The process where virtual accounts are managed in IHC is depicted below:

In this process, we rely on a simple set of building blocks:

• In-house cash accounts to manage intercompany positions between Treasury and OpCo’s,
• GL accounts to represent external cash and the IC positions.
• Processing of external bank statements,
• Distribution of internal bank statements from IHC towards the OpCo’s ERP system,
• On the external bank statement for the Master Account, an identifier needs to be available that conveys to which virtual account the actual collection was originally credited. This identifier ultimately tells us which OpCo these funds originally belongs to and which IHC account to credit.

The idea here is that Treasury will receive the external bank statement and automatically post the receipts into the correct IHC account using the identifier. By posting items on the IHC account, the intercompany positions are updated. Then, at the end of the day, a set of internal bank statements is generated in IHC and sent through an interface to the OpCo’s ERP. The OpCo’s ERP processes these statements, clears out the customers invoices and updates the IC position with treasury.

The two major benefits of using IHC over the solution as described in the previous articles of this series are:

1. The OpCo’s do not require any direct integration with the bank and can rely on internal interfacing with Treasury. Especially in companies with a fragmented ERP landscape this can become a valuable proposition.
2. IHC can very aptly integrate virtual account management processes with internal netting payments, payments on behalf of (POBO) and payment in name of processes.

Implementing virtual accounts in SAP

In the explanation below we assume that the basic FI-CO settings for the company code a.o. are already in place. Also, it is by no means a complete inventory of all the settings that are required to get IHC up and running. It focusses more on the configurational parts that specifically cater for the VA requirements specifically.

Master data – general ledger accounts

Three sets of GL accounts need to be created: balance sheet accounts for the representation of the intercompany positions, one set for virtual account clearing purposes between the EBS and the IHC accounting process, and the GL account to represent the cash position with the external bank. These GL accounts need to be assigned to the appropriate company codes and can now be used to in the bank statement import process and the IHC accounting process.

In the Treasury entity we should create a single GL (per position currency) representing the IC position with all its OpCo’s because the granularity of IC position per OpCo is managed in the IHC subledger. This approach results in less of an increase of accounts in the chart of account.

Transaction code FS00

House bank maintenance bank account maintenance

In order to be able to process bank statements and generate GL postings in your SAP system, we need to maintain the house bank data first. A house bank entry comprises of the following information that needs to be maintained carefully:

1. The house bank identifier: a 5-digit label that clearly identifies the bank branch.
2. Bank country: The ISO country code where the bank branch is located.
3. Bank key: The bank key is a separate bank identifier that contains information like SWIFT BIC, local routing code and address related data of your house bank.

Transaction code FI12

Secondly, under the house bank entry, the bank accounts can be created, including:

1. The account identifier: a 5-digit label that clearly identifies the bank account.
2. Bank account number and IBAN: This represents the bank account number as assigned to you by the bank.
3. Currency: the currency of the bank account.
4. G/L Account: the general ledger account that is going to be used to represent the balance sheet position on this bank account. Or the IC position with Treasury.

Transaction code FI12 in SAP ECC or NWBC in S/4 HANA

The idea here is that we maintain one house bank and bank account in the treasury company code that represents the Master account as held with your house bank. This house bank will have the G/L account assigned to it that represents the house banks external cash position.

In each of the OpCo’s company codes, we maintain one house bank and bank account that represents each of the IHC bank accounts as held with the treasury center. This house bank will have the G/L account assigned to it that represents the intercompany position with the Treasury entity.

Electronic bank statement settings

The electronic bank statement (EBS) settings will ensure that, based on the information present on the bank statement, SAP is capable of posting the items into the general or sub ledgers according to the requirements. There are a few steps in the configuration process that are important for this to work:

1) Posting rule construction

Posting rules construction starts with setting up Account symbols and assigning GL accounts to it. The idea here is to define at two account symbols, the first one to represent the external Cash position (BANK), and the second one for the virtual account clearing between IHC and EBS (VACLR)

A separate account symbol for customers is not required in SAP.

For the account symbol for BANK we do not assign a GL account number directly in the settings; instead we will assign a so-called mask by entering the value “+++++++++”. What this does in SAP is for every time the posting rule attempts to post to “BANK”, the GL account as assigned in the house bank account settings is used (FI12 or NWBC setting above).

For the account symbol VACLR we can assign a dedicated O/I clearing GL that is used to clear out the EBS posting against the IHC posting (more on that later). These GL accounts should have already been created in the first step (FS00).

Now that we have the account symbols prepared, we can start tying together these symbols into posting rules. We need to create 3 posting rules.

Posting rule 1 is going to debit the BANK symbol and it is going to credit VACLR symbol

Posting rule 2 is going to debit the BANK symbol and it is going to credit a BLANK symbol. The posting type however is going the be set to value 8 “Clear Credit Subledger Account”. What this setting is going to attempt is to clear out any open item sitting in the customer sub-ledger using algorithms. We will explain more on these algorithms below.

As you can imagine, posting rule 1 is applicable for the Treasury entity. Posting rule 2 is going to be used in the OpCo’s EBS process.

Transaction code OT83

2) Posting rule assignment

In the next step we can assign the posting rules to the so-called “Bank Transaction Codes” (or BTC’s like NTRF) that are typically observed in the body of the bank statements to identify the nature of the transactions.

To understand under which Bank Transaction Code these collections are reported on the statement, you typically need to carefully analyze some sample statement output or check with your bank’s implementation team for feedback.

Important to note here is to assign an algorithm to posting rule 2. This algorithm will attempt to search the payment notes of the bank statement for “reference numbers” which it can use to trace back the original customer invoice open item. Once SAP has identified the correct outstanding invoice, it can clear this one off and identify it as being paid.

If SAP is unsuccessful to automatically identify the open item, it can be manually post processed in FEBAN or FEB_BSPROC.

Transaction code OT83

3) Bank account assignment

In the last part, we can assign the posting rules assignments to the bank accounts. This way we can differentiate different rule assignments for different accounts if that is needed.

