Total Assets), he has full autonomy in
developing strategies and operational plans. If he lays below this benchmark he receives
support from the Corporate Development Office.

The second Corporate Function, directly reporting to the CEO, is called Corporate Office
Management and is headed by the Chief Financial Officer who is also member of the
Bertelsmann Executive Board (in addition to this role he is head of the Business Unit
Music). This function includes Corporate Auditing, Communications, Human Resources,
Legal Affairs, Treasury, Accounting and Taxes. These activities have decentralized
operations on the level of each individual operating unit. Overall only 903 of total 97,132
employees are employed in the two Corporate Functions.

15
This organization is characterized by the role of operating units which act like
independent companies and their leaders like autonomous entrepreneurs (see Exhibit
09).

Definition of Clearly defined product segment (e.g., magazins for cooking)

Operating Unit Clearly defined region (e.g., German-speaking countries)
(OU)

Development and execution of product/market strategy of OU

Negotiate operating units ROI and market-share targets with corporate center
Tasks Day-to-day management of OU operations (e.g., pricing, supplier negotiations)
Organizing OU and development of human resources

Authority Has a fully integrated value chain, or;

Negotiates agreements with other organizational units to provide needed services, or;
Outcontracts if services provided by other units are inadequate

Accountability Three-year ROI and market-share targets (20 % of weight for incentive)
and Incentives Annual profit budget (80 % of weight for incentive)
100 % achievement of targets equals 100 % salary of profit center leader, with proportional increase
if results are higher than target or decrease if results are lower than target. No upper limits,
downwards limit is 50 %.
Promotion if 3 - 5 successful years in row, replacement if two unsuccessful years in row.

Skills of OU At least two years of successful career within Bertelsmann

Leader General management skills with focus on marketing and sales, management consulting or media
background favorable.

Exhibit 09: Role of operating unit leaders

Bertelsmann s owner Reinhard Mohn repeats in almost every public speech as follows:

this organization is best reflecting the corporate culture which has always been a key
contributor to the company s progress. The top cultural priorities are the concern for the
well being of society, the entrepreneurial freedom of the operating unit leaders and a fair
partnership with employees. Through this culture Bertelsmann has found a way to
ensure both continuity as a company and a flexible approach to addressing changing
business conditions.

The principals of this corporate culture are defined in the Corporate Constitution and in
the Essentials that build on it and can be summarized as following shared values:

Bertelsmann is focused on the media business.

it is active internationally.
it draws its strength from the decentralized organization and the autonomy of its
companies and brands. At the same time, it is its responsibility to cooperate across
Business Units.
it promotes diversity of opinions in its content businesses.

16
 it sees itself as a socially and politically involved and culturally sensitive organization.
it is a home for talent in the artistic and print media communities.
a fair partnership among shareholders, management and employees is one of its
enduring values.
Bertelsmann is committed to its independence and long-term continuity as a company.
Its major shareholder, the Bertelsmann Foundation, is the ultimate guarantor of these
goals.

During 1998-2002 Thomas Middelhoff started to centralize synergy functions (e.g.

content management and cross-selling) and assigned top managers (even members of
Bertelsmann s Executive Board) to take care about these important tasks. However he
did not change the role of operating unit leaders nor the underlying corporate values and
management systems, defined by the 15% ROI hurdle which allowed every operating
unit leader full-autonomy if he performed on the 15% ROI level or above.

Beside the advantage of very low corporate overhead (less than 1% of overall number of
employees and less than 0,5% of total cost) the reasons for keeping such an
organization were:

High quality of decisions of operating units:

Clear authorities and empowerment
Clear and measurable accountabilities
All relevant information available to
decision makers (here: op. unit leaders)
Avoiding cost of corporate decisions and implementation of these decisions:
Cost of coordination
Cost of central staff
Costs of information collection and communication

Avoiding time lost in corporate decision processes:

Scheduling and attending meetings and committees
Complicated authorization processes
Discussions due to lack of ownership/ commitment

In addition this organization reflects the corporate values described above and every
change was immediately criticized by the operating unit leaders as well as by the
company owner.

