-5...“ ask: h a . . flunk. 3.5... t :1 “a. mi». .65.. «a. :71. .o. 0.... shun a L135... A 9193.9... : 19hr. li'ri. f. . ' l I .O xfl i: bt. 7.. no . 2.0.1..- . L531}. , It!!! i I ‘ . . .1: ‘6:53:33 F .1 a... .all,b.lau :3..tnxihnai .2! : .2... 91-1..) .. 1.1.1:“ i. .3125: I I ‘ «a 5a).”..- a Ml IICH IANG ANTESTA IIII I III IIIIII I I I I IIIIII IIIIIIIII 410 1764 This is to certify that the dissertation entitled AN EMPIRICAL TEST AND COMPARATIVE ANALYSIS OF REGULATED RATES OF RETURN presented by Richard Lee Patterson has been accepted towards fulfillment of the requirements for Ph . D 0 degree in BUS 1118 SS Admin . Major professor Date 9/18/95 MSU is an Affirmative Action/Equal Opportunity Institution 0- 12771 LIBRARY Michigan State University PLACE ll RETURN BOX to roman thin chock“ from your mood. TO AVOID FINES return on or More data duo. DATE DUE DATE DUE DATE DUE I .l - ——I____ __II:I__I DI I- II I- I I MSU I. An Affirm-live AdlaVEquni Opportunity Im Willa-94 AN EMPIRICAL TEST AND COMPARATIVE ANALYSIS OF REGULATED RATES OF RETURN By Richard Lee Patterson A DISSERTATION Submitted to Michigan State University in partial fulfillment of the requirements for the degree of DOCTOR OF PHILOSOPHY Department of Finance and Insurance 1995 ABSTRACT AN EMPIRICAL TEST AND COMPARATIVE ANALYSIS OF REGULATED RATES OF RETURN By Richard Lee Patterson Historically, the financial literature has supported two primary methods used to determine the allowed rate of return for wholly owned regulated subsidiaries, the independent fu'm approach and the double leverage approach. Regulatory commission reports show that rate regulation has included a third alternative, utilizing a consolidated tax adjustment for holding companies owning regulated subsidiaries. This tax adjustment reduces the tax benefits that arise from a holding company form of business, passing these tax benefits back to the subsidiary utility's ratepayers as lower tax rate assessments. This in turn lowers the affiliated subsidiary's allowed rate of return. The trend in subsidiary rate of retum adjustment regulation has been toward the utilization of this third alternative exclusively. Similar to the implied criticism shown by the actions of public utility commissions, Ezzell, Hsu and Miles (EHM) (1991) identify weaknesses in both the independent firm and double leverage approaches. The independent firm approach recognizes differences in risk between subsidiaries but ignores the debt held at the parent level, along with its interest tax shield benefits. Conversely, the double leverage approach recognizes the debt held at the parent level eliminating its interest tax shield benefits, but ignores any differences in risk between subsidiaries. EHM (1991) through the use of a perpetual cash flow model develop an alternative approach that recognizes both the debt held at the parent level and any differences in risk between subsidiaries. The question arises, "Does EHM (1991) bridge the apparent gap between financial theory and regulatory proceedings?" EHM (1991) utilizes an unfamiliar discounting technique in determining the present value of the parent level interest tax shield benefits. Due to the fact that the primary effect of their rate of return adjustment approach depends on this value, the effectiveness and understanding of their adjustment process is reduced. This dissertation places the EHM adjustment procedure into the more familiar Modigliani and Miller (MM) perpetual cash Richard Lee Patterson flow environment. It does so using a completely different derivation from the one used by EHM. I also simplify the EHM adjustment factor equation, placing it in more intuitive terms without any loss of accuracy. Third, I show how the EHM methodology can be modified to provide the exact same adjusted rate of return results to those found by my MM perpetual cash flow model. McGilsky (1986) performed an empirical study of different consolidated tax adjustment methods being applied by public utility commissions. Her study defines these consolidated tax adjustments in tax allowance equation form. Seven of these tax allowance equations have been incorporated into my MM perpetual cash flow model. A comparative analysis is performed for these seven consolidated tax adjustments. The results show that all of tax adjustment procedures overcompensate for the parent level interest tax benefits and therefore provide too low a return on the holding company subsidiary investment. The same analysis is performed on all of the alternative procedures for determining the return for a wholly owned regulated subsidiary defined by financial literature. These results show that only the EHM approach consistently provides a zero net present value "fair" rate of return for wholly owned regulated subsidiaries. Finally, the empirical model of this dissertation fails to support the perpetual cash flow model results the unfavorable consolidated tax adjustment affect The empirical evidence implies that the consolidated tax adjustment affect is not a major factor in determining the value of the holding companies included in this study. There is empirical evidence that regulatory commissions have provided too low a return for subsidiaries within the local telephone service industry. In Ioving memory of my mother and father iv ACKNOWLEDGMENTS I would like to thank the members of my dissertation committee. To Dr. Richard R. Simonds, my chairman, for providing the timely guidance and encouragement. To Dr. John L. O’Donnell for his inspirational comments and wisdom, along with introducing me to Mr. Ronald G. Choura. To Dr. Michael A. Mazzeo for his insightful comments that basically got the writing stage of this dissertation started. And to Dr. R. V. Ramamoorthi for his support throughout my graduate studies at Michigan State University. Though not a direct member of my committee, I would also like to extend my appreciation to Mr. Ronald G. Choura for his assistance in obtaining the data information necessary to complete the empirical portion of this dissertation. I shall always remember his standard reply of “N 0 problem” to all of my data requests. I would like to thank my family for their assistance and encouragement. Without their help through the dark ages, I would not have been able to complete this degree. Without reservation, I would also like to acknowledge my Lord and Savior for answering my prayers for assistance. Without His help, I would not have been able to meet such wonderful people like Jim Gerhardinger, Sheri Tice, and Tony Altobelli. Thank you all for your help and encouragement. TABLE OF CONTENTS Page LIST OF TABLES ix LIST OF FIGURES xi CHAPTER 1 INTRODUCTION .................................... 1 CHAPTER 2 LITERATURE REVIEW ................................ 5 Financial Theory .................................. 5 The Double Leverage Approach .................... 5 The Independent Firm Approach ................... 7 Other Alternatives ............................. 12 Empirical Evidence ................................ 15 Subsidiary Rate of Return Empirical Study ............ 15 Tobin's Q Empirical Studies ...................... 17 CHAPTER 3 PUBLIC UTILITY COMMISSION REPORTS REVIEW ......... 19 Double Leverage Rate Cases ......................... 19 Consolidated Tax Judgments ......................... 22 CHAPTER 4 TOBIN'S Q DERIVATION ............................. 27 Market Value ................................... 27 Common Stock .............................. 27 Preferred .................................. 27 Debt ..................................... 27 Replacement Cost ................................ 29 Plant and Equipment .......................... 29 The (Intermediate) Results .......................... 31 CHAPTER 5 Page AN ALTERNATIVE DERIVATION OF THE EZZELL, HSU AND MILES MODEL ................................ 33 The Perpetual Cash Flow Model ..................... 33 One Subsidiary, N 0 Debt at the Subsidiary Level .......... 35 Independent Market Value Balance Sheet ............ 36 Adjusted Market Value Balance Sheet .............. 37 Independent Cash Flows ...................... 38 Adjusted Cash Flows ......................... 40 One Subsidiary, Debt at Both the Subsidiary and Parent Levels . 40 Independent Market Value Balance Sheet ............ 41 Adjusted Market Value Balance Sheet .............. 42 Independent Cash Flows ...................... 43 Adjusted Cash Flows ......................... 44 Two Subsidiaries, No Debt at the Subsidiary Level .......... 45 Independent Market Value Balance Sheet ............ 45 Adjusted Market Value Balance Sheet .............. 46 Independent Cash Flows ...................... 47 Adjusted Cash Flows ......................... 48 Double Leverage Approach ..................... 49 Double Leverage Market Value Balance Sheet ..... 50 Double Leverage Adjusted Cash Flows ......... 50 Two Subsidiaries, Debt at Both the Subsidiary and Parent Levels 52 Independent Market Value Balance Sheet ............ 53 Adjusted Market Value Balance Sheet .............. 54 Independent Cash Flows ...................... 55 Adjusted Cash Flows ......................... 56 Other Allocation Pairings .......................... 57 Results Comparison Between This Derivation and EHM (1991) 60 Comparison Results, Discounting Using the MM Context 60 Comparison of the MM and EHM Discounting Methodology 62 CHAPTER 6 COMPARATIVE ANALYSIS OF THE ALTERNATIVE RETURN ADJUSTMENT PROCEDURES ..................... 67 Tax Allowance Equations .......................... 68 Stand-Alone Method Using the Subsidiary's Interest Expense 68 The Narragansett Electric Company Method .......... 68 The Southwestern Bell Telephone Company Method . . . . 69 The New England Telephone & Telegraph Company Method 69 The Newton Water Company Method .............. 70 The Brockton Edison Company Method ............ 70 The Stand-Alone Method Using the Combined Parent/ Subsidiary Interest Expense ................ 71 The Actual Taxes Paid Method .................. 71 The EHM Method ........................... 71 The Beedles Method .......................... 72 The Double Leverage Approach .................. 73 The Perpetual Cash Flow Model ...................... 74 Scenario Results ................................. 78 vii CHAPTER 6 (con'd.) Page Initial Scenario .............................. 78 Second Scenario ............................. 79 Third Scenario .............................. 79 Fourth Scenario ............................. 80 Fifth Scenario .............................. 80 Sixth Scenario .............................. 82 Summary of Results .............................. 83 Performance Criteria .......................... 83 Evaluation of the Alternative Methods ............... 83 CHAPTER 7 EMPIRICAL STUDY ................................. 96 Data Selection ................................... 96 Hypotheses .................................... 97 The Statistical Model ............................... 98 Results ........................................ 101 Ordinary Least Squares Regression ................. 101 Positive Autocorrelation Corrective Action, Iterative Approach .................................. 102 Positive Autocorrelation Corrective Action, First Difference Approach .................................. 103 N on-Linear Regulated Sales Regression Results ........ 104 Natural Log Application ........................ 105 CHAPTER 8 CONCLUSIONS .................................... 1 13 APPENDD( MARKET-TO—BOOK EMPIRICAL RESULTS ............... 116 Results ....................................... 1 16 Linear Regulated Sales Variable Results ............. 116 Non-Linear Regulated Sales Variable Results ......... 118 LIST OF REFERENCES ...................................... 125 LIST OF TABLES Table Page 1 ADJUSTED WACCk SOLUTIONS (for k = 1,2) ............. 59 2 INTEREST TAX SHIELD ADJUSTMENT COMPARISONS, INITIAL SCENARIO ........................... 85 3 INTEREST TAX SHIELD ADJUSTMENT COMPARISONS, SECOND SCENARIO .......................... 86 4 INTEREST TAX SHIELD ADJUSTMENT COMPARISONS, THIRD SCENARIO ............................ 87 5 INTEREST TAX SHIELD ADJUSTMENT COMPARISONS, FOURTH SCENARIO .......................... 88 6 INTEREST TAX SHIELD ADJUSTMENT COMPARISONS, FIFTH SCENARIO ............................ 89 7 INTEREST TAX SHIELD ADJUSTMENT COMPARISONS, SIXTH SCENARIO ............................ 90 8 RATE OF CHANGE COMPARISON, TABLE 3 TO TABLE 2 . . . . 91 9 RATE OF CHANGE COMPARISON, TABLE 4 TO TABLE 2 . . . . 92 10 RATE OF CHANGE COMPARISON, TABLE 5 TO TABLE 3 . . . . 93 11 RATE OF CHANGE COMPARISON, TABLE 6 TO TABLE 5 . . . . 94 12 RATE OF CHANGE COMPARISON, TABLE 7 TO TABLE 6 . . . . 95 13 TOBIN'S Q REGRESSION RESULTS, ORDINARY LEAST SQUARES REGRESSION MODEL, LINEAR REGULATED SALES VARIABLE ............................ 107 14 TOBIN'S Q REGRESSION RESULTS, AUTOCORRELATION CORRECTIVE ACTION, ITERATIVE APPROACH, LINEAR REGULATED SALES VARIABLE ........... 108 Table 1 5 16 17 18 19 20 21 22 23 24 TOBIN'S Q REGRESSION RESULTS, AUTOCORRELATION CORRECTIVE ACTION, FIRST DIFFERENCE APPROACH, LINEAR REGULATED SALES VARIABLE . TOBIN'S Q REGRESSION RESULTS, ORDINARY LEAST SQUARES REGRESSION MODEL, NON -LINEAR REGULATED SALES VARIABLE ................. TOBIN'S Q REGRESSION RESULTS, AUTOCORRELATION CORRECTIVE ACTION, ITERATIVE APPROACH, NON-LINEAR REGULATED SALES VARIABLE ....... TOBIN'S Q REGRESSION RESULTS, AUTOCORRELATION CORRECTIVE ACTION, FIRST DIFFERENCE APPROACH, N ON -LINEAR REGULATED SALES VARIABLE .................................. MARKET-TO—BOOK REGRESSION RESULTS, ORDINARY LEAST SQUARES REGRESSION MODEL, LINEAR REGULATED SALES VARIABLE .................. MARKET-TO-BOOK REGRESSION RESULTS, AUTO- CORRELATION CORRECTIVE ACTION, ITERATIVE APPROACH, LINEAR REGULATED SALES VARIABLE . MARKET-TO-BOOK REGRESSION RESULTS, AUTO- CORRELATION CORRECTIVE ACTION, FIRST DIFFERENCE APPROACH, LINEAR REGULATED SALES VARIABLE ............................ MARKET-TO—BOOK REGRESSION RESULTS, ORDINARY LEAST SQUARES REGRESSION MODEL, NON-LIN EAR REGULATED SALES VARIABLE .................. MARKET-TO-BOOK REGRESSION RESULTS, AUTO- CORRELATION CORRECTIVE ACTION, ITERATIVE APPROACH, NON -LINEAR REGULATED SALES VARIABLE .................................. MARKET-TO-BOOK REGRESSION RESULTS, AUTO- CORRELATION CORRECTIVE ACTION, FIRST DIFFERENCE APPROACH, NON-LINEAR REGULATED SALES VARIABLE .................. Page 109 110 111 112 119 120 121 122 123 124 LIST OF FIGURES Figure Page 1 EXPANDED ADJUSTED WACC SOLUTIONS .............. 60 CHAPTER 1 INTRODUCTION The purpose of this dissertation is to reconcile the techniques for determining the cost of equity for wholly owned regulated utilities, between those defined by financial literature and regulatory practice. Specifically, I consider whether or not regulatory practices are based on financial theory when a company uses debt financing at both the parent and subsidiary levels. Anecdotally, some believe that regulatory rulings in setting "fair" rates of return have moved away from financial theory ."1 If this is true then the objective measure of what is "fair" in theory is not being practically applied. The utilization of leverage on two separate organizational levels is referred to as “double leverage”. For example, assume Company S whose assets are financed with both debt and equity, operates as a regulated, public utility. The common stock of Company S is in turn owned by Company P, who acquired a portion of the funds used to obtain Company S's common stock with debt. A single cash flow generating process has therefore been leveraged twice. The question that arises is, "What should be Company S's allowable rate of return for equity?" Since Company S's common stock is not publicly traded, the normal security market directly determined rate cannot be utilized. Double leverage has more significance in regulated than in unregulated industries. One of the goals of public utilities regulators is to set revenue requirements that will permit the utility to cover their operating expenses, while also providing a fair rate of return to investors. These rates of return must be high enough to attract investment capital, while at the same time not so high as to allow excessive profits at the expense of the utility's customers. Achievement of this goal becomes more difficult when the utility is a wholly 1Measuring the cost of capital for unregulated firms with this type of debt financing is equally important, but empirically difficult to test because unregulated firms are not required to disclose rate of return information for each subsidiary. Thus the topic is more easily pursued within the regulated industry context. 