Transaction code OT83

4) Search strings

If the posting rule assignment needs more granularity than the level provided in step 2 above (on BTC level), we can setup search strings. Search strings can be configured to look at the payment notes section of the bank statement and find certain fixed text or patterns of text. Based on such search strings, we can then modify the posting behavior by for instance overruling the posting rule assignment as defined in step 2.

Whether this is required depends on the level of information that is provided by the bank in its bank statements.

Transaction code OTPM

Prepare IHC to parallel post certain bank statement items into IHC accounts

In IHC there are two ways to parallel post bank statement items into IHC accounts; as payment items or as payment orders.

This can be controlled by setting a specific function module on BTE2810. If we set function module “BKK_IHB_BASTA_IN_POST”, SAP will post an IHC payment item. If we assign “IHC_APPL_XBS_POST”, SAP will post an IHC payment order.

Additional information can be found in note 2370212.

In the subsequent part of the article we assume that we use the payment item logic.

Transaction BF42

IHC account determination from payment notes

In this section of the configuration we can determine which IHC account should be used to post the bank statement items towards using payment notes search strings.

For example, if the master account bank statement payment notes for VA collections for a particular VA contains a string “From VA 54353” and we know this belongs to IHC account “F4000EUR01”, we can setup a rule in this part of the configuration for that. This will ensure that all items on a bank statement containing this text string will get posted into IHC account F4000EUR01.

Maintenance view TBKKIHB1

Assign external BTC to posting category

Here we can identify the external banks BTC codes (NTRF, NCMZ a.o.) which are applicable for the VA movements to post into IHC. Secondly, we can identify with which posting category to post them into the IHC accounts.

Once we identified the BTC code related to our VA collections (e.g. NCMZ), we can link them to the correct posting categories here. You could use standard categories 90 (Balancing Ext. Acct (D)) for debits and 91 (Balancing Ext. Acct (C)) for credits.

Alternatively, you can setup and link your own custom posting categories here to more precisely control how our VA collections are posted into IHC. This is out of scope for this article though.

Importing and processing bank statements

We should now be in good shape to import our first statements. We could download them from our electronic banking platform. We could also be in a situation where we already receive them through some automated H2H interface or even through SWIFT. In any case, the statements need to be imported in SAP. This can be achieved through transaction code FF.5. The most important parameters to understand here are the following:

1. File parameters: Here we define the filename and storage path where our statement is saved. We also need to define what format this file is going to be, i.e. MT940, CAMT.053 or one of the many other supported formats
2. Posting Parameters: Here we can define whether the line items on the bank statements are going to be posted to general or sub-ledger.
3. Algorithms: Here we need to set the range of customer invoice reference number (XBLNR) for the EBS Algorithm to search the payment notes for any such occurrence in a focused manner. If we would leave these fields empty, the algorithm would not work properly and would not find any open invoice for automatic clearing.

Once these parameters are maintained in the import variant, the system will start to load the statements and generate the required postings.

Transaction code FF.5 / FEBP

Display IHC account statement

Now that we successfully loaded an external bank statement, we can now check whether the items are posted into the IHC account. This can be done via transaction code F9K3. For each IHC account we can now look at the “Account Turnover” and observe all the VA collections that are posted on the account.

Transaction code F9K3

Prepare the IHC account for FINSTA statement distribution

We need to enable the distribution of internal IHC statements to the OpCo’s ERP on the IHC account master record. This can be achieved via F9K2. On the “Account Statement” tab we can adjust the statement format to “FINSTA” and dispatch type to “ALE” to ensure we are going to send FINSTA statements over an ALE connection. This would be the most common combination; other combinations can be configured and selected here as well.

Transaction code F9K2

Setting up ALE partner profiles

Finally, we can configure the system to determine to which system the FINSTA’s need to be send. This can be done in WE20, partner type GP (business partner).

Here we need to setup the outbound parameters for the FINSTA message type. An appropriate port needs to be selected that represents the ERP of the OpCo.

Transaction code WE20

Trigger the distribution of a FINSTA statement

Now that we have some transactions posted on the IHC account and the FINSTA settings enabled, we can trigger the system to send the FINSTA statements to the receiving ERP system. This can be done in F9N7.

Here we can select the correct IHC account and statement date and run the program to generate the FINSTA statement.

Once the finsta is generated and sent to the receiving ERP, it can be processed there via FEBP there.

Transaction code F9N7

Closing remarks

This is the third part of a series on how to set up virtual accounts in SAP. Please find below the other articles on this subject:

• Virtual Account Concepts | How to setup virtual accounts in SAP, Part II
• Why should a Treasury implement virtual accounts? | How to setup virtual accounts in SAP, Part I

We have has been assisting dozens of multinationals on this topic through our Transfer Pricing Solution (TPS). The TPS enables them to set interest rates on intercompany transactions in a compliant and automated way. Since its go-live, clients have priced over 1000 intercompany loans with a total notional of over EUR 60 billion using this self-service solution.

Cash Pooling Solution

In February 2020, the OECD published the first-ever international consensus on financial transactions transfer pricing. One of the key topics of the document relates to the determination of internal pooling interest rates. As a reaction, Zanders has launched a co-development initiative with key clients to design a Cash Pooling Solution that determines the arm’s length interest rates for physical cash pools, notional cash pools and in-house banks.