17
7. Conclusions

Probably Thomas Middelhoff was to ambitious to change the organizational model from
fully autonomous operating units to centralized organization with a complete corporate
control within a short period of time.
But despite the risk of possible resistance Hartmut Ostrowski will have to undertake
changes of the existing organizational model to keep Bertelsmann competitive in the
rapidly concentrating media industry.
From the very beginning of his mandate Mr Ostrowski will face some important but
difficult issues to be solved.

Firstly, Bertelsmann competes in a highly competitive industry where the concentration

process is bringing new rules of the competition. Regional protection and barriers are
breaking away and the scale effect becomes increasingly important.
Bertelsmann was one of three leading players in the industry just five years ago but
today Bertelsmann is not any more in the group of leading three global industry
consolidators. Even more, Bertelsmann is facing increasing competition of large
international players on its traditional markets. These new circumstances will require
immediate response in the strategic orientation of the company.

Secondly, Hartmut Ostrowski will face very demanding and complex task of the
transformation of the current organization model which is characterized by highly
autonomous and decentralized organizational structure which is deeply rooted in the
Bertelsmann organizational culture as well. Therefore it is no surprise that many
limitations and obstacles should be considered in this highly sensitive transformation
process.

We also should not forget that the newly appointed CEO Mr. Hartmut Ostrowski was
managing the Business Unit Industry during 2002 to 2006. In the year 2006 his unit
achieved 13% revenue CAGR and reached 6,1 billion $ sales with 468 mil. $ profit. But
at the same time he also increased the number of operating units in his Business Unit
from 116 to 184 with 33 mil. $ average sales per operating unit. That demonstrates
clearly that Ostrowski shares the traditional Bertelsmann spirit of highly autonomous
and decentralized organization.

This case study has shown potential threats related to the existing organizational
concept, which should be considered. The major threat is the insufficient critical mass of
Bertelsmann s operating units. Overall Bertelsmann increased between 2002 and 2006
the number of operating units from 364 to 435 reaching only 58 mil. $ of average sales
per operating unit. This is much lower compared to their competitors which operate with
integrated billion $ businesses.

18
Our task is to propose to Hartmut Ostrowski how to transform Bertelsmann to compete
against scale.

Please analyze the attached data sheets and develop for each of the three businesses

- Content
- Industry
- Trade

a new transformation code. After establishing that please explain the most important
changes in the Growth Cube and develop a list of 10 priority actions which will make
your transformation happen!

19
Attachment 1:

Growth Profile of Bertelsmann and Competitors

Sales 2006 in Sales CAGR ROS 2006
mil. $ 2002-06 in % in %

CONTENT BUSINESS
Time Warner 44224 2% 17%
Disney 34285 8% 19%
GE/Vivendi Media 28173 2% 15%
NewsCorp. 25327 14% 15%
Comcast 24966 19% 19%
Bertelsmann CONTENT 15910 6% 12%
SONY CONTENT 14568 4% 2%

TRADE BUSINESS
Amazon.com Inc 10417 28% 4%
Yahoo Inc 7729 69% 36%
Ebay Inc 6337 51% 24%
Barnes Noble 5103 7% 5%
Bertelsmann TRADE 3401 5% 4%

INDUSTRY BUSINESS
Technology: Microsoft 44282 12% 37%
Applications: Apple 19315 35% 10%
Applications: Nintendo 4349 48% 18%
Outsourcing Services: EDS 21268 2% 2%
Printing: Dai Nippon 13636 8% 8%
Printing: Toppan 14006 9% 6%
Printing: Donnelley 9930,54 20% 3%
Bertelsmann INDUSTRY 6104 12% 8%

Total Media Industry 472000 4%

20
Attachment 2:

Growth Profile of Bertelsmann by Business Unit and Region

Sales 2006 in mil. $
Germany Other Europe US Other World Total
MOVIES 2650 4117 287 144 7198
BOOKS 296 499 1409 281 2485
PRESS 1683 1556 383 29 3651
MUSIC 296 891 932 456 2574
CONTENT (sum) 4925 7063 3011 910 15909

INDUSTRY 2545 2563 684 311 6103

TRADE 370 1579 1258 194 3401

TOTAL 7840 11205 4953 1415 25414

Sales CAGR 2002-2006 in %

Germany Other Europe US Other World Total
MOVIES 4% 18% 23% 12% 12%
BOOKS 19% 12% -1% 11% 4%
PRESS 12% 12% -18% 17% 6%
MUSIC 4% 3% -7% -4% -2%
CONTENT (sum) 7% 14% -5% 2% 6%