1 2 owned subsidiary, with its parent utilizing debt to support their equity investment in the regulated utility. Although a parent/subsidiary relationship is commonplace in the regulated utility industries, double leverage primarily occurs in the water and telecommunications industries. The Public Utility Holding Company Act of 1935 does not allow parent companies to issue debt for the purpose of acquiring common stock of electric and gas utilities. However, this restriction does not apply to the water and telecommunications industries. An example of the usage of double leverage in the telecommunications industry is the GTE Corporation. GTE has stated in Moody's Public Utilities Manual that they own no plant, real property, franchises, or concession except indirectly through their investments in subsidiaries, yet they show $4,833,443,000 of parent level debt, together with $9,468,572,000 of debt at the subsidiary level. Presumably, some portion of GTE's parent level debt has been utilized to support its equity holdings in the equity positions of its regulated affiliates. This issue has become more complicated in recent years because the parent companies have moved into unregulated investment opportunities. If regulators allow too high a return on the subsidiary's equity, the parent's unregulated business interests could be subsidized by its regulated investments at the expense of the regulated subsidiary's rate- payers. The opposite would occur if too low a return were set. The primary issue of the double leverage approach being utilized to determine an allowable rate of return on equity for regulated holding company affiliates, involves the affects of these cross subsidizations. Historically, the literature has concentrated on two approaches to determine an allowable rate of return for a wholly owned subsidiary, where parent debt has been used to obtain part of the subsidiary's equity, -- the independent firm approach and the double leverage approach. The independent approach assumes the parent and subsidiary are independent of one another. The parent's debt position, and, in turn its related interest tax shield are therefore ignored. The rate of return on the subsidiary's equity is estimated using the market determined costs of equity of other publicly traded firms of similar risk The independent firm approach is supported by Brennan and Humphreys (1973), Lerner (1973), Brown 3 (1974), Jones and O'Donnell (1978), Pettway and Jordan (1983), Rozeff (1983)2, and Beranek and Miles (1988). The double leverage approach assumes the parent and subsidiary are not independent. It uses the parent's weighted average cost of capital as the subsidiary's cost of equity. It therefore recognizes the parent's debt position, along with its related interest tax shield. The supporters of the double leverage approach include Bachman and Kristen (1972), Copeland (1977), and Seeds (1978). In addition to the independent firm and double leverage approaches, other approaches have been included in studies by Fitzpatrick (1977) , Beedles (1984), and Ezzell, Hsu, and Miles (1991). Fitzpatrick's adjusted capital cost method, (1) assumes that the subsidiary's capital ratios to be equivalent to the consolidated capital ratios for the entire holding company; and (2) computes the subsidiary's true cost of equity capital consistent with the operating risk characteristics of the subsidiary. Given a parent, two subsidiary case, Beedles' capital structure method allocates the parent's debt to each subsidiary, based the operating risk of each subsidiary. Ezzell, Hsu, and Miles ( 1991) bring out some interesting criticisms concerning both of these methods. Their main criticism of the double leverage approach is that it ignores differences in risk among the subsidiaries. The independent firm approach has a problem because it allows an equity wealth creation at the parent level by ignoring the interest tax (shield) savings of debt canied at the parent level. Ezzell, Hsu, and Miles build a model that uses this interest tax savings to lower the subsidiary's cost of capital. Regulatory public utility commissions do not currently utilize the double leverage approach. In its place a majority of the state commissions, including most of those that had previously used the double leverage approach, utilize the independent firm approach and require firms to use a consolidated tax adjustment. The original intent of the this tax adjustment imposed by regulatory authorities had been meant to deal with subsidiary operating losses. Since the parent/subsidiary system was allowed immediate tax credits as a result of these losses, the tax adjustment spreads the system's tax credits to all of the 2Rozeff‘s article proposes a modified double leverage approach that actually determines the independent firm approach results for a parent, two subsidiary case. His approach determines one subsidiary's equity return when the other subsidiary's equity 1rienturn, the parent's equity return, and the parent's weighted average cost of capital are own. 4 system's profitable subsidiaries, not just to the parent and ultimately the parent's equity shareholders. State public utility commissions that utilized the double leverage approach in the early 1980's were concerned with the parent firm's shareholders receiving a return in excess of their "fair" market return when debt was issued at both parent and subsidiary levels. According to financial theory, the double leverage approach eliminates any wealth creation at the parent level caused by the parent's interest tax shield. The regulatory commissions have utilized the independent firm approach to adequately compensate the parent for investment risk, but have also reduced the parent's interest tax shield affect through the use of a consolidated tax adjustment. Independently, Ezzell, Hsu and Miles have derived a methodology which again uses the independent fum approach to compensate for investment risk, along with lowering the allowed return of each subsidiary to reduce the parent's interest tax shield affect Based on the past practices of public utility commissions and the recent developments in financial theory as discussed above, several questions naturally arise. First, is the methodology developed through the regulatory proceedings essentially equivalent to that presented by Ezzell, Hsu and Miles? Second, are either of these two procedures consistent with the alternative approaches provided by Fitzpatrick and Beedles? Third, can the effect of a consolidated tax adjustment utilized by a majority of the public utility commissions be empirically tested? In order to investigate these questions, this study is organized as follows. Chapter 2 provides a thorough literature review of the financial theory and empirical evidence that deal with the concept of double leverage and its affect on the allowable cost of equity for wholly owned regulated utilities. Chapter 3 reviews the W of rate case decisions regarding the previously mentioned area of interest. Chapter 4 covers the descriptive value to be utilized in the empirical test, Tobin's Q. Chapter 5 focuses on the Ezzell, Hsu and Miles methodology, providing a better understanding of the Ezzell, Hsu and Miles approach. Chapter 6 expands the perpetual cash flow model utilized in chapter 5, comparing the results of eleven different methodologies. Chapter 7 covers the empirical test and its results. Chapter 8 provides concluding remarks. CHAPTER 2 LITERATURE REVIEW The research questions which I investigate encompass both theory and the empirical testing of the theory. Thus this chapter reviews papers that provide normative models and empirical results related to the regulation of allowed rates of return for a wholly owned regulated subsidiary. financial Ihegry Theoretical literature concentrates on two approaches in addressing an allowable rate of return for a wholly owned regulated subsidiary, the double leverage approach, and the independent firm approach. There are three published articles supporting the double leverage approach, seven articles favoring the independent firm approach, and three articles that offer alternative approaches. The following three subsections discusses these papers and their approaches. WM Backrnan and Kirsten (1972) is the earliest article found supporting the double leverage approach. They state that when a holding company owns all of the common stock of an operating company, it is not appropriate to determine the operating company's return on equity by the usual comparatives with other utilities or industrial company common stock. Because the operating company's common stock is not publicly traded, it does not have to meet the capital attraction standard.3 The capital attraction standard must be met by holding company securities, because they are the issues available to the public. So long as the 3The capital attraction standard applies to the firm's ability to attract additional capital through the sale of its securities. Here the point in question relates to a wholly owned regulated subsidiary being able to obtain additional equity capital from its parent company as funding requirements arise. 5 6 holding company can attract the funds required by their operating companies, the capital attraction standard has been satisfied. Because the offered securities often include debt securities, these funds are usually obtained at a lower cost than if the operating company's common stock is sold directly to the public. The ratepayer should benefit from these savrngs. Copeland (1977) asserts that the logical basis for the double leverage approach flows from the context of the modern theory of capital budgeting. Competition and goal maximization induces firms to increase investment as long as the internal rate of return on the last investment project undertaken just equals the cost of capital. In competitive equilibrium the net present value of the last investment project undertaken is zero. In turn, for the rationale of utility regulation to emulate the competitive result, restricting the holding company's return on investment, the equity of a wholly owned regulated subsidiary should be the holding company's weighed average cost of capital. Copeland addresses some common criticisms of the double leverage approach. He provides that the double leverage approach does not discriminate against the holding company arrangement, since it is obvious that subsidiaries of holding companies are different than fums that are not subsidiaries. Because they are different, commissions must be careful to determine whether or not the difference has implications for regulatory practice and methodology. Copeland claims that included in the diversity between a subsidiary and independently owned operating utility is a difference in the financial risk for capital invested in the two utilities. He also refutes the argument that for the double leverage approach to be valid it must be carried to its ultimate conclusion, applying the double leverage concept to the individual investors who purchase the parent company's common stock. When individual investors employ personal leverage so as to earn more than the return they actually require on personal funds, disequilibrium exists which cannot last in a competitive capital market Equilibrium is restored when the return on personal funds earned by the marginal investor just equals the required return. In equilibrium the market yield on the holding company's stock also just equals the marginal investor's weighted average cost of capital. Because the competitive forces of the marketplace prevent the marginal investor from earning any more than his weighted average cost of capital on his common stock investments in the holding company, there is no need to worry about the problem of "triple" leverage.4 4The immediate problem with Copeland's logic conceming "triple" leverage is that this same argument could explain away any concern for worrying about "double" leverage. 7 Seeds (1978) is the final article supporting the double leverage approach. He poses that determining a regulated utility's overall cost of capital for rate-making purposes is a very complex issue. However, this complexity can be reduced by simply applying the double leverage approach. This straightforward analytical analysis of the parent company's and subsidiary's capital structures determine the overall rate of return to be applied to the subsidiary to recover all capital costs of the subsidiary and the parent company. In summary, four key points arise from these papers. First, the capital attraction standard must be met by only the securities that are directly available to the public. Second, the double leverage approach flows from the context of capital budgeting theory. Third, double leverage's recognition of the differences in financial risk is the cause of any differences when comparing its allowed rate of return for a wholly owned regulated subsidiary to that of an independently owned operating utility. Finally, the double leverage approach provides a simple, straightforward solution to the original complex issue regarding a fair and reasonable rate of return on the equity of a wholly owned regulated subsidiary. W The proponents of the independent firm approach are not only greater in number than those of the double leverage approach, but their support of the independent firm approach has continued over a longer period of time. Brennan and Humpreys (1973) supported the independent firm approach by focusing on the apparent weaknesses of the double leverage approach. They argue that the double leverage approach does not make the wholly owned subsidiary's allowable cost of equity funding dependent upon the cost of using the funds in its business, but upon its cost to the purchaser or owner of the subsidiary's securities. This results in shifting the risk governing the return allowed to the owner rather than the issuer of the securities. They cite that the marketplace for capital does not concern itself with who owns the business, or the source of the owner's capital, but with the earning power of the assets of the business and the risk related to such ownership. Lerner (1973) attacked the capital attraction standard criteria by Backrnan and Kirsten cited earlier. Lerner argues that it would be contrary to sound management principles for a holding company to retain or purchase additional common stock that did not meet or have 8 the potential to meet capital attraction standards. He also states that regulatory authorities should not give consideration to the capital structure, sources of capital, or cost of capital of a parent company in determining a subsidiary company's allowable rate of return for two reasons: (1) the holding company form of organization may permit the entire entity to borrow more funds than the individual operating companies, and (2) the debt of the parent itself cannot be assigned legally, and should not be assigned hypothetically to any of the operating utilities. Brown (197 4) attacked the intent of treating the allowed return of an operating utility differently, based on the ownership of its common stock. He states that when the double leverage approach is utilized, the allowed cost of equity for wholly owned operating utilities are lower than if these same operating utilities are allowed a higher return on equity based on risk when owned by individual stockholders. As a result identical utility assets employed in exactly the same use and under the jurisdiction of the same regulatory authority can possess unequal return allowances. Brown is the first to point out that imposing the parent's weighted average cost of capital for all regulated subsidiaries of a holding company ignores any differences in risk between the subsidiaries. Jones and O'Donnell (1978) challenge the regulatory legality of the double leverage approach. They pose that the double leverage approach requires the assumption that each subsidiary should earn identical rates of return on equity, so that the parent's equity return does not exceed the allowance determined by the state commission. This constitutes regulation of the holding company, not the operating subsidiary, which exceeds the state commission's regulatory authority. They also point out that just as market evidence is not available on the wholly owned subsidiary's common stock, valid market evidence concerning the parent is likewise unavailable. Market evidence of the parent holding company's publicly traded common stock is applicable to the consolidated operation, and cannot be utilized to determine a cost of equity as if the parent is standing alone. Pettway and Jordan (1983) follow a different approach to those previously taken. They analyze the aspects of the independent firm and double leverage approaches utilizing the following objective standards of rate of return regulation that they obtained from the Bluefield and Hope cases5 and regulatory practices: 5Bluefield Water Works and Improvement Co. v. Public Service Commission of West Virginia (1923) 262 US. 679, 692; Federal Power Commission v. Hope Natural Gas Co. (1944) 320 US. 591, 603. 9 1. That the allowed return must be sufficiently low so as to eliminate "monopoly rents" or "producer's surplus" in the operating company.6 2. That the allowed return must be sufficiently high so as to attract capital and to guide the allocation of capital resources in a socially desirable fashion. 3. That the allowed return must exactly compensate investors of capital for the riskiness of their investments in the public utility. Pettway and Jordan find that double leverage provides a rate of return that would meet all three criteria if and only if one of the following conditions are met: 1. The parent has only one subsidiary. 2. All the subsidiaries have equal systematic risk. 3. The systematic risk of the particular regulated subsidiary is equal to the weighted average systematic risk of all the subsidiaries. They find that the independent firm approach satisfies all three standards without the use of any restrictions. In a similar yet slightly different manner, Rozeff (1983) points out that the primary fault of the double leverage approach is that it does not take into account the presence of other subsidiaries. Rozeff then provides what he terms as "The Modified Double Leverage Approach". Rozeff starts by establishing a fundamental financial equality : In a competitive financial market, the weighted average required return on a set of assets whose risks can differ equals the weighted average capital costs of the financial securities used to finance the assets. Utilizing the legal framework of the Hope Natural Gas case cited earlier by Pettway and Jordan and his fundamental financial equality, he uses a parent, two subsidiary numerical example to show that his modified double leverage approach properly arrives at a fair rate of return. In his example, Rozeff shows that when the capital costs of debt for the parent and both subsidiaries are known, along with the costs of equity for the parent and the first subsidiary, the required rate of return on equity for the second subsidiary can be determined. Although not stated, the results of Rozeffs modified double leverage 6The terms "monopoly rents" and "producer's surplus" apply generally to that portion of the return on investments which is above the utility's cost of capital. (Taken from the authors' footnote #2.) 10 approach are found to be consistent with those of the independent firm approach, when the parent's cost of equity is a resultant of the costs of equity of its subsidiaries. Beranek and Miles (1988) define a concept similar to the one posed by Rozeff. They first state that the double leverage approach implicitly assumes that if the holding company (not the utility) is permitted to earn its cost of capital, the objective standards of rate of return regulation automatically be upheld for the operating regulated subsidiary. They counter that allowing a holding company to earn its apparent cost of capital does not assure its regulated subsidiaries are earning their costs of capital. Their basis for making this statement is built around the concept that the parent company's cost of equity is determined, at least in part, by the subsidiaries' costs of equity. Further, the parent's weighted average cost of capital is itself a weighted average of the equity costs of all its subsidiaries. Alternatively, the double leverage approach uses the parent's capital costs to determine the subsidiary costs, which in most cases is inaccurate. They pose that if security prices are in equilibrium, the total expected cash flow to the parent's claimants must equal the total expected cash flow from the parent's interest in each of its subsidiaries depicted by the following equation: Epsp + £be = Eiksk (2.1) where: Sk = value of equity in subsidiary k; k = 1, ..... , n rk = expected rate of return on subsidiary k's equity; k = 1, ..... , n Sp = value of the parent's equity ip = expected rate of return on the parent's common stock B1) = value of the parent's debt rb = expected rate of return on the parent's bonds If equation (2.1) is divided by Vp = Sp + Bp, the total value of the holding company, then - S - B b - Jvg‘p'p + —Ev = Xxkrk (2.2) p Sk where: xk = V— 1 1 The left side of equation (2.2) is the parent's weighted average cost of capital, while the right side is a weighted average of all subsidiary equity costs. Since ZSk = Vp, the parent's weighted average cost of capital is itself a weighted average of the equity costs of all its subsidiaries.7 Given equations' (2. 1) and (2.2), Beranek and Miles point out that the conditions under which the double leverage approach is valid are: 1. The parent has exactly one subsidiary. 