The goal of this new solution is to present treasury and tax professionals with a user-friendly workflow that incorporates all compliance areas as well as treasury insights into the pooling structure. The three main compliance areas for treasury professionals are:

1. Ensuring that participants have a financial incentive to participate in the pooling structure. Entities participating in the pool should be ‘better off’ than they would be if they went directly to a third-party bank. In other words, participants’ pooled rates should be more favorable than their stand-alone rates. The OECD sets out a step-by-step approach to improve interest conditions for participating entities to distribute the synergies towards the participants.First, the total pooling benefit should be calculated. This total pooling benefit is the financial advantage for a group compared to a non-pooled cash management set-up. The total pooling benefit can be broken down into a netting benefit and an interest rate benefit. The netting benefit arises from offsetting debit and credit balances. The interest rate benefit arises from more beneficial interest rate conditions on the cash pool or in-house bank position, compared to stand-alone current accounts.
   Once the total pooling benefit has been calculated, it should be allocated over the leader entity and the participating entities. Therefore, a functional analysis of the pooling structure should be made to identify which entities contribute most in terms of their balances, creditworthiness and the administration of the pool. The allocated amount should be priced into the interest rates. A deposit rate will thus receive a pooling premium. A withdrawal rate will incorporate pooling discount.
2. Ensuring a correct tax treatment of the cash pool transactions. Pooling structures are primarily in place to optimize cash and liquidity management. Therefore, tax authorities will expect to see the balances of cash pool participants fluctuate around zero. Treasury professionals should monitor positions to prevent participants from having a structural balance in the pool. If the balance has a longer-term character, tax authorities can classify such pooling position as a longer-term intercompany loan. Consequently, monitoring structural balances can lower tax risk significantly.
3. Appropriate documentation should be in place for each time treasury determines the pooling interest rates. The documentation should include the methodology as well as all specifics of the transfer pricing analysis. Proper documentation will enable the multinational to substantiate the interest rates during tax audits.

Multinationals are confronted with a significant compliance burden to comply with these new guidelines. Different hurdles can be identified, ranging from access to the appropriate market data to a considerable and recurring time investment in determining and documenting the internal deposit and withdrawal rates for each pooling structure.

It remains to be seen how auditors treat these new guidelines, but the recent increased focus on transfer pricing seems to indicate that this will be a topic that may need additional attention in the coming years.

Zanders Inside solutions

In order to support treasury and tax professionals in this area, Zanders Inside launched its cloud-based Cash Pooling Solution. This solution will focus on each of the three compliance areas as described above. In addition, the solution leverages a high degree of automation to support the entire end-to-end process. It offers a cost-effective alternative for the manual process that multinationals go through. Please watch our video showing how the Cash Pooling Solution tackles the challenge of OECD compliancy.

Compared to intraday bank statement reporting, end-of-day (EOD) bank statement reporting is only available the next calendar day. The information therefore always comes too late to be meaningful for cash management decisions – apart from providing an opening bank balance for the next day.

Business rationale behind IBS reporting

So, why would a Treasury typically start implementing IBS reporting in its cash management processes?

1. Cash visibility: In general, IBS reporting will provide your cash management function an additional tool to improve cash visibility. Achieving cash visibility intrinsically might not be a goal of its own, but by achieving visibility, the cash manager now has information to make certain economically relevant decisions in certain situations.
2. Managing cash: By creating cash visibility, we now have an opportunity to manage cash on our accounts in an intelligent way. In case we estimate a positive closing balance, we could decide to invest this surplus in, for example, a money market fund or overnight deposit to earn some return. In case of an expected deficit, we need to fund the account to ensure no EOD negative position happens. This can be achieved by transferring funds from another bank account (in same currency), swapping funds from another bank account (in different currency), or funding it from, for example, a facility drawdown.
3. Reduced risk of delinquency: As we now implemented a process to increase control over our bank balances, we now have less chance of e.g. rejected payments due to insufficient available funds and therefore less chance of being delinquent on certain obligations to pay.
4. Reduced requirements on overdraft facility: By reducing the chance of having insufficient funds on our account, the overdraft facility requirements can also be reduced.
5. Timely clearing of open items: IBS can also be used to clear off open items throughout the day, as opposed to only rely on clearing from EOD statements. Benefit here is that KPI’s like days sales outstanding (DSO) will improve and that reconciliation effort is spread out more through time.

This article will now only focus on the cash management side; the IBS reconciliation process may be discussed another time. If you like to know more about bank reconciliation using intraday statements, feel free to reach out to us. We have a pre-developed solution that we can implement at your side.

IBS concepts

There are a few design considerations that need to be looked at before attempting to implementing this solution in SAP.

1. Reporting formats: MT942, CAMT.052, BAI2 are formats that can be imported by SAP standard and are also supported by most banks to some degree. There may be some informational or structural benefits that one format has over the other which should be considered in the design.
2. Reporting frequency: It is possible to agree with the bank on reporting frequencies of IBS. Ten times through working hours? Or one time only, half an hour before the payment cut-off time? In most cases, the bank will charge a fee for every statement it sends, so this should be considered in the design.
3. Delta vs cumulative reporting: As it is possible for the bank to report multiple times a day, it is important to understand how the data is reported. There are two methodologies. In case of delta reporting, only new transactions are reported, relative to the previously distributed IBS. Alternatively, there is cumulative reporting, where all booked items are reported on the statement throughout the day. Delta reporting typically means that the data in your SAP system needs to be appended for every new IBS. Cumulative reporting means that every time you process an IBS in SAP, the data needs to be rebuilt completely.
4. Data integration: The intraday data as provided by the bank needs to be integrated with already existing cash-relevant data to compile a proper reporting view of estimated closing balance for the day. This needs to happen in the cash management module of SAP (FF7* reports). The design of the structure of the cash management report should be carefully aligned with the liquidity structure (i.e. ZBA structure).
5. Prevention of duplications: Integrating the intraday data with existing data should be designed with data duplication in mind. It is paramount that the data on the same cash movement is not counted twice from two sources and data duplication should always be prevented while designing the solution. For example, if we are not careful, a payment flow can be included in the report twice, once from the intraday statement when it is debited and once from the payment in transit GL in the SAP administration. This would result in a skewed estimated closing balance.

Ultimately, the goal here is to receive and upload intraday bank statements throughout the day and to load cash movement data into your SAP system. This cash-relevant data needs to be made visible through the cash management reports so that the cash manager can better estimate EOD balances and make intelligent decisions related to funding accounts or investing excess funds.

Setting up Intraday Bank Statement reporting in SAP

We will now go into detail on how to setup intraday statement reporting and assume that the basic FI-CO settings for e.g. the company code are already in place. We also assume that the EOD bank statement process has already been implemented. To learn how to set this up, please read this article on virtual accounts.