INDUSTRY 9% 17% 5% 14% 12%

TRADE -2% 6% 5% 10% 5%

TOTAL 7% 13% -2% 5% 7%

Sales per Operating Unit 2006 in mil. $

Germany Other Europe US Other World Total
MOVIES 102 147 287 72 126
BOOKS 148 166 352 17 96
PRESS 37 54 191 4 43
MUSIC 296 127 78 35 78
CONTENT (sum) 66 105 158 23 79

INDUSTRY 32 37 86 12 33

TRADE 46 56 629 16 68

TOTAL 48 68 171 18 58

21
Attachment 3:

Parameters for Growth Direction of Operating Units

Products Competitive Position Growth Direction Major Competitor(s)

Movies (CONTENT)
Television European leader Regional Product All 3 global industry
Niches leaders
Filmed Entertainment Regional player Regional Product All 3 global industry
Niches leaders
Radio European leader Regional Product GE/Vivendi
Niches
Books (CONTENT)
Book Publishing Global leader Global Product Time Warner and
Segment News Corp.
Press (CONTENT)
Magazins European leader International Time Warner and
Product Niches News Corp.
Newspapers Regional player Regional Product Time Warner and
Niches regional players
Printing of press Regional player Regional Product All 3 global industry
Niches leaders
Music (CONTENT)
Music Production Number 2 Worldwide Global Product Market Leader
Segment GE/Vivendi

INDUSTRY

Printing of books & European leader Regional Product All 3 global industry
catalogues Niches leaders
Services Regional player Regional Product Global IT firms
Niches
IT Regional player Regional Product Global IT firms
Niches
Storage Media European leader Global Product Market Leader
Segment GE/Vivendi

TRADE

Media Retail European leader International All 3 global industry

Product Niches leaders

22
Attachment 4:

Parameters for Leverage of Growth Capabilities across Operating Units

Products Potential for Content Potential for Cross Selling Potential for Content Leverage
Leverage Across Product Across Product Units Within & Cross Selling of Same
Units Within Same Region Same Region Product Across Regional Units

Movies (CONTENT)
Television With all other content units With retail (TV-shop) and all other Medium
content units
Filmed Entertainment With all other content units With retail (TV-shop) and all other High
content units
Radio With Press, TV and Music With retail (Radio-shop) and all Medium
other content units
Books (CONTENT)
Book Publishing With BU Movies With BU Music and Trade High

Press (CONTENT)
Magazins With all other content units With retail and all other content High
units
Newspapers With all other content units With retail and all other content Low
units
Printing of press With BU Industry Medium

Music (CONTENT)
Music Production With BU Movies With BU Books and Trade High

INDUSTRY

Printing of books & With all other units of BU Industry High

catalogues and Press-Printer
Services With all other units of BU Industry High
and Press-Printer
IT With all other units of BU Industry High
and Press-Printer
Storage Media With all other units of BU Industry High

TRADE

Media Retail With all content units With all content units High

23
Attachment 5:

Parameters for Organizing Operating Units

Products Standardization Product Life Cycle Performance of

of Global Operating Units
Demand and
Supply

Movies (CONTENT)
Television Medium Saturation Above Plan

Filmed Entertainment High Growth Above Plan

Radio Medium Saturation Above Plan

Books (CONTENT)
Book Publishing High Saturation On Plan

Press (CONTENT)
Magazins High Saturation On Plan

Newspapers Low Decline Below Plan

Printing of press Medium Saturation Below Plan

Music (CONTENT)
Music Production High Decline Below Plan

INDUSTRY

Printing of books & High Saturation Below Plan

catalogues
Services High Growth Above Plan

IT High Growth Below Plan

Storage Media High Decline Below Plan

TRADE

Media Retail High Decline Below Plan

24
Attachment 6:

Structure of Bertelsmann Employees by Business Unit and Function

Number of employees
Research & Supply Chain CRM and Product Sales of Finance, IT Total
Development Branding Sales Advertising & Admi-
Space nistration

Corporate 903 903

Overhead

MOVIES 3392 4523 226 905 791 1470 11307

BOOKS 1741 2322 116 871 0 755 5804
PRESS 4359 5812 291 1162 1017 1889 14529
MUSIC 903 1204 60 451 0 391 3009
CONTENT (sum) 10395 13860 693 3389 1809 4504 34649