2. Two or more regulated subsidiaries have identical costs of equity. Beranek and Miles conclude their paper by stating that accepted financial theory leads to the conclusion that the interests of ratepayers and capital suppliers are better served by evaluating a subsidiary utility's cost of capital on the constitutionally valid independent firm approach. In summary these papers bring out four key points. First, the allowed cost of equity for a wholly owned regulated subsidiary should be based upon the inherent risk of the operating subsidiary, not who owns the operating utility or the source of the owner's capital. Stated in a slightly different manner, the capital attraction standard should be applied equally to all public utility companies regardless of ownership. Second, the parent holding company and each of its wholly owned regulated subsidiaries are separate, individual, economic entities, making the parent's capital structure, sources of capital, or cost of capital irrelevant when determining a regulated subsidiary's allowable rate of return. Third, employing the double leverage approach by imposing the parent holding company's cost of capital as the allowed equity return on each of the parent's regulated subsidiaries constitutes regulation of the parent holding company, not the operating utility. Last, the independent firm approach meets all of the rate of return for regulated utilities criteria free of any restrictions, while the double leverage approach can do so only if there exists only one subsidiary, or if each regulated subsidiary within a holding company organization has identical systematic risk. u:iT‘his statement is noted to be similar in concept to Rozeff's fundamental financial 0‘1 1W- 12 MW There have been other alternatives presented in the literature besides the double leverage and the independent firm approaches. Fitzpatrick (1977) provides that there are basically three different approaches to calculating the cost of capital for individual subsidiaries of public utility holding companies: 1. Regulators employing the parent company's cost of equity capital and capital structure in determining an individual subsidiary's weighted average cost of capital. 2. Determining subsidiaries' cost of capital based on their own merits regardless of their parent's earnings history and capital structure (the independent firm approach). 3. The double leverage approach where the parent's weighted average cost of capital is used as the allowed cost of equity for each subsidiary. Fitzpatrick states the first concept stems from the argument that the different subsidiaries of the holding company are ultimately financed from the same pool of financial resources. He poses that this procedure ignores the premise that risk differentials between subsidiaries should be compensated with different equity returns to the individual subsidiaries. The second procedure ignores the possibility of the parent company electing to create "artificial" capital structures for its subsidiaries that could not be supported in the market without the financial support of the parent company. The third approach is theoretically flawed since the parent's return is dependent on the financial characteristics of the utility investments themselves. It is also unfair to corporate investors who may have considerable leverage in their own capital structures. Fitzpatrick next presents a two step alternative: 1. Determine if the subsidiary's capital structure is artificial, looking for variances between the capital ratios within the same holding company system, or the average capital ratios for the industry. If it appears that a subsidiary's capital ratios are normal, its overall capital costs should be based on its reported capital structure. If not, the consolidated capital ratios for the entire holding company should be utilized. 2. Compute the subsidiary's true {cost of equity capital utilizing costs of equity of publicly traded utilities that exhibit similar operating risk characteristics of the 13 operating subsidiary. Reviewing Fitzpatrick's two step procedure, its results are consistent with the independent firm approach if the capital structure of the subsidiary is not considered to be artificial. If the subsidiary's capital structure is considered to be not normal, then the capital ratios for the entire holding company should be used while still utilizing the subsidiary's costs of financing (i.e. debt and equity). Beedles (1984) follows a slightly different approach to that of Fitzpatrick. He asserts that instead of altering return estimates to reflect subsidiary risk, one should adjust the subsidiary's capital structure to reflect operating risk while employing the component costs that are estimated for the consolidated holding company. In a two subsidiary scenario, given equally risky subsidiaries, the parent's debt can be allocated in a manner so that the resultant weighted average cost of capital for both subsidiaries are made equal. When one subsidiary is considered to have greater operating risk, following financial economic theory, a lower debt ratio is assigned to the riskier subsidiary, resulting in the weighted average cost of capital of the riskier subsidiary being greater than that of the second subsidiary. Ezzell, Hsu and Miles (1991) focuses on the two primary approaches, finding weaknesses in both the double leverage and the independent firm approaches. They state that the independent firm approach has the ability to recognize differences risk between subsidiaries in a holding company organization. However, by ignoring the utilization of debt at the parent level allows the parent's interest tax shield benefits to be incorrectly passed on to the parent company's common stockholders at the expense of the regulated operating subsidiary's ratepayers. Conversely, the double leverage approach recognizes the utilization of debt at the parent level, returning the parent's interest tax shield benefits back to the ratepayers. The double leverage approach ignores any differences in risk among a holding company's regulated subsidiaries. Their article portrays an alternative approach that recognizes any differences in subsidiary risk, while at the same time returns the parent's interest tax shield benefits to the subsidiary's ratepayers. This is accomplished in the following manner: 1. Each subsidiary's unadjusted weighted average cost of capital is found utilizing the independent firm approach, which accounts for any risk differences between subsidiaries. 14 2. The present value of the parent holding company's interest tax shield benefits are allocated back to the subsidiaries by reducing each subsidiary's unadjusted weighted average cost of capital. With the use of a perpetual cash flow model where the parent's interest tax shield benefits are allocated back to the subsidiaries based on each subsidiary's investment, Ezzell, Hsu and Miles (El-1M) define this reduction process in the form of an equation: R Zp SWLEW) 1- S where: WACCk“ subsidiary k's adjusted weighted average cost of capital WACCk = subsidiary k's unadjusted weighted average cost of capital zp = tkdp/(l+rf) t = corporate tax rate kdp = the cost of debt of the parent rf = the risk-free interest rate st = (1+ksw)/ksw kSW = the unlevered cost of equity of the parent Lp = the parent's market value debt ratio 11.11. L“ = 31? I1‘ = investment in subsidiary k Lk = the market value debt ratio for subsidiary k They define the parent's unlevered cost of equity, k as being equal to the summation of SW’ the subsidiaries' "equity" weighted cost of equity. Algebraically, _ stk(l'l’k)va 8'” 2(1-Lk)VLk where: ksk = the levered cost of equity for subsidiary k the market value debt ratio for subsidiary k Lk VLk = the levered value of subsidiary k 15 Two of these variables, z.p and st, are a result of the manner in which EHM discount the parent's interest tax shield. For the first period the parent's interest tax shield, tkdprVLp, is discounted at the risk-free interest rate. For periods' two through infinity the parent's interest tax shield is discounted at the parent's unlevered cost of equity, ksw. When placed the more familiar Modigliani and Miller perpetual cash flow model where the parent's interest tax shield is discounted every period at the parent's cost of debt, kdp, the adjustment equation becomes: WACCk“ = WACCk (71% ) where: WACCk“ subsidiary k's adjusted weighted average cost of capital WACCk = subsidiary k's unadjusted weighted average cost of capital t = corporate tax rate Lp = the parent's market value debt ratio IkLk LW - 2:1k Ik = the investment in subsidiary k Lk = the market value debt ratio for subsidiary k Summarizing, there was one common idea presented by each of the three "other" alternatives: The debt carried at the parent level of a holding company organization cannot be ignored. Of the three alternative procedures presented, the approach by EHM provides the most objective alternative, providing a definitive equation for their adjustment procedure. The alternatives by Fitzpatrick and Beedles will not be ignored, but the EHM perpetual cash flow model will be the main focal point of chapter 5. Empirical Evidencc i' R fR mEmiri To date, the empirical evidence in the literature regarding the issue of which approach is more appropriate to utilize has been extremely sparse. O'Donnell and Walker (1987) performed an event study which attempts to test market response to regulatory rulings imposing the use of either the independent fum or double leverage approaches. They circumvented the problem of not being able to directly observe the equity returns for 16 affiliated utilities by utilizing American Telephone and Telegraph (AT&T) affiliates that also had existing minority equity positions. Twenty-two rate cases are tested over the 1968- 1980 period involving three AT&T affiliates having minority equity positions with publicly traded stock. An 105 day estimation period (from t=-l35 to t=-3l) is used, and cumulative average abnormal returns are obtained for a 61 day observation period (from t=-30 to t=+30). The event date (t=0) is defined as the date the regulatory agency signed the rate order as identified in the W. O'Donnell and Walker report that when the regulatory agency used the independent firm approach investors earn normal returns, while a double leverage adjustment results in a cumulative average abnormal return that decreases 5.4% during the 61 day observation period. While providing what would be considered logical results, three immediate concerns arise: 1. Of the 22 rate cases, on only two occasions is there a reversal in the agency's utilization of the two alternative procedures, reducing the effect of the agency's final decision, unless the market had mistakenly expected a reversal that did not occur. 2. As brought out by O'Donnell and Walker, "Event studies are based on the assumption that material information is publicly disclosed on one identifiable event date. In contrast, rate cases are conducted in open hearings so that the outcome is not necessarily an unanticipated event" There also can be an extended period between the agency's decision and the actual signing of the rate order. 3. The time period used (1968-1980), which was used because of the AT&T affiliates' having minority equity positions is now rather dated. Given the results of this lone empirical study, I will attempt to study the affects of public utility commission regulation upon the value of the firm. Tobin's Q will be utilized to measure the profitability of holding companies that possess wholly owned regulated subsidiaries. Instead of utilizing an event study approach, using calendar year-end data, a Tobin's Q will be computed for each year-end, measuring the firm's profitability at that point in time. Any regulatory rulings affecting the firm throughout the year will then be reflected by a change in its Tobin's Q. 17 I!"DE"151' The use of Tobin's Q as a measure of profitability is first introduced by Lindenberg and Ross (1981). Subsequent studies have included such areas as market efficiency (Smirlock, Gilligan and Marshall, 1984; Stevens, 1990), tender offers (Lang, Stulz and Walking, 1989 and 1991), takeovers (Chappell and Cheng, 1984; Servaes, 1991; Griffin and Wiggins, 1992; Kin, Henderson and Garrison, 1993), Leveraged Buyouts (Opler and Titrnan, 1993), and insider trading (John and Mishra, 1990; McConnell and Servaes, 1990). Also included in the literature concenring regulated utility regulation is an article by Helrnuth (1990). Helrnuth (1990) focuses on the affect of regulation on electrical utilities. Using 45 electric utilities, Helmuth determines an average yearly Tobin's Q for the years 1981-1984. He then compares this electric utility average Tobin's Q to an average Tobin's Q for all nonfmancial firms. He finds that a t-test for each yearly comparison can not reject the hypothesis that an average electric utility Tobin's Q is equal to the average nonfinancial firrns' Tobin's Q at the 1% confidence level. Helrnuth concludes that his results provide evidence that the electric utilities earned a normal return from 1981 through 1984. Smirlock, Gilligan and Marshall (1984) are interested in obtaining statistical support for conflicting hypotheses concerning market concentration. An average Tobin's Q is determined for each firm for the 1961- 1968 time frame. These averaged Q's are then linearly regressed against the variables market share and concentration ratio. Control variables, barriers to entry and market share growth, are also included. They find that the coefficient for market share is positive and significant at the 1% level, while the concentration ratio coefficient is not significant at any conventional level. These results did not change when the control variables are included. The results provide support for the efficient structure hypothesis. Stevens (1990) took the work of Smirlock, Gilligan and Marshall, and expands the regression to include the additional interactive variable of (market share x concentration ratio). Including this additional term in the regression, Stevens obtains results that did not support the conclusions of Smirlock, et al. McConnell and Servaes (1990) are interested in statistically testing the relationship between management ownership and firm value. Tobin's Q's are obtained for nonfinancial 18 firms for the years' 1976 and 1986. These then are regressed against insider ownership, utilizing a quadratic regression model (Tobin's Q's are regressed against insider ownership and insider ownership squared). This resulted in their finding strong evidence for the existence of a curvilinear relation between insider ownership of equity and firm value. Guarding against outliers biasing their results, the authors removed the observations for firms had had Q's greater than 6.0. The following control variables are also included: 1. Financial leverage (debt market value / replacement cost) 2. Research and development expenditures (R&D expense / replacement cost) 3. Advertising intensity (advertising expense / replacement cost) 4. Replacement cost With one exception, all of the control variables are found to be significant (the replacement cost coefficient was not found to be significant for the 1976 sample). Chen, Hexter and Hu (1993) tested the relationship between management ownership and firm value, using the same dependent and independent variables utilized by McConnell and Servaes (1990). They obtain Tobin's Q's from the National Bureau of Economic Research Inc for 1976, 1980 and 1984, for large US corporations whose net annual sales are greater than the smallest Fortune 500 firm in the year of analysis (they felt this selection would better guarantee a higher degree of homogeneity in their sample than McConnell and Servaes, who had included a number of small firms). Additionally, they also include a cubic regression form (insider ownership, insider ownership squared, and insider ownership cubed). Similar to McConnell and Servaes, the quadratic form performed the best for the 1976 data. However, the cubic form outperformed the linear and quadratic forms for the 1980 and 1984 sample years. They also include an additional control variable, firm size (replacement cost/ total assets) These last four studies did not deal directly with regulated utilities. However, their statistical procedures are deemed to be more rigorous than Helmuth's methodology. More importantly, the procedures utilized by these four can be adapted to the empirical concerns of my study. CHAPTER 3 PUBLIC UTILITY REGULATORY REPORTS REVIEW This chapter discusses which of the approaches are supported by the public utility commissions through their rate case rulings. While looking for rate case determinations dealing with an adjusted allowed rate of return for a wholly owned subsidiary, I have determined that two separate categories exist, those cases where "double leverage" is specifically stated and cases where consolidated tax judgments are imposed. Wm Reviewing rate regulation cases from 1952 through 1992, twenty cases specifically mention "double leverage" in their determinations. All of these cases involve companies that are part of a holding company organization. The cases cover the period 1973 through 1984. They involve thirteen different state commissions. Twelve state commissions return rulings that favor utilizing the double leverage approach, and are located in Alabama, Alaska, Arkansas, Illinois, Iowa, Kansas, Maine, Montana, New York, Tennessee, Texas, and Wisconsin. One commission, the Florida Public Service Commission ruled against using the double leverage approach. The most active commission was the Arkansas Public Service Commission, which had four rate case rulings favoring the use of the double leverage approach. Of the twenty cases, eighteen involve telephone utilities, one a water utility, and one case involves a holding company in the electric and gas transmission industries. The Florida Commission case that rejected the double leverage approach provided the following rationale: 19 20 Re Florida Telephone Corporation, Docket No. 780912-TP, Order No. 9551, September 17, 1980; 39 PUR 4th; 452-472: The direct double leverage approach incorporates the debt and preferred stock costs of Florida Telephone, but it assumes that the source of funds made available to the operating company should be a major consideration in determining its rate of return. We disagree. The important consideration should be the alternative investments available to the stockholder(s). The rate of return analysis should be accomplished within that context, without reliance on the source of a particular stockholder's funds. Only in this manner can a capital structure truly reflect investment options in the marketplace. A "one stockholder" subsidiary is subject to capital attraction standards in the same manner as other companies. If the parent company is not satisfied that the return on investment of a subsidiary is commensurate with the return to be earned elsewhere on investments with similar risks, it simply will decline to purchase additional equity from the subsidiary. The subsidiary would either have to reduce service or sell shares in the open market and is, therefore, met with market challenges similar to those of other companies. Of the cases ruling in favor of the utilization of the double leverage approach, the following is a representative example of the most often cited reasoning of the parent's stockholders eanring an unreasonably high return: Re Hawkeye State Telephone Company, Docket Nos. U-270, U-392, September 7, 1973 (Iowa State Commission); 2 PUR 4th; 166-187: Under our system of regulation a company is allowed to earn on the shareholders' equity investment in utility plant a return equal to what it currently costs the company to attract that equity in the stock markets. Where a company's equity is held directly by shareholders this is accomplished by allowing a company a return on its equity investment in utility plant equal to the market cost of equity. However, when there is a parent-subsidiary relationship, where there is debt issued by both parent and subsidiary, there exists a form of financial pyrarniding known as "double leverage." If we were to ignore this double leverage and