Cash Management

It is important to understand that intraday statement data is converted into so called ‘Memo Records’ once loaded in SAP. These memo records can be visualized in the cash management reports (FF7AN/FF7BN). We will now explain the necessary settings on the cash management report section to ensure that the intraday data can be made visible in these cash management reports.

Define planning levels

First, we need to define a planning level; a label that is assigned to all cash movements as reported on the intraday statement. The planning level is used to structure the data in the cash management reports.

The level is a two-digit label, freely definable. We set it to C1.

The sign we need to set to blank as cash movements reported on this level can be both positive and negative.

The source will be ‘BNK’. This ensures that this planning level is reported on both ‘cash position’ and ‘liquidity forecast’ in the FF7AN/FF7BN reports.

The descriptions are freely definable. We define it as ‘INTRADAY’.

Define planning types

A planning type is a label under which a ‘memo record’ is stored on the SAP database. A planning type is subsequently linked to a ‘planning level’ to ensure the underlying data can be visualized in the cash management reports.

First, we define the planning type label: we set it identical to the planning level; C1 and link it to planning level C1.

We need to define an archiving category. This defines the data retention period of the memo records. If the period is exceeded and the reorganization program is executed; the memo record data will be cleansed.

The auto-expiry option defines whether the memo record will expire automatically and becomes invisible in the cash management report output. This needs to be enabled. The idea here is that the intraday statement data will be superseded by the EOD statement data once this is loaded after midnight next calendar day. To ensure we do not double count identical cash movements from both sources, the intraday data needs to be expired.

Also, a number range and description need to be entered. No specific functional considerations are needed here.

Define grouping and maintain headers

A ‘grouping’ is a label that is used to structure the cash management report data in a meaningful manner for the user. The grouping can be selected in the cash management reports and is going to dictate how the data is shown to the user.

We will configure a grouping ‘CASHPOS’.

Maintain structure

Under the grouping we can now maintain the structure of the cash management data. For our report, we are including two components. The first component is the planning level., the second will be the GL account under which we record our bank account balances. This is the GL account we typically maintain in the house bank account data (table T012K, transaction FI13, NWBC).

For the first component we are going to add an entry as follows:

The grouping we set to ‘CASHPOS’.

The type we set to ‘E’ for planning level. Now we can define a planning level that is going to be relevant to our cash management report output.

We set the selection to C1 (our intraday planning level we defined earlier).

This setting will ensure all cash management data as stored under C1 planning level is going to be selected in the report output.

For the second component we are going to add an entry as follows:

The grouping we set to ‘CASHPOS’.

The type we set to ‘G’ for GL Account. Now we can define the bank GL account that is going to be relevant for our cash management report output.

The selection we are going to set to a GL account is saved in our bank account entry in table T012K.

This setting will ensure all cash management data as stored under the GL account and relevant for our bank account will be selected in the report output.

The combination of these two lines is going to ensure that we will only see the C1 data for our one bank account. We can add multiple lines to increase the scope of the reports output.

Importing and processing bank statements

We should now be in good shape to import our first intraday statements. We could download these statements from our electronic banking platform. Also, we could be in a situation where we already receive them through some automated H2H interface or even through SWIFT. In any case, the statements need to be imported in SAP. This can be achieved through e.g. transaction code FF.5. The most important parameters to understand here are the following:

1. File parameters: Here we define the filename and storage path where our statement is saved. We also need to define what format this file is going to be; MT940, CAMT.053, or one of the many other supported formats
2. Posting parameters: Here we can define whether the line items on the bank statements should be posted to general or sub-ledger. This section is not relevant for intraday statements, as SAP does not support GL postings and reconciliation from intraday statements out of the box.
3. Cash management: This is the most important section, specifically for intraday statement processing. The fields and tick boxes control a few parameters:
4. A/CM payment advice: This needs to be enabled to ensure that SAP creates the memo record data from the intraday statements.
5. B/Summarization: This tick box controls whether a single memo record will be created for the whole delta balance as reported on the statement or for each reported debit and credit on the statement. If high volumes are expected, summarization can reduce the number of memo records and improve performance a bit. Obviously, it does reduce the data granularity.
6. C/Planning type: Here we set the planning type under which the memo records are going to be recorded. In our sample we set this to C1.
7. D/ Account balance: This needs to be set if we are loading intraday statements.
8. Algorithms: Here we need to set the range of customer invoice reference number (XBLNR) for the electronic bank statement (EBS) algorithm, to search the payment notes for any such occurrence in a focussed manner. If we would leave these fields empty, the algorithm would not work properly and would not find any open invoice for automatic clearing. This section is not relevant for intraday statements as SAP does not support GL postings and reconciliation from intraday statements out of the box.

Once these parameters are maintained in the import variant, the system will start to load the statements and generate the required postings.

Transaction code: FF.5

Now we can check if the memo records are updated in table FDES.

Subsequently, we can check the FF7BN report for grouping ‘CASHPOS’ and observe the output.

Introduction

Zanders has witnessed first-hand a treasury transformation trend sweeping global corporate treasuries in recent years and has seen an elite group of multinationals pursue increased efficiency, enhanced visibility and reduced cost on a grand scale in their respective finance and treasury organizations.

Triggers for treasury transformations

Why does a treasury need to transform? There comes a point in an organization’s life when it is necessary to take stock of where it is coming from, how it has grown and especially where it wants to be in the future.

Corporates grow in various ways: through the launch of new products, by entering new markets, through acquisitions or by developing strong pipelines. However, to sustain further growth they need to reinforce their foundations and transform themselves into stronger, leaner, better organizations.

What triggers a treasury organization to transform? Before defining the treasury transformation process, it is interesting to look at the drivers behind a treasury transformation. Zanders has identified five main triggers:

1. Organic growth of the organization Growth can lead to new requirements.
As a result of successive growth the as-is treasury infrastructure might simply not suffice anymore, requiring changes in policies, systems and controls.

2. Desire to be innovative and best-in-class
A common driver behind treasury transformation projects is the basic human desire to be best-in-class and continuously improve treasury processes. This is especially the case with the development of new technology and/or treasury concepts.