INDUSTRY 932 32609 2329 4658 0 6056 46584

TRADE 1050 4799 1200 5998 0 1949 14996

TOTAL 12376 51267 4222 14046 1809 13413 97132

Number of employees per Operating Unit

Research & Supply Chain CRM and Product Sales of Finance, IT Total
Development Branding Sales Advertising & Admi-
Space nistration

MOVIES 60 79 4 16 14 26 198
BOOKS 67 89 4 33 0 29 223
PRESS 51 68 3 14 12 22 171
MUSIC 27 36 2 14 0 12 91
CONTENT (sum) 52 69 3 17 9 22 172

INDUSTRY 5 177 13 25 0 33 253

TRADE 21 96 24 120 0 39 300

TOTAL 28 118 10 32 4 31 223

25
Attachment 7:

Number of Operating Units 2006

Vertical Product Group Product Germany Other US Other Total Difference
Business (Business Unit) Europe World 2006-2002

Content MOVIES Television 12 19 0 0 31 -4

(RTL) Filmed Entertainment 8 7 1 2 18 -2
Radio 6 2 0 0 8 4

Content BOOKS Book Publishing 2 3 4 17 26 -19

(Random House)
Content PRESS Magazins 28 29 0 8 65 29
(Gruner+Jahr) Newspapers 9 0 0 0 9 0
Printing of press 5 0 1 0 6 3
Corporate Services 4 0 1 0 5 0

Content MUSIC Music Production 1 7 12 13 33 -24

(SONY BMG)
Printing of books &
Industry INDUSTRY catalogues 19 13 4 1 37 4
(Arvato) Services 52 44 2 11 109 60
IT 6 6 1 3 16 1
Storage Media 3 6 1 12 22 3

Trade TRADE Media Retail 8 28 2 12 50 16

(Direct Group)
Content Business Subtotal 75 67 19 40 201 -13
Industry Business Subtotal 80 69 8 27 184 68
Trade Business Subtotal 8 28 2 12 50 16

Bertelsmann Group Total 163 164 29 79 435 71

26
Attachment 8: Typical organization of operating units Industry

Warehousing and
Distribution

IT Controlling

HR Legal

Supply Chain Key Account

Warehousing
Management Management

Germany France Spain USA

Book Printing

IT Controlling

HR Legal

Supply Chain Key Account

Production
Management Management

Germany Germany
Spain USA
Books Magazines

27
Attachment 9: Typical organization of operating units - Content

TV Broadcaster

IT Controlling

Rights
HR
Management

Content Technical Marketing

Development Infrastructure and Sales

Own
News Sports Movies
Productions

Book Publisher

IT Controlling

Rights
HR
Management

Content Supply Chain Marketing

Development Management and Sales

Fiction Non-Fiction Paper-Backs Religion

28
Attachment 10:

Typical organization of operating units Trade

Book Club

IT Controlling

HR Marketing

Program and
Supply Chain
Licence Sales
Management
Purchasing

Customer
Agents Mail Order Retail Outlets Database
Management

Electronic Commerce

IT Controlling

HR Marketing

Program and
Supply Chain
Licence Sales
Management
Purchasing

Customer
Web-page Customer
Database
Development Interaction
Management

29
Sources:

A.T. Kearney Books:

Vizjak, A: Competing Against Scale: GV, Ljubljana, 2007

(published in Slovene as Zmagovalci trnih ni; published in Serbian language in
November 2007, to be published in English and Croatian)

Vizjak, A.. et al.: Media Management; Leveraging Content for Profitable Growth
(in English and German language), 2003

Krger, F., Vizjak, A., Ringlstetter, M., Growing in Niches;

(in German, Italian and Polish language) 2006

Deans, G. K., Krger, F., Zeisel, S. Winning the merger endgame;

(in English and German language), 2003

Haritz, J., Vizjak, A., World class performance with core competence management
Bertelsmann prepares the book clubs for the future;
(in English and German language), 1997

Disclaimer:

This case study is based on financial information, published in annual reports and other
public sources. All qualitative and other information about Bertelsmann is invented by
the author for training purposes only. This case study does not reflect the real situation
of Bertelsmann which is a very successful company.

30