allow the subsidiary a renrm on its "apparent" equity investment in utility plant equal to the market cost of equity, this could result in the parent's shareholders earning more on their investment in the company (represented by the book value of each share of the parent's common stock) than the market cost of equity. Another often cited rationale for using the double leverage approach involves the importance of recognizing the debt held at the parent level: 21 Re RCA Alaska Communications Inc., U-78-4, Order No. 33, April 22, 1981 (Alaska Public Service Commission); 42 PUR 4th; 683: There are two circumstances in which the commission might reasonably disregard a utility's actual capital structure and adopt a hypothetical capital structure for rate-making purposes: (1) a utility's actual capitalization is determined to be inefficient and unreasonable, thereby producing an inflated return rate and (2) a utility is part of a holding company system in which the utility's book capital structure and capital costs may not be a true reflection of the system's capital costs with respect to a particular operating company. As a matter of regulatory policy, the commission endorses the use of the double leverage method to anive at a capital structure to the extent that a utility's parent company has debt in its capital structure, since in that case the utility's booked equity capitalization ratio actually underestimates the amount of debt which is being used to finance operations. Part of the regulatory process includes judicial review of state commission determinations. The objectives of this review are to ensure that the commission has not exceeded its authority, that the determinations are supported by the hearing's evidence, and that the orders handed down will maintain the financial integrity of the utility. At the same time the court is obligated to look out for the interests of the public. One double leverage determination that was overturned by judicial review involves the following case: Re New England Telephone and Telegraph Company, Docket Nos. 80-142 et a1, March 30, 1981 (Maine Public Utility Commission); 42 PUR 4th; 182-252: In Re New England Teleph. & Teleg. Co. F.D. No. 2213, June 10,1977, this commission found that since the company was part of a financially integrated holding company it was "essential to take into account the effect of the financial relationships between the subsidiary and the parent in determining the proper cost of capital." That same reasoning applies here. . . In Re New England Teleph. & Teleg. Co., supra, we found that the recognition of double leverage was essential to determining a fair rate of return to NET. At that time, however, there existed a 14 per cent minority interest of publicly held shares. On appeal, the law court found, in New England Teleph. & Teleg. Co. v Maine Pub. Utilities Commission (Me Sup Jud Ct 1979) 27 PUR 4th, 390 A2d 8, that based on the evidence in that case the existence of the minority interest precluded the use of double leverage. In 1980, American Teleph. & Teleg. Co. moved to buy out the minority shares. The record demonstrates no reason to believe that that buy out was not accomplished. It is clear, therefore, that any legal or evidentiary impediment of the application of double leveraging to this case no longer exists. Currently, as reported in the National Association of Regulatory Utility Commissioners Annual Report for 1990, no commission utilizes the double leverage approach in the determination of a regulated utility firm's rate of return. It is not even given as a possible 22 selection. As an alternative, in Section 5, the Special Provisions of the Income Tax Laws, I found that many of the state regulatory agencies require a consolidated tax adjustment, assessing the utility's customers for the taxes paid, rather than what the taxes would be if the firm were an independent utility paying the statutory tax rate amount. The following is a summary of the column reporting "effective consolidated federal income tax: categories it. A - Actual tax (cost of service includes only those taxes to be paid) 17 N - Normalized (combination of actual taxes to be paid, and the tax laws provisions) 15 E - Either 7 O - Other 8 U - Undecided _4 Total 51 3 Given the lack of recent commission activity with regard to the double leverage approach, 1 also consider the rate cases dealing with consolidated tax judgments. WW Reviewing the rate cases that deal with consolidated tax judgments, sixty-nine cases pertain to utilities operating in the telecommunications industry. As before, these cases involve companies that were part of a holding company organization. They involve thirty- three commissions, with sixty-two cases ruling for a consolidated tax adjustment, and seven ruling for a stand-alone tax position. Identifying the commissions by state/district, with the number of cases located in the parentheses, the following list is provided: 8The total number includes the fifty states, plus the District of Columbia. 23 Commission Rulings for the Commission Rulings for the Consolidated Tax Adjustment Stand-alone Tax Position Alabama (1) Kansas (3) North Carolina (1) Delaware (2) Alaska (1) Louisiana (1) North Dakota (1) Louisiana (3) Arkansas (2) Maine (3) Pennsylvania (3) Oklahoma (1) Colorado (1) Maryland (4) Rhode Island (2) Texas (1) Dist of Col (1) Massachusetts (1) South Carolina (1) Florida (2) Michigan (3) South Dakota (1) Hawaii (1) Minnesota (5) Tennessee (5) Illinois (1) Montana (1) Washington (1) Indiana (2) Nebraska (2) West Virginia (6) Iowa (2) New Jersey (1) Wisconsin (3) The Louisiana Public Service Commission is the only reversal listed. An in-depth search of the W to obtain each state's (plus the District of Columbia) mcst mm consolidated tax judgment provides the following results: 9 Stand-Alone Treatment: (An affiliated utility should be treated as if it were an independent utility, calculating its tax allowance as though it were an independent firm.) 13 rulings: 1 general decision 3 telephone utility decisions 3 water utility decisions 3 electric utility decisions 2 gas utility decisions Consolidate-Entity Treatment: (Consolidated tax benefits realized by an subsidiary utility are allocated at least partially back to the utility's customers, thereby reducing the rate that the customers must pay by the amount being allocated.) 32 rulings: l7 telephone decisions 6 electric utility decisions 5 water utility decisions 4 gas utility decisions No Ruling: 6 agencies 9The most recent decision is utilized rather than the most recent telecommunications' judgments, based on the idea that the market would view future decisions concerning telecommunications rate cases be consistent with the most recent one, changing expectations and therefore the value of all regulated utilities operating in that state even though the ruling only would be directly applied to the utility named in the decision. 24 The original basis for these findings are obtained from McGilsky (1986). She reports that through 1984, the W identifies thirty-four states plus the District of Columbia following the consolidated-entity tax adjustment, with eight states using the stand-alone approach, and eight states having made no tax ruling. As shown above, through 1992, utilizing each agency's most recent ruling, thirty-two agencies are utilizing a consolidated-entity tax adjustment, thirteen agencies have directed that the stand-alone approach be followed, and six have taken no position. In part the movement from a consolidated tax adjustment to the stand-alone approach could be a reaction to three Internal Revenue Service (IRS) private letter rulings. As an example of one of the changes in position: Re Iowa Public Service Co. (IPS), Docket No. RPU-87-3, Iowa Utilities Board, June 17 1988; 94 PUR 4th; 239-289: The Board finds IPS's reasons for basing tax expense on a "stand alone" tax rate to be persuasive. The private letter rulings cited by [PS which support IPS's position are dispositive of the situation. . . . The Iowa Supreme Court has further stated that a private letter ruling, whatever its strength, could be recognized by the Board. Office of Consumer Advocate of Iowa v. Iowa Utilities Board, 419 N.W.2d 373,375 (Iowa 1988). The Board cannot ignore the IRS interpretation, even if it should disagree with the reasoning. The Board will defer to the private letter rulings. Secondly, the ratepayers do not pay for losses of subsidiaries and should not reap the tax benefits associated with the losses. The benefits from the losses should accrue to the shareholders who hear the risk. The following are examples of tax positions for rate case decisions concerning companies operating in the telecommunications industry: Stand-alone tax position: Re GTE Southwest Inc., Docket No. 5610, 15 Tex PUC Bull 1, Texas Public Utility Commission, February 23 1989; 106 PUR 4th; 194-342: The court (See, e. g. City of Charlottesville, 774 F.2d at 1213, 1216) has recognized that when a consolidated group uses the tax gains of one affiliate to offset the tax loss of another, it is in effect cashing in a future tax reduction belonging to the loss affiliate. The result, therefore, is not a reduction in tax liability, but only a deferral of a tax liability. The consolidated group benefits only to the extent of the time value of money. Therefore, reducing a utility's allowable income tax expense by the full amount of its consolidated tax saving appropriates the current tax benefit from an unregulated affiliate without a commitment to pay back the funds in the future when that affiliate will face a higher income tax liability. If accelerated depreciation or investment 25 tax credits created the tax loss, the normalization rules are violated by the appropriation of the current benefit. Consolidated tax adjustment: Re GTE South, Inc, Case No. 90-522-T-42T, West Virginia Public Service Commission, May 31 1991; 123 PUR 4th; 257-282: The Commission has addressed the issue of consolidated tax savings on a fairly consistent basis for many years. In developing its proposed tax allowance in this case, the Staff has reflected a savings in its federal income tax calculation relating to the filing of a consolidated tax return. However, the Administrative Law Judge (ALJ) rejected this calculation in large measure because of the proposed IRS' regulations which would have apparently prohibited the Commission from reflecting the tax benefits associated with filing a consolidated tax return. On April 30 1991, however, the IRS withdrew its proposed utility normalization rules. Since these proposed regulations have been withdrawn, and since the existence of these regulations served as the basis upon which the ALJ rejected Staffs proposed consolidated tax savings adjustment, the Commission must reverse the ALJ and correspondingly reaffirm its long-standing policy regarding the treatment of the benefits associated with the filing of a consolidated tax return when determining a utility's allowance for federal income tax purposes. The Commission has held in numerous cases that the filing of a consolidated tax return allows the consolidated group to utilize certain parent company tax losses, that could not otherwise be utilized. If the Commission were to disregard these losses, which are offset against taxable income of the operating companies in a consolidated tax return, the Commission would in effect he allowing a tax allowance in excess of the actual tax requirement Such an allowance would be unreasonable. Thus, the Commission will not depart from the utilization of a proper portion of the parent company tax losses in a determination of the income tax allowance for GTE. The following is a case that takes a position similar to Ezzell, Hsu and Miles (1991), focusing directly on the interest tax shield benefits a parent would receive from its debt held at the parent level when filing a consolidated return: Re The Chesapeake and Potomac Telephone Company, Formal Case No. 595, Order No. 5623, District of Columbia Public Service Commission, January 25, 1974; 4 PUR 4th; 1-82: Another disputed issue in this case involves the company's allowance for taxes. Although the Bell System files a consolidated return, the Bell parent company and each of the subsidiary Bell operating companies pay a share of the total Bell System taxes directly to the federal government. In reporting its federal income taxes, the Bell parent receives the entire benefit of the interest deduction on debt which it issues. The 26 subsidiary operating companies take advantage of a deduction for interest only on debt which the subsidiaries themselves issue. The commission's staff has computed the company's tax allowance so that its interest deduction is based upon the debt ratio and cost of debt for the entire Bell System . . . The staff position is based upon the premise that it is essential to compute the company's tax allowance on the basis of the debt structure and cost of debt for the Bell System as a whole in order to equitably distribute the tax burden among the operating companies and to avoid substantial tax bonuses to the Bell parent The staff maintains that the company is not an independent entity and its capital structure is artificial except as considered as a part of the Bell System. Consequently, it is urged that the company's equity—which is held entirely by its Bell parent—is actually financed, at least in part, through debt issued by the parent and that tax benefits flowing from the issuance of that debt should be made available to reduce the allowable tax liability in fixing rates for the company. In summary there are two key points brought out by the public utility regulatory reports. First, rate cases dealing with wholly owned adjusted subsidiary rate of return regulation have focused on the same basic issue posed by the financial literature, "Should the debt of the parent be recognized when determining a 'fair' rate of return for wholly owned regulated subsidiaries?" Based on the number of cases imposing either the double leverage approach (19 of 20), or a consolidated tax adjustment (62 of 69) public utility commissions have ruled that the parent's debt position should be recognized. Second, state commissions have used both double leverage and consolidated tax adjustments. The trend of usage has been away from double leverage, to consolidated tax adjustments. CHAPTER 4 TOBIN'S Q DERIVATION Tobin's Q has been selected as the descriptive dependent variable for my empirical study. Tobin's Q has been computed, using the Lindenberg and Ross (1981) algorithm. In particular, the following procedures are performed to obtain the calculation: Marketlalue W The recorded calendar year-end common stock market values are multiplied by the calendar year-end common stock shares outstanding. Wk Because of the problem of obtaining complete price quotes for preferred stock, each firm's aggregate preferred stock market value is calculated by dividing its total annual preferred dividends by Standard & Poors’ December corporate preferred stock yield index average for each year. Debt The market value of debt is the most difficult to obtain, since much of the publicly traded debt is done off of the floor of the exchanges, and is therefore not reported. Any transactions concerning privately held debt is also not reported. There is also the problem of accounting for privately held debt. With this in mind, the question becomes, "Should an imputed market value be determined, or should it be assumed that the debt's market value equal its book value?" Klock, Thies, and Baum (1991) investigate different ways of computing Tobin's Q, based on book, imputed market, and market values of debt Using 100 firms over the period 1977-1983, they find the imputed market value of debt Tobin's Q 27 28 is a marked improvement over the book value of debt Tobin's Q. Following their methodology: 1. Compustat provides book values for total debt, TD, in addition to also reporting those portions of TDt that will mature in years' one through five (Dlt, D2t, D3,, D4t, and D50 for any year t. TDt, is broken down as wt 5 Dlt + th + D3t + D41 + D5; + [314, where Dlt = the debt that will mature in year t+l D2t = the debt that will mature in year t+2 D3t = the debt that will mature in year t+3 D41 = the debt that will mature in year t+4 D5 = the debt that will mature in year t+5 DLt = the long-term debt maturing beyond year t+5 2. Dlt is assumed to have a market value equal to its book value 3. All of the remaining debt's market value is found in the following manner: a. In any year t, all new debt is to be issued for 20 years, with a coupon rate equal to that respective year's Moody's December corporate bond yield average. b. For each of the Compustat reported debt figures of D2t - D5, (D1, is assumed to be market value) are discounted back for periods 1 through 4 respectively, using the coupon rate set in step a, and Moody's December corporate bond yield for year t as the discount rate. c. For the remaining debt DLt (= TDt - 2Dit), DLt is assumed to be issued in equal amounts over the remaining 15 year maturity [D6t through D20t = (1/15)DLd. These book values are similarly discounted back for periods 5 through 19 respectively in the same manner set up in step b. 29 W There are three basic categories within replacement cost: a. plant and equipment b. inventories c. other assets, which includes such assets as cash, marketable securities, or land. As was utilized by Lindenberg and Ross (1981), it is assumed other assets market value equals book value. The following approach was utilized for plant and equipment and inventories. Wm Lindenberg and Ross (1981) postulate that the replacement cost of net plant and equipment (RN Pt) would can overtime as a result of the affects of four major components: Price level changes - increases RN Pt. Technological change - decreases RNPt. Real economic depreciation - decreases RNPt. #9310!— Investrnent in new plant - increases RNPt. Given the investment in new plant and equipment series (10, they develop the following relationship: 1+¢ RNP =RNP- —— +1.120 4.1 ' t1[(1+8)(1+t=)) ] ' ( ) where: 0 is the base year 4), = rate of growth of capital goods prices (for this firm) for year t 8, = rate of (real) depreciation for year L St = rate of cost-reducing technical progress for year t. " = implies "estimated" 30 Continuing with the recursion, l __1:¢__ Rm" = ETC [(1+5)(1_+_e) ]I’+HNP°n(1+5)(1+o) 5:0 where I-INPO = the book value of net plant in year 0. The estimate of (pt used is the GNP deflator for nonresidential fixed investment. The estimate for 5‘ used is _1_)_EPt 5‘: HNP—'_t-. 1 where DEPt = the book depreciation for year t HNPH = historical value of net plant in year H. No good estimate was found for BI, so it was computed endogenously in one of two ways: (1) By using formula (4.1) along with the reported replacement cost for years’ t and t+1, 1+¢ t+1 = RNPt {+1 (1+8t+1)(1+9t+1) RNP + It+1 If it is assumed the rate of technical progress is constant for a sufficient period prior to t, the solution for 0t +1 can be used as an estimate for the years after t The difficulty with this method is that it uses depreciation, inflation, and investment information for only one year, t+1, in order to determine an estimate for many years. (2) 0 can also be calculated by solving 1 l t RNPt = 2 1T (1+9)r t i:¢——S L+ +HN1>o (1+0) tug-1+— W-l—S 68 53 1:0 s=t+r 3:01 using reported replacement costs for a specific year I. These measurements of technical progress at the firm level could be aggregated to the industry level. 