3. Event-driven
Examples of corporate events triggering the need for a redesign of the treasury organization include mergers, acquisitions, spin-off s and restructurings. For example, in the case of a divestiture, a new treasury organization may need to be established. After a merger, two completely different treasury units, each with their own systems, processes and people, will need to find a new shape as a combined entity.

4. External factors
The changing regulatory environment and increased volatility in financial markets have been major drivers behind treasury transformation in recent years. Corporate treasurers need to have a tighter grasp on enterprise risks and quicker access to information.

5. The changing role of corporate treasury
Finally the changing role of corporate treasury itself is a driver of transformation projects. The scope of the treasury organization is expanding into the fi nancial supply chain and as a result the relationship between the CFO and the corporate treasurer is growing stronger. This raises new expectations and demands of treasury technology and organization.

Treasury transformation – strategic opportunities for simplification

A typical treasury transformation program focuses on treasury organization, the banking landscape, system infrastructure and treasury workflows & processes. The table below highlights typical trends seen by Zanders as our clients strive for simplified and effective treasury organizations. From these trends we can see many state of the art treasuries strive to:

• be centralized
• outsource routine tasks and activities to a financial shared service centre (FSSC)
• have a clear bank relationship management strategy and have a balanced banking wallet
• maintain simple and transparent bank account structures with automatic cash concentration mechanisms
• be bank agnostic as regards bank connectivity and formats
• operate a fully integrated system landscape

Figure 1: Strategic opportunities for simplification

The seven steps

Zanders has developed a structured seven-step approach towards treasury transformation programs. These seven steps are shown in Figure 2 below

Figure 2: Zanders seven steps to treasury transformation projects

Step 1: Review & Assessment

Review & assessment, as in any business transformation exercise, provides an in-depth understanding of a treasury’s current state. It is important for the company to understand their existing processes, identify disconnects and potential process improvements.

The review & assessment phase focusses on the key treasury activities of treasury management, risk management and corporate finance. The first objective is to gain an in-depth understanding of the following areas:

• organizational structure
• governance and strategy policies
• banking infrastructure and cash management
• financial risk management
• treasury systems infrastructure
• treasury workflows and processes

Figure 3: Example of data collection checklist for review & assessment

Based on the review and assessment, existing short-falls can be identified as well as where the treasury organization wants to go in the future, both operationally and strategically.

Figure 4 shows Zanders’ approach towards the review and assessment step.

Figure 4: Review & assessment break-down

Typical findings
Based on Zanders’ experience, common findings of a review and assessment are listed below:

Treasury organization & strategy:

• Disjointed sets of policies and procedures
• Organizational structure not sufficiently aligned with required segregation of duties
• Activities being done locally which could be centralized (e.g. into a FSSC), thereby realizing economies of scale
• Treasury resources spending the majority of their time on operational tasks that don’t add value and that could be automated. This prevents treasury from being able to focus sufficiently on strategic tasks, projects and fulfilling its internal consulting role towards the business.

Banking landscape:

• Mismatch between wallet share of core banking partners and credit commitment provided
• No overview of all bank accounts of the company nor of the balances on these bank accounts
• While cash management and control of bank accounts is often highly centralized, local balances can be significant due to missing cash concentration structures
• Lack of standardization of payment types and payment processes and different payment fi le formats per bank

System infrastructure:

• Considerable amount of time spent on manual bank statement reconciliation and manual entry of payments
• The current treasury systems landscape is characterized by extensive use of MS Excel, manual interventions, low level of STP and many different electronic banking systems
• Difficulty in reporting on treasury data due to a scattered system landscape
• Manual up and downloads instead of automated interfaces
• Corporate-to-bank communication (payments and bank statements processes) shows significant weaknesses and risks with regard to security and efficiency

Treasury workflows & processes:

• Monitoring and controls framework (especially of funds/payments) are relatively light
• Paper-based account opening processes
• Lack of standardization and simplification in processes

The outcome of the review & assessment step will be the input for step two: Solution Design.

Step 2: Solution Design

The key objective of this step is to establish the high-level design of the future state of treasury organization. During the solution design phase, Zanders will clearly outline the strategic and operational options available, and will make recommendations on how to achieve optimal efficiency, effectiveness and control, in the areas of treasury organization & strategy, banking landscape, system infrastructure and treasury workflows & processes.

Using the review & assessment report and findings as a starting point, Zanders highlights why certain findings exist and outlines how improvements can be implemented, based on best market practices. The forum for these discussions is a set of workshops. The first workshop focuses on “brainstorming” the various options, while the second workshop is aimed at decision-making on choosing and defining the most suitable and appropriate alternatives and choices.

The outcome of these workshops is the solution design document, a blueprint document which will be the basis for any functional and/or technical requirements document required at a later stage of the project when implementing, for example, a new banking landscape or treasury management system.

Step 3: Roadmap

The solution design will include several sub-projects, each with a different priority, some more material than others and all with their own risk profile. It is important therefore for the overall success of the transformation that all sub-projects are logically sequenced, incorporating all inter-relationships, and are managed as one coherent program.

The treasury roadmap organizes the solution design into these sub-projects and prioritizes each area appropriately. The roadmap portrays the timeframe, which is typically two to five years, to fully complete the transformation, estimating individually the duration to fully complete each component of the treasury transformation program.

Figure 5: Sample treasury roadmap

Step 4: Business Case

The next step in the treasury transformation program is to establish a business case.

Depending on the individual organization, some transformation programs will require only a very high-level business case, while others require multiple business cases; a high level business case for the entire program and subsequent more detailed business cases for each of the sub-projects.

Figure 6: Building a business case

The business case for a treasury transformation program will include the following three parts:

• The strategic context identifies the business needs, scope and desired outcomes, resulting from the previous steps
• The analysis and recommendation section forms the significant part of the business case and concerns itself with understanding all of the options available, aligning them with the business requirements, weighing the costs against the benefits and providing a complete risk assessment of the project
• The management and controlling section includes the planning and project governance, interdependencies and overall project management elements

Notwithstanding the financial benefits, there are many common qualitative benefits in transforming the treasury. These intangibles are often more important to the CFO and group treasurer than the financial benefits. Tight control and full compliance are significant features of world-class treasuries and, to this end, they are typically top of the list of reasons for embarking on a treasury transformation program. As companies grow in size and complexity, efficiency is difficult to maintain. After a period of time there may need to be a total overhaul to streamline processes and decrease the level of manual effort throughout the treasury organization. One of the main costs in such multi-year, multi-discipline transformation programs is the change management required over extended periods.

Figure 7: Sample cost-benefit

Figure 7 shows an example of how several sub-projects might contribute to the overall net present value of a treasury transformation program, providing senior management with a tool to assess the priority and resource allocation requirements of each sub-project.

Step 5: Selection(s)

Based on Zanders’ experience gained during previous treasury transformation programs, key evaluation & selection decisions are commonly required for choosing:

• bank partners
• bank connectivity channels
• treasury systems
• organizational structure

Zanders has assisted treasury departments with selection processes for all these components and has developed standardized selection processes and tools.

Selection process for bank partners
Common objectives for including the selection of banking partners in a treasury transformation program include the following:

• to align banks that provide cash and risk management solutions with credit providing banks
• to reduce the number of banks and bank accounts
• to create new banking architecture and cash pooling structures
• to reduce direct and indirect bank charges
• to streamline cash management systems and connectivity
• to meet the service requirements of the business; and
• to provide a robust, scalable electronic platform for future growth/expansion.

Zanders’ approach to bank partner selection is shown in Figure 8 below.

Figure 8: Bank partner selection process

Selection process for bank connectivity providers or treasury systems (treasury management systems, in-house banks, payment factories)
The selection of new treasury technology or a bank connectivity provider will follow the selection process depicted in Figure 9.

Figure 9: Treasury technology selection process

Organizational structure
If change in the organizational structure is part of the solution design, the need for an evaluation and selection of the optimal organizational structure becomes relevant. An example of this would be selecting a location for a FSSC or selecting an outsourcing partner. Based on the high-level direction defined in the solution design and based on Zanders’ extensive experience, we can advise on the best organization structure to be selected, on a functional, strategic and geographical level.

Step 6: Execution

The sixth step of treasury transformation is execution. In this step, the future-state treasury design will be realized. The execution typically consists of various sub-projects either being run in parallel or sequentially.

Zanders’ implementation approach follows the following steps during execution of the various treasury transformation sub-projects. Since treasury transformation entails various types of projects, in the areas of treasury organization, system infrastructure, treasury processes and banking landscape, not all of these steps apply to all projects to the same extent.

For several aspects of a treasury transformation program, such as the implementation of a payment factory, a common and tested approach is to go live with a number of pilot countries or companies first before rolling out the solution across the globe.

Figure 10: Zanders’ execution approach

Step 7: Post-Execution

The post-execution step of a treasury transformation is an important part of the program and includes the following activities:

6-12 months after the execution step:
– project review and lessons learned
– post implementation review focussing on actual benefits realized compared to the initial business case

On an ongoing basis:
– periodic benchmark and continuous improvement review
– ongoing systems maintenance and support
– periodic upgrade of systems
– periodic training of treasury resources
– periodic bank relationship reviews

Zanders offers a wide range of services covering the post-execution step.

Importance of a structured approach

There are many internal and external factors that require treasury organizations to increase efficiency, effectiveness and control. In order to achieve these goals for each of the treasury activities of treasury management, risk management and corporate finance, it is important to take a holistic approach, covering the organizational structure and strategy, the banking landscape, the systems infrastructure and the treasury workflows and processes. Zanders’ seven steps to treasury transformation provides such an approach, by working from a detailed as-is analysis to the implementation of the new treasury organization.

Why Zanders?

Zanders is a completely independent treasury consultancy f rm founded in 1994 by Mr. Chris J. Zanders. Our objective is to create added value for our clients by using our expertise in the areas of treasury management, risk management and corporate finance. Zanders employs over 130 specialist treasury consultants who are the key drivers of our success. At Zanders, our advisory team consists of professionals with different areas of expertise and professional experience in various treasury and finance roles.

Due to our successful growth, Zanders is a leading consulting firm and market leader in independent consulting services in the area of treasury and risk management. Our clients are multinationals, financial institutions and international organizations, all with a global footprint.

Independent advice

Zanders is an independent firm and has no shareholder or ownership relationships with any third party, for example banks, accountancy firms or system vendors. However, we do have good working relationships with the major treasury and risk management system vendors. Due to our strong knowledge of the treasury workstations we have been awarded implementation partnerships by several treasury management system vendors. Next to these partnerships, Zanders is very proud to have been the first consultancy firm to be a certified SWIFTNet management consultant globally.

Thought leader in treasury and finance

Tomorrow’s developments in the areas of treasury and risk management should also have attention focused on them today. Therefore Zanders aims to remain a leading consultant and market leader in this field. We continuously publish articles on topics related to development in treasury strategy and organization, treasury systems and processes, risk management and corporate finance. Furthermore, we organize workshops and seminars for our clients and our consultants speak regularly at treasury conferences organized by the Association of Financial Professionals (AFP), EuroFinance Conferences, International Payments Summit, Economist Intelligence Unit, Association of Corporate Treasurers (UK) and other national treasury associations.

From ideas to implementation

Zanders is supporting its clients in developing ‘best in class’ ideas and solutions on treasury and risk management, but is also committed to implement these solutions. Zanders always strives to deliver, within budget and on time. Our reputation is based on our commitment to the quality of work and client satisfaction. Our goal is to ensure that clients get the optimum benefit of our collective experience.

PDF Zanders Green Paper; 7 Steps to Treasury Transformation

The eighth and last article in this series on the weighted average cost of capital (WACC) discusses how to increase shareholder value by utilizing tax opportunities. Generally, shareholder value can be created by either:

• Increasing operational cash flows, which is similar to increasing the net operating profit ‘after-tax’ (NOPAT);
• or Reducing the ‘after-tax’ WACC.