31 Using the variables exactly as defined by Lindenberg and Ross, an industry average rate of technological change was attempted, using the second alternative to determine an estimate for the rate of technological change for the telecommunications industry. Replacement cost data for 27 firms in the 4800 SIC range was obtained from the tape produced by Columbia University, which provided replacement cost data over the 1979- 1983 time period. Lindenberg and Ross were not explicit in their explanation for new plant and equipment investment, therefore capital expenditure is used. Compustat calendar year data is utilized instead of fiscal year data, in an effort to neutralize any differences in reporting the data WW Probably the biggest surprise was that the yearly rates of technological change for the included firms were predominantly negative. Summarizing these technological rate estimates: # negative 13 19 17 18 13 # positive 3 6 7 5 6 Range: high .056 .047 .088 .222 2.077 low -.224 -.631 -.537 -.476 -.426 median -.079 -.057 -.029 -.026 -.036 Five year average: -.0455 A yearly rate is obtained by finding the median rate since using an arithmetic mean would place too much weight on the outlying figures. It was also deemed inappropriate to subjectively eliminate the outliers. Since the firm rates were both positive and negative, a geometric mean could not be used. Looking at equation (4.1), both the depreciation rate and the rate of technological change are located in the denominator. I therefore hypothesized that Lindenberg and Ross's estimate for the depreciation rate might be overstated, which if true would cause the 32 rate of technological change to be understated, or in this case negative. An alternative estimate for the depreciation rate was used: 6 _ DEPt ‘ - GNPt-l where DEPt = the book depreciation for year t. GNPH = historical value of gross plant in year t-l. This change provided a less negative estimate for the rate of technological change (-.0213). However, the resulting estimate replacement costs for the 27 firms were not found to be as accurate an indicator for the reported values that were obtained in the initial attempt A third attempt was made, utilizing the change in gross plant for investment in new plant and equipment in place of capital expenditures, feeling that this might more accurately reflect any reduction of plant, property and equipment being done within the industry from year to year. This caused a more negative average rate of technological change (-.0831), with the initial result estimates again showing better accuracy. A final attempt was made, combining the two changes stated above. This rate of technological change estimate (-.0629) was found to provide the least accurate estimates. It should be noted that the results do not necessarily question the logic of the different alternatives, but that the original variables provide the best fit for the reported replacement costs over the 1979-1983 time period. CHAPTER 5 AN ALTERNATIVE DERIVATION OF THE EZZELL, HSU AND MILES MODEL With the public utility commissions' favoring adjustments for parent held debt as a consolidated tax adjustment, it would be valuable to take a detailed observation of the approach found in Ezzell, Hsu and Miles (EHM) (1991). Instead of restating the points of this paper, an equivalent model will be presented, utilizing the more familiar Modigliani and Miller (MM) perpetual cash flow framework. WW Beginning assumptions: 1. There are m subsidiaries, each of which is regulated and wholly owned by the parent firm, p. . Subsidiary k, for k=1,2, . . ,m, has an investment 1k in real assets, which generates a level perpetual before-tax unlevered cash flow stream. . N 0 operating synergy results from combining the subsidiaries into a parent company. . The parent has no investments in any operating assets other than those held by their subsidiaries. . Each subsidiary k and its parent company p maintain constant market value leverage ratios of Lk = Dk/VLk and LI) = Dp/VLp, respectively, where D represents the market value of debt and VL represents levered market value of the firm, inclusive of any adjustments to each subsidiary's cost of capital. The net tax shield on interest is equal to the corporate tax rate, t, with the present value of the interest tax shield being thVLk for subsidiary k, and d‘pVLp for the parent p. . The allocation of any parent level interest tax shield benefits will be the same as is utilized by EHM (qk = Ik/Elk). 33 34 8. To remain consistent with the results of the EHM (1991) perpetual cash flow model, the tax allowance (TA) which in turn sets the allowed revenue uses the flow-through method. MM (1958) wrote a keystone paper concerning a firm's cost of capital, its valuation, and its capital structure. A second article, MM (1963), extended their first paper, by including corporate taxes. Among their results, they found the value of the levered firm to be: VL = Vu + tB (5.1) where VL = value of the levered firm Vu = value of the unlevered firm t = corporate tax rate B = market value of the firm's debt In a manner similar to EHM, if the firm maintains a constant debt ratio, L, making B = LVL, then equation (5.1) becomes: vL = vu + tLVL (5.2) This same format can be placed into a similar equation for a holding company system containing a parent and one subsidiary. For this holding company system, the subsidiary possesses all of the operating assets, while being wholly owned by the parent. To start, for simplification, only the capital structure of the parent includes any debt The resulting equation for the value of this system, Vsys, is: Vsys = Vu(sub) + a‘pVLp (5 '3) where Vsys = levered value of the system Vu(sub) = unlevered value of the subsidiary 1..p = debt ratio of the parent VLp = levered value of the parent t = corporate tax rate 35 For the initial case V is also the levered value of the parent, VLp’ The unlevered sys value of the subsidiary is also the subsidiary's value of its equity, S1. Placing these relationships into equation (5.3): Solving for VLp’ equation (5.4) becomes: 81 va = 11E (5.5) To illustrate the previous discussion: Subsidiary's operating assets (11) = 1000 Subsidiary's debt ratio (L1) = .00 (100% equity) Parent's debt ratio (Lp) = .30 Corporate tax rate (t) = 40% If the subsidiary is allowed the risk-adjusted market rate of return required by investors: Sl[ind] = I] = 100010 From equation (5.5): 51de 1000 VLDlindl = Tifpl = 1-(. )(.3) = “36-36 The difference between va[ind] and Sl[ind]’ 136.36, is the wealth created at the parent level, the present value of the parent's interest tax shield, PVTSpfind]. 10lhe " [ind] " denotes that the subsidiary and parent are being treated as independent entities (or the independent firm approach). 36 WW Placing these results into a market value balance sheet for the subsidiary, the parent, and a consolidated statement provides: S l .1. Recent :2 1'1 1 Assets 1000.00 1000.00 1000.00 PVTSpfind] . .13616 416,335 Total 1000.00 1136.36 1136.36 Debt 340.91 340.91 Equity 1000.00 12144 121—45 Total 1000.00 1136.36 1136.36 If there is a desire that there would be no wealth creation at the parent level, VLpladjl = I], the resultant subsidiary equity value can be determined by an alternative version of equation (5 .5): The cash flows from the subsidiary's operating assets haven't changed, nor has the subsidiary's operating or financial risk changed. The value of S1 is lowered by reducing the "allowed" rate of return for the subsidiary, when the present value of the parents interest tax shield has been taken into consideration. The market value of the operating assets have 1191; changed, so there must be an additional amount recognized along with the value of S1, for the market value balance sheet to "balance". 37 W This revised balance sheet is now: S l ‘1‘ E 2 1'1 1 Assets 1000.00 880.00 1000.00 Total 1000.00 1000.00 1000.00 Debt 300.00 300.00 Equity 880.00 700.00 700.00 PVTSpladJ-l .1201!) Total 1000.00 1000.00 1000.00 Notice that this balancing amount is the "adjusted" present value of the parent's interest tax shield, The wealth creation at the parent level is no longer ignored, but is used to balance the adjusted market value of the parent's investment in the subsidiary to the market value of the subsidiary's operating assets. The adjusted rate of return for the subsidiary can be determined using a cash flow analysis. Given that the subsidiary's risk-adjusted market rate of return can be estimated by the same measures used by the independent firm approach, one method for determining the cash flows would be to start with the subsidiary's tax allowance as a foundation. Equation (5.6) defines the subsidiary's stand-alone, independent firm approach tax allowance. 38 . t TAlfind] = [‘1 ' 111111] [TY I (56) where TAI [ind] = tax allowance for the firm (independent firm approach) r1 = capitalization rate for the firm [ledl + (1-L1)ksl] weighted cost of debt for the firm [led1] value of the operating assets for the firm 11 I1 t corporate tax rate Continuing with the previous example by providing the risk-adjusted market return for the subsidiary's equity if viewed as independent of its parent, and the cost of the parent's debt, ksl = its“, = 15% (L1: 0) From equation (5 .6): TAlfind] = [rl-i1][11][T-t_—t ] = [.15—0111000][%] = 100 W The cash flows for both the subsidiary and the parent are: 11 S l . 1' EBIT 250.00 0.00 -_hrt 4001) (21.02) EBT 250.00 (34.09) -_Ix (1.111.131) 13.63 NI 150.00 (20.45) 1.15111 1500) Netp 129.55 11Depreciation for each period is used to equally offset periodic wear and tear on the subsidiary's operating assets. 39 The independent firm approach rates of return are: ksul = RI?” = 15.00% (=WACC1,sinceL1=0) 129.55 , _ 20.45+129.55 _ ksp = 795.75 = 16.29%, WACCp _ 1136.36 _ 13.20% Using the same basic method to determine the cash flows presented above, an after adjustment tax allowance equation can be derived from the following equations: 1. The tax base for the independent firm with no debt at the subsidiary level is TB1 = al)(ksu1)’ with the tax allowance being TAr = T3161}? ) = (Il)(ksul)(1+t ) 2. If it is desired to acknowledge the present value of the parent's interest tax shield, this can be done by removing this value from the original investment, 11. TB1 = (11 ' tLpVLp[adj])(ksu1) with the adjusted tax allowance being TAlladjl = (11 ' [LDVLPladjlkalle-t ) (57) From equation (5.7), the subsidiary's adjusted tax allowance is: .4 TAM“ = (1000-120)(.15)(3 ) = 88 MW 40 The revised cash flows for both the subsidiary and parent are now: 5 l . 1. EBIT 220.00 -_Int AIME) EBT 220.00 -_Ix (8.8.110) NI 132.00 :thll Netp 12mm 0.00 (121211) (30.00) 12,le (18.00) 132.90 114.00 The adjusted rates of return for both the subsidiary and the parent are: 132 k * = m = 13.20 % (= WACC1*, since L1 =0) sul k, _114 Sp m = 16.29 % ; 18+114 WACCp* = 1000 = 13.20% Notice that (l) the subsidiary's adjusted rate of retum equals the parent's WACCp, and (2) the parent return rates, ksp* and WACC *, are not affected by the adjustment. This results from the cash flows in the numerator for both ksp* and WACCp* being adjusted lower, while the value of the respective denominators, S1) and VLp, have also been adjusted downward with the removal of the wealth creation at the parent level. Onc Subsidiag, Q1212; at Bcth mc Scbsigh'gy agd Parent Levels Subsidiary's operating assets (11) Subsidiary's debt ratio (L1) Parent's debt ratio (Lp) Corporate tax rate (t) 1000 = .50 .30 =40% 41 Using the risk-adjusted market rates of return for both subsidiaries: From equation (5.5): s . . .._llml _ 500 _ VHarmer-"1411, ' 1—(. )(.3) ' 56818 The difference between VLp[ind] and Sl[ind]’ 68.18, is the value of the wealth created at the parent level, the present value of the parent's interest tax shield, PVTSpfind]. WW Placing these results into a market value balance sheet for both the subsidiary, the parent, along with a consolidated statement provides: Assets 1000.00 500.00 1000.00 PVTSplind] . .6818 _68._18 Total 1000.00 568.18 1068.18 Debtl 500.00 500.00 Debtp 170.45 170.45 Equity 518202 221.13 127.13 Total 1000.00 568.18 1068.18 If there is a desire that there would be no wealth creation at the parent level can be accomplished using the following: V . _ Lplmdl VLptadj] - [vafin (”14,111 I11 (5.8) 42 W This would result in the following adjusted market value balance sheets: S_ub1 Parent Consolidated Assets 1000.00 468.09 1000.00 PVTSptadj] —— 453-32 —— Total 1000.00 531.91 1000.00 Debtl 468.09 468.09 Debtp 159.57 159.57 Equity 468.09 372.34 372.34 PVTSptadj] 43-32 - —— Total 1000.00 531.91 1000.00 The risk-adjusted market return for the subsidiary's equity required by individual investors, as well as the cost of the parent's debt are, WACC] = ksul [l-tLl] = .15 [1-(.4)(.5)] = 12% WACCl-kdlLla-t) k.“ = kdp = 10% From equation (5.6): TAmnd] = [r1 -il][11][lL_t ] = [.14- .05][1000][:—2— ] = 60 W 43 The cash flows for both the subsidiary and the parent are: Subsidim Parent EBIT 200.00 0.00 -_lnt (10.00) (11.01) EBT 150.00 (17.05) J}: (612.00) $.82 N I 90.00 (10.23) 1.1811 .2099 Netp 79.77 The rates of return for both the subsidiary and the parent are: ks1 = 33,95% 18.00%; WACC] = 3001006?” = 12.00% _ 79.77 _ , _ 10.23+79.77 ksp " T73 7.7 ‘ 20'0””, WACCp - 568.18 = 15.84% If equation (5.7) is modified to incorporate the debt canied at the subsidiary level, TA .- [(I- v -)WACC -LI (1-t)][t l (59) 1121411 - 1% Lptadu 1 11km (‘17) ° TAlladj] = [[1000-63.83][.12] - (.5)(1000)(.1)(.6)] [.4/.6] = 54.89 Adjustrdfiashflm The cash flows for both the subsidiary and the parent are now: Subsidim Parent EBIT 187.23 3.19 12 -.m (£11m) (11.99) EBT 137.23 (12.77) -_Tx M32) .111 N1 82.34 (10.23) 11311 .2111!) Netp 79.77 The resulting rates of return for both the subsidiary and the parent are: ksl’“ = 832% = 16.47%; WACC1* = 30%;?)2'34 = 11.23 % 79.77 , _ 10.23+79.77 _ ksp* = W = 20.06 % , WACCp* — 568.18 — 15.84 % As previously shown when the interest tax shield affect is recognized and the subsidiary cost of equity is lowered, the parent's respective returns remain unaffected. 12Here EBIT represents the parent's interest income provided by the subsidiary's debt portion of the present value of the parent's interest tax shield, PVTsz EBITp=L1(PVTSp[adJ-])kd1 = (.5)(63.83)(.1) = 3.19 45 I 51.1.. 111:] 151.1. I 1 511121 311122 Subsidiary operating assets (1k) = 1000 2000 Subsidiary's debt ratio (Lk) = .00 .00 Parent's debt ratio (Lp) = .30 Corporate tax rate (t) = 40% Using the risk-adjusted market rates of return for both subsidiaries: Sklindl = 1k (Sl[ind] = 1000; 82[ind] = 2000) A modified equation (5.5) is: zslqind] _ 3000 VLprindl = 1—tr.p " 788— = 340909 Not surprisingly, once again the difference between VLpfind] and ZSkfindP 409.09, is both the present value of the parent's interest tax shield and the value of the parent's wealth creation. Placing these results into a market value balance sheet for the subsidiaries, the parent, and a consolidated statement provides: 5.11111 £11122 Balm mustered Assets 1000.00 2000.00 3000.00 3000.00 PVTSpfind] . $22.92 A0292 Total 1000.00 2000.00 3409.09 3409.09 Debt 1022.73 1022.73 Equity 19181.99 2001200 2336.36 m Total 1000.00 2000.00 3409.09 3409.09 Ifthe deSire IS for VLp[adj] = 3000,1henZSk = VLp[adj](l'tLp) = 3W(.88) = 2640 Each subsidiary's equity can then be determined, using the EHM allocation q's, qk = Skladjl ‘ Slladjl 1k [2}; ] VLpladjla'd‘p) - [% ][2640] = 880; WWW The revised market value balance sheet is now: Assets PVTSpladjl Total Debt Equity $11121 1000.00 1000.00 880.00 Total As was true for the original single subsidiary case, the sum of the "balancing" amounts 1000.00 5.0.122 2000.00 2000.00 1760.00 240,1!) 2000.00 Parent 2640.00 16.0.00 3000.00 900.00 2100.00 3000.00 (5.10) 2000 3000.00 3000.00 900.00 2100.00 3000.00 (PVTSp[adj]*) equals the present value of the adjusted parent's interest tax shield: _1k_ 21k Conselidatrd Each subsidiary's portion of PVTSp[adj] can be determined by the same allocation process used above: 47 1k PVTSpladmk)" = (fl: )(PVTSpladjl) 1000 , PVTSptadjlu)* = m )(360) = 120’ 2000 Pvrspladmf = 3000 )(360) = 240 The cash flow analysis for the two subsidiary case, given the additional independent firm approach market return information provides the following: ksl = ksul = 15% (L1 = 0) kdp = 10% 1‘82 = kSllZ = 20 % (IQ = 0) . t .4 . t .4 TA2[ind] = [r2-12][12][1—_t ] = [.20-0][2000][3 ] = 266.67 en 11 ashFl ws The cash flows for the subsidiaries and the parent are: 5.11121 5.11122 Eaten]. EBIT 250.00 666.67 0.00 ;I_nt .111!» .1020) um EBT 250.00 666.67 (102.27) ix (Ml) (266m) fllfll NIk 150.00 400.00 (61.36) 121211,, 5.10.90 Netp 488.64 48 The rates of return for the subsidiaries and the parent are: 150 400 ksul = m = 15.00% ; ksu2 = m = 20.00% (kSllk = WACCk, Since Lk = O, for k = 1,2) 488.64 , _ 61.36+488.64 _ ksp - 2386136 = 20.48%, WACCp _ 34®09 _ 16.13% The same allocation process can be used to modify equation (5.7), the tax allowance after adjustment, for the two subsidiary example: 11: t TAuadj] = (31% )(3000-360)(.15)(% ) = 88.00 TA2[adj] = (§% )(3000-360)(.20)(% ) = 234.67 mm The adjusted cash flows for the subsidiaries and the parent are now: 5.1.1121 5.1.1.122 Parent EBIT 220.00 586.67 0.00 :10]. M) .101!» (20.00) EBT 220.00 586.67 (90.00) :18 W (2% 16m NIk 132.00 352.00 (54.00) 1:2le 4.8.4.120 Netp 430.00 49 The resulting rates of return for the subsidiaries and the parent are: 132 352 ksul* = m = 13.20%; ksu2* = m = 17.60% (ksuk* = WACCk“, since Lk = 0, for k = 1,2) 430 , _ 54+430 _ ks; _ m _ 20.48 %, WACCp* _ 70—00‘ _ 16.13 % Again, like the single subsidiary case the parent rates of return are not affected by the adjustments to the subsidiary return rates. It should be recognized that a mathematical relationship does exist between the subsidiary adjusted returns, ksul’“ and k * and the parent's weighted average cost of su2 ’ capital, WACCP’“: WACCp* = Z{ [g—‘I‘k ][ksk*]} = [-1- ][.132] + I} ][.176] = 16.13% Th D lIevraeA roach Utilizing the double leverage equations found in EHM (1991), the following results are obtained when the following four equations are solved simultaneously: WACC dkmw/xccp ‘31 ks = 2ksk[ind](l'Lk)VLk[DB] WIDE] 2(1-Lk)va[DB] WACCprDBl = kSWIDBl(l"LP) WACCk B 11‘ VLleBl = Wiggl— 50 In this example, Double Leverage Market Value Balance Sheet 51.11:, 811122 Parent classmates Assets 1000.00 2000.00 2640.00 3000.00 PVTSpladjl 3.60.00 ___. Total 1000.00 2000.00 3000.00 3000.00 Debt 900.00 900.00 Equity 1056.00 1584.00 2100.00 2100.00 Total 1056.00 1944.00 3000.00 3000.00 (Difference + 56.00 - 56.00) Double Leverage Approach Adjusted Cash Flows 8.11121 $11122 Parent EBIT 264.00 528.00 0.00 :1111 40.111) 4.0.181) (20.1KB EBT 264.00 528.00 (90.00) :12: (101.80) (2.11.20) 16.90 NIk 158.40 316.80 (54.00) LEAH], 4112.0 N etp 421.20 The resulting rates of return for the subsidiaries and the parent are: 158.40 316.80 ksulfDB] = m- = 15.84%; 14mm] = m— = 15.84 % 51 421.20 , _ 54.00+421.20 _ As shown by the market value balance sheet no wealth creation occurs for the system (VLp = 21k). However, cross subsidization does occur at the subsidiary level. Since sub #1 is allowed a retum (15.84%) that is greater than its original risk adjusted market return (15.00%), the result is a positive $56 value in excess of its true market value. Sub #2 is allowed a return (15 .84%) that is less than its risk adjusted market return (20.00%), resulting in a negative $56 value below its true market value. The net incomes shown were obtained using the allowed equity return of 15.84 % times the book value of each subsidiary. It follows that the subsidiary cash flows and returns are not affected by how the parent's interest tax shield value is allocated to the subsidiaries. Additionally, the parent's debt and equity values are obtained from Sp z = [I'Lpnzslddb-adj] +Lptmlkn Since neither of these values incorporates the allocation of the parent's interest tax shield value, the parent cash flows and returns are also not affected. What is affected by the allocation of PVTSp, is the market value of each subsidiary, and the amount of cross subsidization that occurs between subsidiaries. The following table shows the range and affect of different allocation pairings for the preceding example: q1 q2 NPVI NPV2 NPVSys 1.0 0.0 416 (416) 0 0.0 1.0 56 (56) 0 -.1556 1.1556 0 0 0 S41121 S11112 Subsidiary operating assets (1k) — 1000 2000 Subsidiary's debt ratio (Lk) = .5 0 40 Parent's debt ratio (LP) = .30 Corporate tax rate (t) = 40% Given each subsidiary's constant debt ratio, Lk, then for the independent case: Sk[ind] = “'1‘ka The same modified equation (5.5) that was previously utilized provides: = —— = 1931.82 Once again the difference between VLp[ind] and 28mm], 231.82, is the present value of the parent's interest tax shield and the value of the parent's wealth creation. 