This article starts by focusing on the relationship between the WACC and tax. Best market practice is to reflect the actual environment in which a company operates, therefore, the general WACC equation needs to be revised according to local tax regulations. We will also outline strategies for utilizing tax opportunities that can create shareholder value. A reduction in the effective tax rate and in the cash taxes paid can be achieved through a number of different techniques.

Relationship Between WACC and Tax

Within their treasury and finance activities, multinational companies could trigger a number of different taxes, such as corporate income tax, capital gains tax, value-added tax, withholding tax and stamp or capital duties. Whether one or more of these taxes will be applicable depends on country specific tax regulations. This article will mainly focus on corporate tax related to the WACC. The tax treatment for the different capital components is different. In most countries, the cost of debt is tax deductible while the cost of equity isn’t (for hybrids this depends on each case).

The corporate tax rate in the general WACC equation, discussed in the first article of this series (see Part 1: Is Estimating the WACC Like Interpreting a Piece of Art?), is applicable to debt financing. It is appropriate, however, to take into consideration the fact that several countries apply thin capitalization rules that may restrict tax deductibility of interest expenses to a maximum leverage.

Furthermore, in some countries, expenses on hybrid capital could be tax deductible as well. In this case the corporate tax rate should also be applied to hybrid financing and the WACC equation should be changed accordingly.

Finally, corporate tax regulation can also have a positive impact on the cost of equity. For example, Belgium has recently introduced a system of notional interest deduction, providing a tax deduction for the cost of equity (this is discussed further in the section below: Notional Interest Deduction in Belgium).

As a result of the factors discussed above, we believe that the ‘after-tax’ capital components in the estimation of the WACC need to be revised for country specific tax regulations.

Revised WACC Formula

In other coverage of this subject, a distinction is made between the ‘after-tax’ and ‘pre-tax’ WACC, which is illustrated by the following general formula:

WACC_PT = WACC_AT / [1 – TC]

WACC_AT : Weighted average cost of capital after-tax
WACC_PT : Weighted average cost of capital pre-tax
TC : Corporate income tax rate

In this formula the ‘after-tax’ WACC is grossed-up by the corporate tax rate to generate the ‘pre-tax’ WACC. The correct corporate tax rate for estimating the WACC is the marginal tax rate for the future! If a company is profitable for a long time into the future, then the tax rate for the company will probably be the highest marginal statutory tax rate.

However, if a company is loss making then there are no profits against which to offset the interest. The effective tax rate is therefore uncertain because of volatility in operating profits and a potential loss carry back or forward. For this reason the effective tax rate may be lower than the statutory tax rate. Consequently, it may be useful to calculate multiple historical effective tax rates for a company. The effective tax rate is calculated as the actual taxes paid divided by earnings before taxes.

Best market practice is to calculate these rates for the past five to ten years. If the past historical effective rate is lower than the marginal statutory tax rate, this may be a good reason for using that lower rate in the assumptions for estimating the WACC.

This article focuses on the impact of corporate tax on the WACC but in a different way than previously discussed before. The following formula defines the ‘after-tax’ WACC as a combination of the WACC ‘without tax advantage’ and a ‘tax advantage’ component:

WACC_AT = WACC_WTA – TA

WACC_AT : Weighted average cost of capital after-tax
WACC_WTA : Weighted average cost of capital without tax advantage
TA : Tax advantage related to interest-bearing debt, common equity and/or hybrid capital

Please note that the ‘pre-tax’ WACC is not equal to the WACC ‘without tax advantage’. The main difference is the tax adjustment in the cost of equity component in the pre-tax calculation. As a result, we prefer to state the formula in a different way, which makes it easier to reflect not only tax advantages on interestbearing debt, but also potential tax advantages on common equity or hybrid capital.

The applicable tax advantage component will be different per country, depending on local tax regulations. An application of this revised WACC formula will be further explained in a case study on notional interest deduction in Belgium.

Notional Interest Deduction in Belgium

Recently, Belgium introduced a system of notional interest deduction that provides a tax deduction for the cost of equity. The ‘after-tax’ WACC formula, as mentioned earlier, can be applied to formulate the revised WACC equation in Belgium:

WACC_AT = WACC_WTA – TA

WACC_WTA : Weighted average cost of capital without tax advantage, formulated as follows: R_D x D_M / [D_M+E_M] + R_E x E_M / [D_M+E_M] TA : Tax advantage related to interest-bearing debt and common equity, formulated as follows: TC x [R_D x D_M + R_N x E_B] / [D_M+E_M] TC : Corporate tax rate in Belgium
R_D : Cost of interest-bearing debt
R_E : Cost of common equity
R_N : Notional interest deduction
D_M : Market value of interest-bearing debt
E_M : Market value of equity
E_B : Adjusted book value of equity

The statutory corporate tax rate in Belgium is 33.99%. The revised WACC formula contains an additional tax deduction component of [RN x EB], which represents a notional interest deduction on the adjusted book value of equity. The notional interest deduction can result in an effective tax rate, for example, intercompany finance activities of around 2-6%.

The notional interest is calculated based on the annual average of the monthly published rates of the long-term Belgian government bonds (10-year OLO) of the previous year. This indicates that the real cost of equity, e.g. partly represented by distributed dividends, is not deductible but a notional risk-free component.

The adjusted book value of equity qualifies as the basis for the tax deduction. The appropriate value is calculated as the total equity in the opening balance sheet of the taxable period under Belgian GAAP, which includes retained earnings, with some adjustments to avoid double use and abuse. This indicates that the value of equity, as the basis for the tax deduction, is not the market value but is limited to an adjusted book value.

As a result, Belgium offers a beneficial tax opportunity that can result in an increase of shareholder value by reducing the ‘after-tax’ WACC. Belgium is, therefore, on the short-list for many companies seeking a tax-efficient location for their treasury and finance activities. Furthermore, the notional interest deduction enables strategies for optimizing the capital structure or developing structured finance instruments.

How to Utilize Tax Opportunities?