53 W901 Placing these results into a market value balance sheet for the subsidiaries, the parent, and a consolidated statement provides: $11121 $11122 Eaters Conselidated Assets 1000.00 2000.00 1700.00 3000.00 PVTSpfind] . 231182 231.82 Total 1000.00 2000.00 1931.82 3231.82 Deth 500.00 500.00 Debt2 800.00 800.00 Debtp 579.55 579.55 59th .3811!) 1.20000 13.5221 135221 Total 1000.00 2000.00 1931.82 3231.82 VLp[adj] is determined by modifying equation (5.8) for two subsidiaries: vL ad. = [ VLPfin‘“ ][21k] (512) pl 11 VLp[ind]+szIk _ 1931.82 _ VLpradll - [ 9 1.8 +500+8 1 [300°] " 1793-25 Equation (5 . 10) is modified to include debt at the subsidiary level, obtaining Sk[adj] (l-Lk)lk 2044911,] [Eskladfl] (5'13) Skladjl = 500 1200 82M] = [W ] [1578.06] = 1113.92 Wheel This results in the following adjusted market value balance sheets: 3.1.1121 £11122 Parent W Assets 1000.00 2000.00 1578.06 3000.00 PVTSPIadjl - 45-192 ———- Total 1000.00 2000.00 1793.25 3000.00 Debt1 464.13 464.13 Debt2 742.62 742.62 Debtp 537.99 537.99 Equity 464.13 1113.93 1255.26 1255.26 PVTSptadjl" 4114 44454 —— _— Total 1000.00 2000.00 1793.25 3000.00 As before, 1000 PVTSpladj](2)* = (g-ggg )(21519) = 143.45 To assist in obtaining the cash flow analysis, the independent firm approach weighted average cost of capital (W ACCk) for both subsidiaries can be determined by: WACCk = ksukU-th) WACCl .15(.80) = 12.00%; WACC2 = .20(.84) = 16.80% 55 Additionally, each subsidiary's capitalization rate, rk, and weighted cost of debt, ik, are: r1 = .12+(.4)(.1)(.5) .14; .05 ; 11 = (.1)(.5) Again, from equation (5.6): TAmnd] = [.140-.05][1000][%] Wm The cash flows for the subsidiaries and the parent are: 31.1121 EBIT 200.00 -_Int (5.018)) EBT 150.00 -_Tx (60.00) le 90.00 1.2le Netp The rates of return for the subsidiaries and the parent are: ksl = fieliofi = 18.00%; ik = kdkLk r2 = .168 +(.4)(.1)(.4) 12 = (.1)(.4) 60 192 5.11.122 560.00 180.1!» 480.00 (122.00) 288.00 .184 Parent 0.00 (51.25) (57.95) 23.15. (34.77) 313m 343.23 30.00+90.00 1000 = 12.00 % 56 288 48.00+288.00 ks2 = m = 24.00%; WACC2 = 20% = 16.80% 343.23 , _ 34.77+343.23 _ ksp = 1357.27 = 25.38 %, WACCp _ 1931.82 _ 19.57 % The adjusted tax allowance equation is obtained from modifying equation (5.9) for two subsidiaries: I TAkIadj] = {Ink'd-pVLpradj]](§i: )(VVACClt)'LkItkdk(1'0} {Cit—[)1 TAlladj] = {[3000-(.4)<.3)(1793.25)] [19% ](.120)-(.5)(1000)(,1)(,6)} {% } = 54.26 TA2[adJ-] = {[30°0'(-4)(-3X1793-25)][%&O% ](.168)-(.4)(2000)(.1)(.6)} {% } = 175.93 Adjrlstedfiashflm The adjusted cash flows for the subsidiaries and the parent are now: $11121 $11112 Eaten EBIT 185.65 519.83 9.33 13 J11: (512.112) 1801!» (5.129) EBT 135.65 439.83 (44.47) -_1‘x (5320) (111.23) 11.12 le 81.39 263.90 (26.68) 1281., 34.5.22 Netp 318.61 I 13 1313er =Zfi— Lk(PVTSp)kdk = (1/3)(.5)(215.19)(.1)+(2/3)(.4)(215.19)(.1) k = 9.33 57 The resulting rates of return for the subsidiaries and the parent are: 81.39 30.00+8 1.39 ksl* = W = 16.28%; WACC1* = 1000 = 11.14% 182* = %3-5%9 = 21.99 %; WACC2* = 4803358390 = 15.60% ksp* = 13158816 = 25.38 %; WACCp* = 321278; 3.1361 = 19.57 % :1 r :11 . E .. I If the allocation method is expanded beyond the EHM method (qk = fi- ), the k result is Figure 1. This figure is based on the two subsidiary case just covered, where debt is held at both the subsidiary and parent levels. The range for qk has been expanded to -.2 < ql < 1; 0 < q2 < 1.2. These allocation ranges include the double leverage solution when NPV"‘k = NPVsys displays the adjusted WACC k pairs for allocation pairs satisfying qu = 1. These adjusted WACCk pairs are found by: (1) selecting a q] along the bottom horizontal axis, (2) moving vertically to find WACC*1 on the NPV*1 = 0 solution line, (3) continuing vertically to find WACC*2 on the NPV*2 = 0 solution line, and (4) finding the corresponding q2 value. For example selecting q1 = 0, WACC*1 = .1200 (= unadjusted WACCI), with WACC*2 = .1500 for q2 = 1. Also included in Figure 1 are the double leverage solutions. = 0, which occurs when ql = -.1720; ‘12 = 1.1720. Figure l The double leverage solutions illustrate that selecting an allocation pair affects the amount of cross subsidization, not the double leverage adjusted WACC pairs. If the allocation pair does not satisfy qu = 1, Figure 1 cannot be utilized. Not only does this allocation pair affect NPVSys, but also the adjusted WACCk pairs. Table 1 shows these affects when the first subsidiary allocation is held constant (q1 = .3333), and the second subsidiary allocation is varied (0 < qz < 1). When q2 < .6667, it causes NPVsys > 0, and a higher adjusted WACCZ. The q2 selection raises the market equity value of the second subsidiary (higher allowed retum, greater market value). This in turn increases the present value of the parent's interest tax shield (PVTSp). The higher PVTSp causes a larger adjustment for the first subsidiary, resulting in a lower adjusted WACCI. The opposite is true when ‘12 > .6667. 58 FIGURE 1 EXPANDED ADJUSTED WACC SOLUTIONS (Two Subsidiary Case) This figure displays the adjusted return rates for two subsidiaries, over the allocation ranges of -.2 < ‘11 < 1.0 ; 0 < q2 < 1.2. To determine an adjusted WACC,C pair, select a q] on the bottom horizontal axis, then move vertically up the figure to find the corresponding adjusted WACCI, adjusted WACCZ, and q2. These pairs of adjusted WACCk and qk satisfy the constraint S q = 1, and result in N PV1* = NPVZ“ = NPVsys = 0. (Subsidiary parameters: Invstl = $1000, Invstz = $2000; WACCI = .120, WACC2 = .168; L1 = 50%, L2 = 40%, Lp = 30%) N '1 Q 02 02 N, to L0 ov>az Nphm0v§w NON0.N0h.w 0_.hN.mhh.F 00Nh.005€ 030005... 0Vh0.N00._. 0980—0; 00 5.000... FOP0€v0€ 0N¢T000€ 0h00050... 0000.000._. 3.? 000—..0 00N_..0 00h0.00N 09;. P FN 0N00.0_.N 00v0érm 000 _..0 FN 000NOFN hmvmfipm «000.0FN Nvmm. FNN wkwodmm hh00€NN N000.0NN 3095 1 $00.35 t 80055 rehoéhoé 00N0.000._. vvchfimo... 00V000P... Ffimwdw P... vumfimmw... ¢0F0.vmp._. 000NNVF€ 000F.00_..F mmwwdnwé 050008.... 0000.00N... Em 00N0.m0v 000560... 033460? 0mm~é0¢ 000F600 0N0000v «050.00% 0000.00V 05070004 _.\._.0.N0¢ 0.00000? NNNN.N0¢ Em A$00.00 e$00.0v $00.00 P m._m<._. 0000070 005 F0 _..0 v0000...0 N0000...0 0.00070 00:50.30 mvmmmwd 0vn0070 NO0N0...0 000v0...0 0h..00...0 0000090 _ .13ch $.03; 33 a: A S 8 n 2562 x w Ea w o €6.28 1 £2 a; u e. .20 mzo_5._0m $0055 8533.... 0500070 0FONOP0 #00930 0500070 memmwd 00050.20 0.00070 0N000F.0 NNVNOT0 NON¢0w0 F200 v.0 0000070 5.09:5 000F:.0 «cm—.220 mhfizwd vwfizpd «amp—#0 30:70 Nmmwzd vpmpzd 0.12.70 0h0_.:.0 000:...0 0000:.0 8.0055 0000.0 000.N 000... 0; 0.0 0.0 5.0 5000.0 0.0 0.0 V0 00 N0 _..0 0.0 3:6 Eu $.62: 38>... ”2225630 EHM (1991) presented a formula for deriving a subsidiary's adjusted WACC. In the MM discounting context, this formula is: 1- WACCk’“ = WACCk (17$:— ) (5.14) W 2111,, where LW 2 21k When Lk = 0 (no debt at the subsidiary level), LW = 0, which reduces equation (5.14) down to, WACCk* = WACCk(1-tLp) (5.14a) For the single and two subsidiary examples with no debt at the subsidiary level, equation (5. 14a) provides the same results shown in section In (with Lk = 0, WACCk“ = ksuk“): WACC1* .15(.88) = 13.20% WACC2* .20(.88) = 17.60% The equivalent results using my alternative derivation, found on page 49, are the same. For the two subsidiary example with debt at the subsidiary level (L1 = .5; L2 = .4), = (.5)(1000)+(.4)(2000) Lw 1000+2000 = '4333 Using equation (5.14): 1- .4 .3 .88 WACC1* = .120(1_. )E. 14) ) = .120 (.9—48 = 11.14% _ 1-(.4)(.3) _ .88 _ 61 The results of my derivation, found on page 57, are the same. Patterson (1993) proved that the adjustment term in equation (4.15) can be defined in a more intuitive manner,14 1- 21k 1'11wa ' 21k+PVTSpfindl firm approach. This relationship can be shown here to be numerically correct for all of the l is the present value of the parent's interest tax shield for the independent preceding examples: No debt at the subsidiary level, single subsidiary example: 1‘ = 88 , 21k = 1000 = 88 No debt at the subsidiary level, two subsidiary example: 1‘ 88 Elk 3000 88 l-tLp ' ’ Zlk+PVTSpfind1 5409-59 ' Debt at the subsidiary and parent levels, two subsidiary example: 1'53 £11. 3000 = .92827 ; = = .92827 4wa Elk+PVTSpfindl 3237782 Reviewing these equations, an even better interpretation of this adjustment term is: 1' = Vsys|adj| "“pr Vsyslindl where Vsys[adj] = value of the system that is desired (no parent level wealth creation) Vsys[ind] = value of the system, independent case (with parent level wealth creation) 1.4This same relationship is also true for the Ezzell, Hsu, and Miles (1991) adjustment, provrded the approprrate PVTSpfind] (= ZpstLpVLp[ind]) value is utilized. 62 C . El 1111 lEllllE' . 111 11 The differences between the present value of the parent's interest tax shield, PVTSp, using the MM discounting framework and the discounting technique used by EHM is the following: MM PVTSplindllMM] = “12012011410041” EHM PVTSplindllEHM] = ZpstLpVLplindllEm where: t = corporate tax rate Lp = market debt ratio of the parent VLp = levered value of the parent V . = 2(1-Lk)lk LplmdllMMl l-tL.p 2(1-Lk)lk VLptindlrEHMl = 17pm Ik = investment in subsidiary k _ 9‘22 ZP — 1+l‘f 1tdp = parent's cost of debt rf = risk-free interest rate st = (1+ksw)/ksw kSW = parent's unlevered cost of equity, based on the subsidiaries' levered costs of equity: _ stk( 1’11)va SW 2(l-Lk)VLk ksk = levered cost of equity for subsidiary k Lk ‘01 market debt ratio for subsidiary k levered value of subsidiary k . 15The [ind] denotes that the values shown here do not recognize the parent's interest tax shreld, and therefore represent the "independent-fum" values. Later the [adj] identifier depicts that the values have been "adjusted" to remove any wealth creation at the parent level caused by the parent's interest tax shield. 63 The EHM discounting methodology is more severe than that of MM. With EHM, the interest tax shield is discounted at the risk-free rate, rf, for the first period, then at the parent's unlevered cost of equity, ksw, from the second period on out to infinity. The MM discounting technique discounts each period's interest tax shield at the parent's cost of debt, kdp' This difference in discounting results in: PVTSPNM] > PVTsplEHM] The EHM discounting methodology also affects the impact of debt on each subsidiary's weighted average cost of capital, WACCk: MM: WACCkMfl = lama-111.) where: kuk = unlevered cost of equity for subsidiary k z .. .33 k - l+rf kdk = cost of debt for subsidiary k 1+1:uk a... = “1:...— The net affect is: WACCprMM] < WACCPEHM] A third difference caused by the different discounting procedures is the affect on the adjusted weighted average cost of capital, that eliminates any parent level wealth creation. F P tte (1993) th ' ad' ' WACC‘: ) rom a I'SOl’l , 6 com aratrve [1811116111 113110118 _— are: P J 6‘1 WACCk 64 W _ Ik‘qk‘LpVLpladllm W ___ Ik‘quvstl‘pVLpladjrreml WA km 11‘ where: qk - fractional share of PVTSp for subsidiary k VL - v . = mud] ] 21 Mad” [vafind]+zr., 1k [ 1‘] Numerically, using the example for two subsidiaries with debt at both the subsidiary and parent levels used in EHM (1991): 5.11121 3.11122 Subsidiary operating assets (1k) = 1000 2000 Subsidiary's market debt ratio (Lk) = .50 .40 Subsidiary's cost of debt (kdk) = 10% 10% Subsidiary's unlevered cost of equity (kuk) = 15 % 20% Parent's market debt ratio (Lp) = .30 Parent's cost of debt (kdp) = 10% Corporate tax rate (t) = 40% Risk-free rate (rf) = 10% = 231.82 = 99.84 WACC/2mm = .20[1-(.4)(.4)] = .168000 WACCkaM] = kuk(1-ZkRskLk) WACC 1[EHM] = .15[l-(.036363)(7.666667)(.5)] = .129091 WACszHM] = .20[1-(.036363)(6.000000)(.4)] = .182545 65 Eggmfi =‘k'qk‘1bVLptadl1m Eggwfi _ Il'qld‘pvlarladjlflml _ 1000-(1/3)<.4>(.3><1793.25) WA 1[MM] _ 11 - 1000 = .928270 ( Ik WACC1* WACC2* "he“ q, = 23’ we,” = m— W = Ik'qkszswLpVLptadilrElnvn w = Il'qlszswLpVLpladjlrEmvrr = 1000-(ll3)(.036363)(5.084753)(.3)(1741.87) 1000 = .967793 The resulting WACCk* are: WACC1[MM]* = .120(.928270) = .111392 WACC2[MM]* = .168(.928270) = .155949 WACC1[EI-M]* = .129091(.967793) = .124933 WACC2[EHM]* = .182545(.967793) = .176666 Focusing on the EHM methodology, as previously stated the parent's interest tax shield is discounted at the risk-free rate, rf, for the first period, then at the parent's unlevered cost of equity, ksw, from the second period on out to infinity. Given that the debt ratios are markct value ratios, it would seem that the same discounting technique should be used when finding the present value of the parent's debt. Since this discounting technique has also been included when finding the weighted average cost of capital for both subsidiaries 66 and the parent, the market values for each subsidiary's debt should also be discounted in the same manner. The point being made is that for the market value debt ratios Lk and LI) to be accurate, along with remaining constant, the costs of debt for the subsidiaries and the parent would have to equal: k... k. kdk = 0”“?ka- ); kclp = (1+‘r)(1+k‘:w ) WACC * The modified EHM equations for PVTSp, WACCk, and W051: now mirror image the MM equations since the EHM components of ZkRuk and zpst respectively within the EHM equations reduce down to t when km and kdp are equal to the equations shown immediately above. Not surprisingly, the numerical results for both the EHM and MM methodologies for these variables are now equal. Given the above results, what has been gained? One of the assumptions of the NM perpetual cash flow model is that debt is riskless, and therefore is discounted at the risk- free rate of interest The modified EHM perpetual cash flow model now recognizes the business risk of the subsidiaries, setting kdk at a rate greater than the risk-free rate. Given that the parent's unlevered cost of equity, ksw, is sensitive to changes in the subsidiaries' financial risk, the business risk of the parent includes a component for the subsidiaries' financial risk, with kdp being set at an appropriate rate that recognizes both the business and financial risk of the subsidiaries. CHAPTER 6 COMPARATIVE ANALYSIS OF THE ALTERNATIVE RETURN ADJUSTMENT PROCEDURES This chapter compares the various methods of return determination discussed in earlier chapters. Chapter 2 defines five alternative procedures for determining a regulated wholly owned subsidiary's rate of return. Chapter 3 discusses current public utility rate regulation practices which consists of using consolidated tax adjustments when the commissions deem an adjustment is necessary. This chapter places the five alternative methods discussed in Chapter 2 into the perpetual cash flow model outlined in Chapter 5. In addition, six consolidated tax adjustment methods are tested to determine if they result in a net present value of zero for both the subsidiary and parent company levels. In order to study the effect of consolidated tax adjustments, these adjustment procedures have to be identified. McGilsky (1986) studies the aspects of the different methods for handling an affiliated utility's federal income tax allowance being used by public utility commissions. Included in her study are different consolidated tax adjustment equations for obtaining a regulated affiliated subsidiary's tax allowance that public utility commissions have utilized. From her study, I have identified seven alternative consolidated tax adjustment methods along with her stand-alone (independent firm) approach to be tested. Where necessary, McGilsky's notation has been modified to remain consistent with the notation used in Chapter 5. In addition to these eight, I have included three additional adjustment methods in the test, the double leverage approach, the EHM approach, and the Beedles approach. 67 68 TBk = [11; ' ik] 1k where: TBk = subsidiary k's tax base rk = kadk + (I‘Lk)ksk (capitalization rate for subsidiary k) Lk = market value debt ratio for subsidiary k kdk = cost of debt for subsidiary k ksk = risk related (independent firm) cost of equity for subsidiary k ik = Llrkdk (weighted cost of debt for subsidiary k) 1k = invested amount in subsidiary k TA=TBk[-li_t-] where: TAk tax allowance for subsidiary k t = corporate statutory tax rate IIIQ Narragansett EIQQIDE Company hdmhgdn T31: = [’k'ik] It TSs = [Imp-ind] t where: TSs = tax savings of the corporate system Intp_md = corporate parent's interest expense on a stand-alone basis TBk [mat-Ta] [1%. 1 16Re Cities Service Gas Company, Opinion No. 396, Docket No. G-l8799 (Federal Power Commission 1963); 49 PUR 3d; 229 17Re The Narragansett Electric Company, Docket No. 1288 (Rhode Island Public Utilities Commission 1978); 23 PUR 4th; 516 TAk 69 WW“ TBk = [rk ‘ is] 1k where: iS = Lskds (weighted cost of debt for holding company system) _ Z[Lk+(1-Lk)Lp] 1k 3 " 2:1k (market value debt ratio for the system) kds = cost of debt for the holding company system TAlt = T131: [1% 1 Note: The Fitzpatrick method is mathematically the same as the Southwestern Bell Telephone Company method, when an adjustment away from the stand-alone approach is deemed to be necessary, and the cost of debt is the same for all of the entities within the holding company system. T31. = [rk-ik]Ik-[Ikip(1'Lk)P1 where: p = percentage of the parent's ownership in subsidiary k's equity “‘1; = TBk[1—t-t- 1 18Re Southwestern Bell Telephone Company, Docket No. 60,800—U (Kansas State Corporation Commission 1960); 34 PUR 3d; 257 19Re New England Telephone & Telegraph Company v. Maine Public Utilities Commission, 390 A2d 8 (Me. Sup. Jud. Ct. 1978); 27 PUR 4th; 1 70 where: ta 2 effective tax rate CTL = actual net consolidated federal income tax liability PTL = total positive taxable income of the corporate system te WWW“ TB . _ _ k|1nd| TBk — TBlt[ind] zmflind] ] Imp-ind where: TBkfind] 2 tax base of subsidiary k on a stand-alone basis TAk = TBk[-1't—t 1 20Re Newton Water Company, Docket No. 790911 (Connecticut Public Utilities Commission 1980) 21Re Brockton Edison Company v. Department of Public Utilities, Mass, 400 N.E.2d 838, (Sup. Jud. Ct. of Mass. 1980) 71 Il‘ .oH-éOI‘U‘JO' 1' _l' .IIDI'J.1' molten 1:_‘. E 1:22 TB]: = [rsk ' isk] Ik where: rsk = Lsk kds+ (l-Lsk) ks-sk [Lk+(1'Lk)Lp11k LSk = I k _ ksk( I'll-p)‘kads( 1'0 l-L s-slt — ltds = cost of debt for the corporate system islt = leckds TAk = TBk [ft] mainstream” TB . _ _ k|1nd| TAlt - TAklind] [2113mm] ] [Inb-inc11' W I TAk = { [Zlk'a’vap] (2)—11k )(WACCk)'Lkakdk(l't) } {Cit—()1 where: va = levered market value of the parent 22Re Continental Telephone Company of Maine, EC. No. 2183, C. No. 440 (Maine Public Utilities Commission 1977); 18 PUR 4th; 636 23Re City Service Gas Company, Opinion No. 396, Docket No. G-l8799 (Federal Power Commission 1963); 49 PUR 3d; 229 72 W This method was developed in the following manner: 1. I first tested to see if the Beedles method of partitioning the parent's debt to the sub- sidiaries would obtain the same returns as those found by the zero NPV returns identified by the EHM methodology for the case when debt is canied at both the subsidiary and the parent levels. The adjusted subsidiary debt ratio is then: L at: ___ WACCk[EHM]'ks-sys[ind] 1‘ ktllt(l't)‘ks-sys[1ml] where: WACCkaM] zero N PV weighted average cost of capital for subsidiary k risk adjusted market return for the equity of the ks-sys[ind] holding company system I tested to see if the result accounted for all of the parent's debt by: Dp-k = Lk*(11t)'Dk where: Dp-k Dk the portion of the parent's debt carried by subsidiary k market of debt for subsidiary k This determined that not all of the parent's debt was accounted for (ZDp_k < Dp), implying that a larger adjustment to WACCk was needed to adequately partition all parent debt down to the subsidiaries. 2. An adjustment factor, d, was searched for that satisfied the following constraints: (1) dis the same for both subsidiaries (the same property exhibited by the EHM adjustment factor) (2) EDp-k = Dp 73 3. The Beedles adjusted weighted average cost of capital for subsidiary k is then found by: 4. Each subsidiary's adjusted cost of equity is then determined by: WACCk[Beedles]*'kdkLk(l't) ksk[Beedles] = l'Lk 4. The tax base (net income) was found by: TBk = ksk[Beedles](l'Lk)Ik 5. The tax allowance was found by: t TAlt = T31; [17 1 It should be noted that the steps taken to obtain a testable method follows the general intent of Beedles, but should not be viewed as the only way of representing his method. My method does fall within these general guidelines outlined by Beedles: 1. Utilize the component costs for the consolidated holding company system. 2. The parent's debt is allocated to the subsidiaries. 3. A lower adjusted debt ratio is assigned to the subsidiary with greater operating risk. I have taken additional measures to determine the adjusted cost of equity, ksk[Beedles]’ from the adjusted weighted average cost of capital, WACCk[Beedles]*r which is not defined by Beedles in his article. Well The adjustment process of this approach is based on the parent's weighted average cost of capital, and as such, an explicit tax allowance equation has not been provided. 74 WW Beginning assumptions: 1. There are m subsidiaries, each of which is regulated and wholly owned by the parent firm, p. 2. Subsidiary k, for k=1,2, . . ,m, has an investment 1k in real assets, which generates a level perpetual before-tax unlevered cash flow stream. 3. No operating synergy results from combining the subsidiaries into a parent company. 4. The parent has no investments in any operating assets other than those held by their subsidiaries. 5. Each subsidiary k and its parent company p maintain constant market value leverage ratios of Lk = DkNLk and LD = Dp/VLp, respectively, where D represents the market value of debt and VL represents levered market value of the firm, inclusive of any adjustments to each subsidiary's cost of capital. 6. The net tax shield on interest is equal to the corporate tax rate, t, with the present value of the interest tax shield being thVLk for subsidiary k, and tLpVLp for the parent p. 7. The allocation of any parent level interest tax shield will be the same as was utilized by EHM (qk = Ik/Zlk). 8. To remain consistent with the results of the EHM (1991) perpetual cash flow model, the tax allowance (TA) which in turn sets the allowed revenue using the flow-through method. Using a two subsidiary simulation model, these eleven different methods are evaluated for their affect on the allowed returns for the two subsidiaries, the parent, and the total system. The initial parameters of the model are: 811121 811112 Subsidiary operating assets (1k) = 1000 1000 Subsidiary's debt ratio (Lk) = .00 .00 Subsidiary's unlevered cost of equity (ksuk) = . 15 . 15 Parent's debt ratio (Lp) = .30 Cost of debt (kd) = .10 Corporate tax rate (t) = 40% 75 Using the Narragansett method as an example, the following steps are used to obtain the results for each method found in Table 2: 1. Determine the tax allowance for each subsidiary. From the set-up parameters: fk = kSUk = .15 Imp-ind 1.p[):Ik + PVTSp]kdp = Lp { 2:1k (1 + [113% D } kdp .30 {2000(1+ [8—8 1)} .10 = 68.18 [.15-0]1000 = 150 TBk = [rk ‘ ik] Ik [68.18] .4 = 27.27 TSS = [In[p_ind]t TB Tsk = TSS[XT1:1( ] = 27.27 [£78 ] = 13.64 TAk = [(TBkt)-Tsk][11—t ] = [(150).4 - 13.64][% ] = Lil 2. Find each subsidiary's net income. y—a NIk = TAk [% = 77.27 [33 1 = 115.9 3. Determine VLk , Sk, and Dk (subsidiary market values for itself, its equity, and its debt) Intk = 11.111911. = (1000)(0)(.10) = 0 (When Lk > 0, Int must be found simultaneously with the rest of the calculations in step 3.) 76 V _ le+1ntk(1-t) _ 115.91+0 72 73 Lk _ WACCk_ind _ T : ll \1 8k = (l-Lk)VLk = (1)772.73 = 772.73 Dk = VLk" Sk = Q . Determine ksk and WACCk_adj. N11 _ 115.90 p—A y—n L11 \0 ksk=m-W=- The consolidated tax adjustments each scale back the tax allowance, and therefore net income. This in turn causes a reduction in VLk. The market value of the subsidiary assets however do not lose value, since they can be "unbundl " from the parent/subsidiary relationship and receive the unrestricted net income. Therefore, the denominator for ksk is in terms of the unrestricted equity asset value. This same logic is also utilized when obtaining WACCk-adj° NIk+Imk(1't) 115.90 1k ‘1 ‘- u—s 1...: (I! \O . Determine va’ Sp, and DI) (market values for the parent). 281: 1545.45 va = m = T = 1756.20 (PVTSp = 1756.20-1545.45 = 210.73) Sp = (l-Lp)VLp = (.7) 1756.20 = 1229.34 DD = VL -s = 526.86 77 . Determine ksp and WACCp. Intp = Dp kdp = (526.86) .10 = 52.69 N1p = 23le + (2{ [212—1 ][kadk]}[1>vrsp] - Intp)(l—t) = 115.91 + 115.91 + [0 - 52.69].6 = 200.21 NIp _ 200.21 ksp = [Elk-Dk]'Dp - 1473.14 = ___—-'1359 NIp+Intp(l-t) 200 21+3l 61 WACC = = ° ' = . P zflk'Dk] 2000 ll; . Determine ks_sys and WACCSyS. = 1116+[ZDk+Dp][1-t] = 200.21+[52.69].6 WACCsys 21k 2000 = .1159 . Determine Tobin's sts market value Z[D +S ]+D +S . , _ sys _ k k p p _ 2634.30 Tob1ns QSYS " replacement valuesys _ 21k — m 1%: . Determine N PVk, and NPVSys. (the interest tax shield allocation being, qk = Ik/Zlk) Nka = va+qk1>vrsp 1, = 772.73+(.5)210.73 -1000 = - 121.90 NPVsys = 23151ka = 243.80 - ___.—___— ___— 78 S . E l I . . l S . The initial parameters: 511121 5.0.122 Subsidiary operating assets (1k) = 1000 1000 Subsidiary's debt ratio (Lk) = .00 .00 Subsidiary's unlevered cost of equity (ksuk) = .15 .15 Parent's debt ratio (LP) = .30 Cost of debt (kd) = . 10 Corporate tax rate (t) = 40% Table 2 provides the results of the first scenario for all of the methods. The results are prioritized by descending N PVSys. The most surprising of the results is that only the EHM, double leverage, and Beedles methods reduce the stand-alone (independent firm) wealth creation down to the desired NPVsys = 0, and Tobin's Q = 1. All of the other adjustment methods overcompensate for the stand-alone method's parent level wealth creation (NPV = 272.72), driving all of their NPVsys < 0 and Tobin's Q < 1. The stand-alone method using the combined parent/subsidiary interest expense (Std-alone, com) sys turns out to have a NPV that is equal and opposite in sign to the stand-alone, independent method (Stand-alone). All of the adjustment methods provide a downward adjustment for the SUbSidial'y realms (ksk-adj < ksk-ind; WACCk-adj < WACCk-ind)’ WhiCh iS meant to be the result of eliminating the parent level wealth creation. The EHM, double leverage, and Beedles methods make no downward adjustments to the parent's returns (ksp-adj = ksp-ind; WACCp_adj = WACCp-ind)- This is the desired result for the following reasons: 1. As stated by Jones and O'Donnell (1978), the state commission's regulatory authority should affect only the subsidiary, thereby not exceeding its authority by imposing regulation on the parent. 2. The desired result of each the tax adjustments are to erase the parent level wealth creation and leave the value of the holding company system equal to the initial investment (Vsys = 21k). The payments to the security holders, discounted by the market risk-adjusted returns determine this value. They should therefore be reduced to provide Vsys = 21k. 79 The other seven methods not only cause lower subsidiary returns, they also reduce the parent returns (ksp-adj < k WACCp-adj < WACC sp-ind; p-ind)' mm Change in parameters:24 12 = 2000 Table 3 records the results for each procedure when the investment in subsidiary #2 is increased. Equity values for the second subsidiary, Equity (2), for all of the methods increase 100%, with parent values increasing by 50%. The N PVsys of the stand-alone (independent firm) method shows an increase by 50%, and its Tobin's Q has increased. The EHM, double leverage, and Beedles methods NPVsys and Tobin's Q all remain at zero and one respectively. Of the remaining seven methods, their NPVsys all increase in negative value by 50%, and their Tobin's Q have decreased from the values displayed by Table 2. The subsidiary debt levels remained at zero, and are therefore labeled "not applicable". None of the return data show any change from Table 2. Table 8 is a rate of change comparison of Table 3 to Table 2. The expected result would be that an increase in the investment aside from the appropriate increases in subsidiary #2 values and parent values, should have no effect. This is true for the EHM, double leverage and Beedles approaches. For the other approaches, based on the 50% increase in investment, the stand-alone process shows a 50% increase in the parent level wealth creation. The actual taxes paid, Southwestern Bell, New England, Newton, Brockton, Narragansett, and stand-alone, combined interest all show 50% increases in the negative value of N PVsys. 11.15 . Change in parameters: 12 k 1000 (original value) su2 = '20 Table 4 displays the affect of having equal investment in both subsidiaries at: = 1000), with the second subsidiary having a higher unlevered cost of equity, ksuz = .20, with no 24Changes depict those changes between the current and preceding scenario. 80 other changes in the remaining parameters. Rather than interpreting these figures, Table 9 depicts the affects of an increase in business risk for subsidiary #2. Table 9 provides the rate of change between Tables' 2 and 4. The desired affect is that all of the subsidiary #2 and parent returns would reflect the increase in operating risk, with all of the values remaining unchanged. This is the result for the stand-alone, EHM and Beedles approaches. Knowing that the double leverage approach ignores differences in subsidiary risk, although there is no wealth created at the parent level, there is cross subsidization between subsidiaries. Of the other approaches, although it could not be called cross subsidization, the actual taxes paid, Newton, Brockton, and Narragansett methods all show increases in the equity values and returns of both subsidiaries. Their negative NPVsys have become less negative, but are still negative, and their Tobin's Q's have increased, but are still less than one. Southwestern Bell, New England, and stand- alone, combined interest methods fare slightly better by not showing "sympathy" increases in subsidiary #1 values. They also show less negative NPVsys, and Tobin's Q's less than one. mm Change in parameters: 12 = 2000 Table 5 provides the raw data results. Table 10 presents the relative change in data between Tables' 3 and 5. The stand-alone, EHM, double leverage, and Beedles methods showed no change in performance than was commented on for the third scenario. The relative movements of the remaining methods outlined in the third scenario are the same. The fact remains that none of these remaining methods are providing NPVsys = O or Tobin's Q's = 1, nor have they maintained any consistency (relative change of all data remaining zero) in handling changes in the parameters. EN 5 . Change in parameters: Market value debt ratiok = 50%, for k = 1,2 Table 6 provides the raw data results. 81 Table 11 presents the relative change in data between Tables' 5 and 6. The stand-alone method displays a predictable 50% lower equity position of both subsidiaries, which causes the parent level debt position to decrease by 50%. This in turn causes the parent level wealth creation to decrease by 50%. The increase in financial risk at the subsidiary level causes the stand-alone return data for all move in a predictable manner. At first glance, it would appear that all of the methods have now deviated from the stand-alone (independent firm) method rate change figures. The rate of change value figures for the EHM method are slightly lower, for two reasons: 1. With the equity positions in both subsidiaries being reduced by the subsidiaries now having debt positions, the parent's investment is now lower, causing the parent's debt position to be lower, which lowers the value of the parent's interest tax shield. 2. In Table 4, when no debt was held at the subsidiary level, all of the subsidiary's portion of PVTSp_adj was balanced against its equity position in order to have the investment side of the market value balance sheet equal the market value of each subsidiary's assets. In Table 5, PVTSp_adj is being balanced against both the subsidiary's debt and equity positions. The EHM NPVsys remains at 0, and its Tobin's Q at 1.0. With the addition of debt at the subsidiary level, the Beedles method no longer displays any symmetry with either the stand-alone (independent firm) or the EHM methods. The decrease in Equity (1) is greater than the decrease to Equity (2), with the decrease in the parent values falling in between those of the subsidiary equities, diSplaying the problem of cross subsidization of subsidiary #2 by subsidiary #1. The final result of the Beedles method's adjustment process provides a loss of market value to the system relative to its asset market values (Totalsys = 2,869.45 < 3,000 = Elk), resulting in NPVsys < 0. The double leverage method shows a higher degree of cross subsidization of subsidiary #2 by subsidiary #1. Here, the subsidiary with the lower operating risk is receiving too high a return, with the opposite happening for the subsidiary with the higher operating risk One of the characteristics of double leverage is that it does not allow a parent level wealth creation to exist Appropriately, its NPVsys equals zero. 82 Of the remaining methods, all show a form of cross subsidization between subsidiaries. The subsidiary with the higher operating risk is overcompensated, while the subsidiary with the lower operating risk is being undercompensated. All of their respective NPVsys remain less than zero. 5.15 . Change in parameters: Market value debt ratioz = 40% Table 7 provides the raw data results. Table 12 displays the relative change between Tables' 6 and 7. All of the movement shown by the stand-alone method is predictable, with its NPVsys and Tobin's Q both increasing. This is caused by the increase of the parent level wealth creation. The EHM method results differ somewhat from what is expected, but the unexpected movement in the subsidiary #1 values can be explained. The increase in subsidiary #28 equity position in turn shows an increase in the parent's figures, caused by the parent's increased investment position in subsidiary #2. Part of the increase is supported with debt, which causes an increase in PVTSp, which decreases the part subsidiary #l's assets being supported by its own debt and equity of 0.84%. The desired values for Totalsys, NPVsys and Tobin's Q are retained. Increasing the equity position of subsidiary #2 results in the Beedles method showing a very slight increase in its cross subsidization of subsidiary #2 by subsidiary #1. The higher parent level interest tax shield also results in a slight increase in Total but NPVsy sys’ s and Tobin's Q remain less than zero and one respectively. The double leverage method continues to show the expected cross subsidization problem. NPVsys and Tobin's Q remain at the desired values of zero and one respectively. Of the remaining methods, the largest degree of cross subsidization is displayed by the Southwestern Bell method, where an increase in subsidiary #2's equity position caused a 6.38% increase in the value of subsidiary #1. All of the other cross subsidization is very slight (< 0.6%). All of these seven methods have NPVsys less than zero. 83 EE II" All of the concerns cited in the literature and the public utility reports basically boils down to two desired characteristics that a method should possess when determining a "fair" rate of return for a public utility that is wholly owned by a parent company: 1. That the allowed rate of return compensate investors of capital for the riskiness of their investments in a subsidiary public utility. 2. That any unfair business organizational advantages that are found to exist be removed to the degree that this advantage no longer exists. El'Elil '11]! l. The Stand-alone (independent firm) method: This method follows the guidelines of the first constraint, but has problems with the second. When the parent has a debt position that supports its investment position in a subsidiary, the interest tax shield that arises from this debt provides an increase in value of the holding company system. Ignoring this interest tax shield effect passes this value to the parent's shareholders at the expense of the subsidiary public utility's customers. 2. The EHM method: This method was developed to provide returns that fall within the requirements of both constraints. It reduces the returns provided by the stand-alone (independent firm) method so as to eliminate any increase in value caused by the interest tax shield of debt held at the parent level. 3. The Double Leverage method: This method has no problem with the second constraint, but has difficulties with the first constraint By recognizing the parent's debt, it removes any interest tax shield affect it might have. As long as all subsidiaries have equal systematic 84 risk, the double leverage method will provide the same return results as the EHM method (see Tables' 2 and 3). If the subsidiaries have unequal systematic risk this method violates the first constraint, allowing a cross subsidization condition to exist (see Tables' 4 through 7). . The Beedles method: This method at times has difficulties with both constraints. As long as no debt is carried at the subsidiary level, the Beedles method provides the same return results as the EHM method (see Tables' 2 through 5). When debt is carried at the subsidiary level the Beedles method violates both constraints, allowing cross subsidization to occur, along with overcompensating for the parent level interest tax shield affect which results in the value of the holding company system to fall below its fair market value (see Tables' 6 and 7). . The Fitzpatrick method: When the capital structure of a subsidiary falls within what the author poses to be "normal", this method follows the same procedures as the stand-alone (independent firm) method, and therefore violates the second constraint for the reason stated above. When the subsidiary's capital structure is considered to be "artificial", and the consolidated capital ratios for the entire holding company are used, it also allows cross subsidization and overcompensation for the interest tax shield affect to occur, thereby violating both constraints (see SW Bell; Tables' 2 through 7). . The "other" presented methods: All of the other methods fail to fall within the guidelines of both constraints. 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E x. .2 ..888. 8888 .8888. >3 83:8 .8. .88. 2.0 888 28.8.8838 ..8... 8888 58.2.2888 .8888. 28:82.82 .88.... 88.8.8 .8888. 8.382 8888 8:8 262 8888 .8838 .8888. P. x. :2 .8888. 88888 .88.... >3 83:8 .8888. 20 888 8:28.858 2.588 823.0 3.8. A" .88. Ewan. Au 3. 88 888 An .8. ... 888 A" ... “288882 ”0.205201 CHAPTER 7 EMPIRICAL STUDY This chapter discusses the design and results of an empirical study dealing with regulated rates of return. The study is designed to investigate whether the value of holding companies whose subsidiaries are regulated by commissions favoring the stand-alone tax treatment are greater than those with subsidiaries regulated by commissions favoring consolidated tax adjustments. Tobin's Q is used as a relative measure of the holding company's market value. In the statistical model, I regress Tobin's Q against an independent variable designed to be a proxy for the consolidated tax adjustment affect The following sections, data selection, hypotheses, the statistical model, and results, discuss the findings of this empirical test. W911 To be included in the data, each participant must meet each of the following criteria: 1. Be included in the Compustat data tapes. 2. Provide local telephone service, being categorized as having a SIC of 4813. 3. Be included in the Energy and Regulatory Matters Information Service (ERMIS) data tapes over the 1988-1992 period. Fifteen firms meet these criteria: Ameritech NYNEX Bell Atlantic Pacific Telesis BellSouth Telecommunications Rochester Telephone Centel Southern New England Telephone Cincinnati Bell Southwestern Bell Contel (1988 & 1989) US West Communications GTE United Telephone Lincoln Telephone & Telegraph 96 97 The selection of this particular set of companies is based on the following explanation. First, the area of interest are those regulated industries where a holding company organization carries debt at both the parent and subsidiary levels. The Public Utility Holding Company Act of 1935 restricts parent companies from issuing debt to purchase the common stock of electric and gas utilities. To obtain holding company data with significant levels of debt at the parent level, this reduces the selection process to the water and telecommunications regulated industries. Second, Lerner (197 3) states that of all the regulated industries, 95% of the telephone industry is organized under the holding company form of corporate organization. Walker (1988) points out that parent holding companies in the telephone industry are often permanent tax loss entities. This narrows the selection to the telecommunications industry. Third, the telecommunications industry is divided into categories by SIC code, 4812 - Radio Telephone Communications and 4813 - Telephone Communications, Except Radio Telephone. 4812 firms can be divided into cellular telephone and paging companies. Both of these areas are not regulated, removing the 4812 companies from the selection. 4813 firms can be divided into local telephone service and long distance companies. Only local telephone service companies are regulated by the state public utility commissions. Fourth, the hardest data to obtain for this empirical study is the regulated sales revenue, broken down by the states in which it is obtained. This "by-state" sales revenue data is included in the information reported to the Federal Communications Commission for operating utilities that have a minimum annual sales revenue of one hundred million dollars or greater. The ERMIS data tapes contain this information for the fifteen holding companies listed above. Fifth, the included holding companies make a major portion of the local telephone service industry. Also, being the largest, if consolidated tax adjustments have any affect on the market value of the companies operating in this industry, it should affect these firms. Last, similar to Chen, Hexter and Hu (1993), selection of the largest holding companies in the industry provides a higher degree of homogeneity. Hiram All of the data firms in this study are organized as parent/subsidiary systems. The Tobin's Q's therefore have consolidated data included in their construction. As an example, Ameritech has 14 subsidiaries, of which 7 are located within their Bell Group. The Bell Group provides telephone service to 17 million customers in five midwestem states, Illinois, Indiana, Michigan, Ohio, and Wisconsin. Ohio is categorized as being a stand-alone tax state, with the other four being consolidated tax adjustment states. 98 Ameritech's telecommunications interests therefore operates within states which mostly require a consolidated tax adjustment Conversely, NYNEX has telecommunications subsidiaries that operate primarily in New York, a stand-alone tax state. Following the logic that a stand-alone firm is allowed a higher return than a consolidated-entity firm, the Tobin's Q for NYNEX is hypothesized to be greater than the Tobin's Q for Ameritech. Most of the data firms also have business operations in unregulated areas, which again would affect the holding company system's Tobin's Q. This introduces a second underlying question: Are holding companies who own regulated subsidiaries receiving a "fair" return on their regulated investments? The theoretical expected affect of the regulation would be that moving from regulated to unregulated business operations, the Tobin's Q would increase to "1.0". The logic behind this statement is based on the fact that a majority of agencies, 32 of 51, utilize some form of a consolidated tax adjustment. Given the simulation results of the included tax adjustment models in Chapter 6, those systems' Tobin's Q's operating under these tax adjustment restrictions are hypothesized to be lower than the systems operating in regulated areas utilizing the stand-alone (independent firm) tax treatment. This then would result in systems whose revenues come predominantly from regulated telecommunications would on average have a Tobin's Q less than 1.0. Alternatively, systems operating predominantly in unregulated business concerns, because of competitive forces, would theoretically have Tobin's Q's closer to 1.0. Maintaining our focus on the primary question, this second question has been included as a control variable in order to isolate any findings on the primary tax adjustment issue. 115”!!!” The following percentage has been obtained for the data firms: Regulated Adjusted Sales (REGSLS) = Consohdatgggffi $321531???“ Sales The regression methodology utilized will be the procedures outlined in Chen, Hexter, and Hu (1993). The regression equations will be the following: 99 Linear relationship: Qi = a1 + b1(REGSLSi) + Eai Quadratic relationship: Qi = a1 + b1(REGSLSi) + b2(REGSLSi2) + g, Cubic relationship: Qi = a1 + b1(REGSLSi) + b2(REGSLSi2) + b3(REGSLSi3) + Q If each of the public utility commissions are "allowing" a fair return to the parent/subsidiary systems in the selected data, then none of the regression coefficients should be significant. If any of the coefficients are significant, then it is expected that the sign of any of the REGSLS variables will be negative. Consolidated tax adjustments lower the allowed returns for the systems where this tax adjustment is imposed, which in turn should cause the Tobin's Q's to be lower. Since the consolidated tax adjustment should have a monotonic effect as more of a system's regulated sales are adjusted, both the linear and higher order form variant coefficients should be negative, or at least have an combined negative result To guard against the results being based on some omitted variable, the following control variables are systematically included: Total regulated sales (TOTSLS = total regulated sales / total sales) Financial leverage (FIN LEV = debt / replacement cost) Firm size (FIRMSIZE = replacement cost/ total assets) Advertising intensity (ADEXP = advertising expense / replacement cost) Replacement cost (REPL COST, in $ billions) Year group (YR = 1-5 for years' 1988-1992) 100 The expected results for the control variables, if significant, are the following: Total regulated sales (T OTSLS) Financial leverage (FIN LEV) Firm size (FIRMSIZE) Advertising intensity (ADEXP) Replacement cost (REPL COST) Year negative (based on the results of Chapter 6, if a consolidated tax adjustment affect exists, with most state commissions favoring a consolidated tax adjustment, as the proportion of regulated sales increases the firm's Tobin's Q should decrease) negatixe (as financial leverage increases, the possibility of financial distress increases, lowering the firm's Tobin's Q) negatixe (as the size of the firm increases, firm grth slows, lowering the firm's Tobin's Q; as replacement cost increases above total assets implies an older, more mature growth opportunity firm with a lower Tobin's Q) nositixe (greater advertising intensity, supports greater firm profitability, increasing the firm's Tobin's Q) negative (denominator term for Tobin's Q, plus potentially being an additional measure of firm size; higher replacement cost, lower Tobin's Q) unknown (This is included to test for marked changes in the overall economic environment during the period 1988-1992. With having only fifteen firms for 1988 and 1989, and fourteen firms for 1990 through 1992, all of the data was included for the entire period of 1988 through 1992.) The desired expectation is that any displayed significance before the control variables are included, will remain after their inclusion. 101 {11' l S E . The results of the initial regressions are shown in Table 13. In regression #1 REGSLS and YR are regressed against Tobin's Q. REGSLS's coefficient shows no degree of significance along with displaying a positive sign. These results infer that over the period being tested, no significant consolidated tax adjustment affect has been found. The control variable, YR, displays the same results, implying no significant changes in the telephone industry's economic environment over the 1988 - 1992 period.25 The Durbin— Watson statistic reflects there exists positive autocorrelation, implying the possibility of a left-out key variable. Testing for our second underlying question if holding companies within the local telephone service industry are receiving a "fair" return, regression #2 regresses TOTSLS against Tobin's Q shows no significance. Its coefficient does possess the predicted negative sign. In this second regression YR again is not significant. In regression #3 REGSLS and TOTSLS along with YR are regressed against Tobin's Q, with no change in characteristics for both variables from the first two regressions. Regression #4 tests the significance of the remaining four control variables FINLEV, FIRMSIZE, ADEXP and REPL COST with YR. Similar to the reported 1980 results of Chen, Hexter and flu (1993) regarding the financial leverage variable, FINLEV is negative and insignificant. FIRMSIZE is negative and significant at the one percent level. ADEXP is significant at the one percent level, and is the only variable whose coefficient depicts a sign opposite from the expected. One possible explanation is that only the larger firms show any advertising expenses, with a large-firm affect causing the sign to reverse from the expected positive sign. YR has become significant at the five percent level for the first time, with its sign being positive, implying an increasingly favorable economic environment within the local telephone service industry over the 1988-1992 period. Regression #5, incorporates REGSLS with the control variables run in regression #4.. REGSLS’s coefficient is again positive and insignificant. There is no change in the regression #4 coefficient characteristics for FINLEV, FIRMSIZE, and ADEXP. Similar to 25This control variable has been included in every regression. Based on the reduced number of observations for each year, each regression has been performed using the data for the entire period. This variable has been included to determine the validity of including all of the data in one regression. 102 the reported 1976 results both McConnell and Servaes (1990) and Chen, Hexter and Hu (1993), the coefficient for REPL COST has become insignificant The coefficient for YR is again positive, and is significant at the one percent level. In regression #6, REGSLS is replaced with T OTSLS. The coefficient for TOTSLS is still negative, and now significant at the one percent level. The only other change involving the other control variables reported for regression #5 is the significance level for both FINLEV and YR is now at the five percent level. In regression #7, all seven variables are included. REGSLS shows no change in characteristics, while TOT SLS’s coefficient has remained negative, and significant at the one percent level. FINLEV, FIRMSIZE, ADEXP, REPL COST, and YR show no change from regression #6. As more variables have been added to the regression, the Durbin-Watson statistic has declined further from two, implying more pronounced positive autocorrelation. It appears that another key variable for the holding company business organization has been omitted. Given that REGSLS has remained insignificant, even if this key variable were identified and included, it is doubtful that there would be any change in REGSLS' performance. Given these initial results it would appear our consolidated tax adjustment affect is not a key factor in determining the value of a holding company system. Positive autocorrelation can be dealt with by the use of transformed variables when as in this case no other key independent variables can be found. Two forms of transformation have been included in this study; the iteration approach, and the first difference approach. The transformed dependent model: Y't = Yt'th-l =(BO+B1XI+8t)'p(BO+let-l+8t-1) = Bo(l-p)+Bl(Xt-pXt.1)+(at-p£t-1) = [30(1'9)+131 (Xt-pXt_1)+ut 103 When more than one independent variable exists: Y't = Bo“ 'PHZBi (Xit‘Pxit-1)+“t The estimator for the autocorrelation parameter p, is r: n 2 et-1(et) r=2 n 2 2 e t—l r=2 Table 14 provides the results of the iterative transformation. The independent variable inclusions for regressions' #1 through #5 are the same those performed in Table 13. The results for each iterative transformation regression are basically the same as those reported in Table 13. FINLEV and REPL COST both display a higher degree of significance in regressions' #4 through #7 than is reported in Table 13, while the significance of YR is reduced slightly. The Durbin-Watson statistics in Table 14 all provide the desired values close to two. The transformation model: p =1,then Y't = Yt'Yt-l = (50+51Xt +8t)'(BO+let-l “it-1) = 51(Xt'xr-1) + “t When there is more than one independent variable: Y't = 251 (Xit ' Xit—1)+ “r Table 15 shows results of the first difference transformation model. For all regressions REGSLS is again insignificant. Representative of this insignificance, 104 REGSLS changes in sign in regression #7. TOTSLS now shows significance at the five percent level in regressions' #2 and #3, that increases to the one percent level in regressions #6 and #7. FINLEV, FIRMSIZE, ADEXP and REPL COST all show significance at the one percent level in regressions' #4 through #7. YR shows significance at the one percent level for regressions' #1-#3, then becomes insignificant in regressions' #4 through #7. For all of the regressions the Durbin-Watson statistic displays that the positive autocorrelation has been significantly reduced. ll-l'BllSlB '8] Table 16 expands the independent variables to include REGSLS 2 and REGSLS 3. Regression #1 regresses REGSLS, REGSLS 2, and YR against Tobin's Q. Both REGSLS and REGSLS 2 are significant at the five percent level, with REGSLS showing the predicted negative sign, and REGSLS 2 a positive sign. YR is again positive and significant at the ten percent level. Regression #2 includes TOT SLS which has no affect on the initial results for REGSLS and REGSLS 2, but YR has become insignificant TOTSLS has a negative coefficient that is insignificant. Regression #3 includes REGSLS, REGSLS 2, REGSLS 3, and YR as the independent variables. REGSLS, REGSLS 2 and YR all show the same characteristics shown in regression #1. REGSLS 3 is negative and significant at the ten percent level. Regression #4 again includes TOTSLS, with no changes in performance of any of the variables. Regression #5 includes REGSLS, REGSLS 2, FINLEV, FIRMSIZE, ADEXP, REPL cosr, and YR as the independent variables. REGSLS and REGSLS 2 maintain the same sign but have become insignificant. FINLEV and REPL COST both are negative and insignificant, while FIRMSIZE and ADEXP are negative and significant at the one percent level. YR is positive and significant at the five percent level. When TOT SLS is added in regression #6, TOTSLS is negative and significant at the one percent level. REGSLS 3 is added in regression #8, with its coefficient being positive and insignificant. REGSLS and REGSLS 2 have switched in sign, which is explained by their being insignificant. The only other change is regression #6 results is that YR is less significant at the ten percent level. The Durbin-Watson statistics again show positive autocorrelation for all of the regressions in this table. 105 Table 17 shows the results of applying the iterative transformation. REGSLS and REGSLS 2 both show increases in significance for the earlier regressions, but again as more control variables are added become insignificant The Durbin-Watson statistics are now more comfortably closer to two, but YR still shows significance at the ten percent level. Table 18 provides the first difference transformation results. Comparisons with Table 17 shows that TOTSLS is now significant at the five percent level for the earlier regressions, which again increases to the one percent level when the other control variables are included. YR is significant at the one percent level for the earlier regressions, but becomes insignificant with the inclusion of the other control variables. Similar to Table 17, the Durbin-Watson statistics are closer to two than those shown in Table 16. 11 II 5 l. . Two additional regression forms were attempted: Q = a1 + ZBi(LN[Xi]) +£i and LN[Qi] = a1 + ZBi(LN[Xi]) +8i where Qi Tobin's Q LN[Qi] the natural log of Tobin's Q LN[Xi] = the natural log of the independent variables presented above The results of these regressions did not provide any additional substantive information, suffering mostly from the loss of observations. This was caused by the abundance of “zero” value figures for REGSLS and ADEXP. When any of the observations included a “zero” value, since the natural log of zero cannot be found, that firm’s data for that year were all dropped from the regression. Given the above, these results have therefore been omitted. 106 Summarizing, this empirical study has not been able to directly uncover the existence of a consolidated tax affect for holding companies operating in the local telephone service industry. 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