This article illustrates the fact that managing the ‘after-tax’ WACC is a combined strategy of minimizing the WACC ‘without tax advantages’ and, at the same time, maximizing tax advantages. A reduction in the effective tax rate and in the cash taxes paid can be achieved through a number of different techniques. Most techniques have the objective to obtain an interest deduction in one country, while the corresponding income is taxed at a lower rate in another country. This is illustrated by the following two examples.

The first example concerns a multinational company that can take advantage of a tax rate arbitrage obtained through funding an operating company from a country with a lower tax rate than the country of this operating company. For this reason, many multinational companies select a tax-efficient location for their holding or finance company and optimize their transfer prices.

Secondly, country and/or company specific hybrid capital can be structured, which would be treated differently by the country in which the borrowing company is located than it would be treated by the country in which the lending company is located. The potential advantage of this strategy is that the expense is treated as interest in the borrower’s country and is therefore deductible for tax purposes.

However, at the same time, the country in which the lender is located would treat the corresponding income either as a capital receipt, which is not taxable or it can be offset by capital losses or other items; or as dividend income, which is either exempt or covered by a credit for the foreign taxes paid. As a result, it is beneficial to optimize the capital structure and develop structured finance instruments.

There is a range of different strategies that may be used to achieve tax advantages, depending upon the particular profile of a multinational company. Choosing the strategy that will be most effective depends on a number of factors, such as the operating structure, the tax profile and the repatriation policy of a company. Whatever strategy is chosen, a number of commercial aspects will be paramount. The company will need to align its tax planning strategies with its business drivers and needs.

The following section highlights four practical strategies that illustrate how potential tax advantages and, as a consequence, an increase in shareholder value can be achieved by:

• Selecting a tax-efficient location.
• Optimizing the capital structure.
• Developing structured finance instruments.
• Optimizing transfer prices.

Selecting a tax-efficient location

Many companies have centralized their treasury and finance activities in a holding or separate finance company. Best market practice is that the holding or finance company will act as an in-house bank to all operating companies. The benefit of a finance company, in comparison to a holding, is that it is relatively easy to re-locate to a tax-efficient location. Of course, there are a number of tax issues that affect the choice of location. Selecting an appropriate jurisdiction for the holding or finance company is critical in implementing a tax-efficient group financing structure.

Before deciding to select a tax-efficient location, a number of issues must be considered. First of all, whether the group finance activities generate enough profit to merit re-locating to a low-tax jurisdiction. Secondly, re-locating activities affects the whole organization because it is required that certain activities will be carried out at the chosen location, which means that specific substance requirements, e.g. minimum number of employees, have to be met. Finally, major attention has to be paid to compliance with legal and tax regulation and a proper analysis of tax-efficient exit strategies. It is advisable to include all this information in a detailed business case to support decision-making.

When selecting an appropriate jurisdiction, several tax factors should be considered including, but not limited to, the following: The applicable taxes, the level of taxation and the availability of special group financing facilities that can reduce the effective tax rate.

• The availability of tax rulings to obtain more certainty in advance.
• Whether the jurisdiction has an expansive tax treaty network.
• Whether dividends received are subject to a participation exemption or similar exemption.
• Whether interest payments are restricted by a thin capitalization rule.
• Whether a certain controlled foreign company (CFC) rule will absorb the potential benefit of the chosen jurisdiction.

Other important factors include the financial infrastructure, the availability of skilled labor, living conditions for expatriates, logistics and communication, and the level of operating costs.

Based on the aforementioned criteria, a selection of attractive countries for locating group finance activities is listed below:

Belgium: In 2006, Belgium introduced a notional interest deduction as an alternative for the ‘Belgian Co-ordination Centres’. This regime allows taxefficient equity funding of Belgian resident companies and Belgian branches of non-resident companies. As a result, the effective tax rate may be around 2-6%.

Ireland: Ireland has introduced an attractive alternative to the previous ‘IFSC regime’ by lowering the corporate income tax rate for active trading profits to 12.5%. Several treasury and finance activities can be structured easily to generate active trading profit taxed at this low tax rate.

Switzerland: Using a Swiss finance branch structure can reduce the effective tax rate here. These structures are used by companies in Luxembourg. The benefits of this structure include low taxation at federal and cantonal level based on a favorable tax ruling – a so called tax holiday – which may reduce the effective tax rate to even less than 2%.

The Netherlands: Recently, the Netherlands proposed an optional tax regulation, the group interest box, which is a special regime for the net balance of intercompany interest within a group, taxed at a rate of 5%. This regulation should serve as a substitute for the previous ‘Dutch Finance Company’.

Optimizing the capital structure

One way to achieve tax advantages is by optimizing not only the capital structure of the holding or finance company but that of the operating companies as well. Best market practice is to take into account the following tax elements:

Thin capitalization: When a group relationship enables a company to take on higher levels of debt than a third party would lend, this is called thin capitalization. A group may decide to introduce excess debt for a number of reasons. For example, a holding or finance company may wish to extract profits tax-efficiently, or may look to increase the interest costs of an operating company to shelter taxable profits.

To restrict these situations, several countries have introduced thin capitalization rules. These rules can have a substantial impact on the deductibility of interest on intercompany loans.

Withholding tax: Interest and dividend payments can be subject to withholding tax, although in many countries dividends are exempt from withholding tax. As a result, high rates of withholding tax on interest can make traditional debt financing unattractive. However, tax treaties can reduce withholding tax. As a consequence, many companies choose a jurisdiction with a broad network of tax treaties.

Repatriation of cash: If a company has decided to centralize its group financing, then it is relevant to repatriate cash that can be used for intercompany financing. In most countries, repatriation of cash can be performed through dividends, intercompany loans or back-to-back loans. It depends on each country what will be the most tax-efficient method.

Developing structured finance instruments

Developing structured finance instruments can be interesting for funding or investment activities. Examples of structured finance instruments are:

Hybrid capital instruments: Hybrid capital combines certain elements of debt and equity. Examples are preferred equity, convertible bonds, subordinated debt and index-linked bonds. For the issuers, hybrid securities can combine the best features of both debt and equity: tax deductibility for coupon payments, reduction in the overall cost of capital and strengthening of the credit rating.

Tax sparing investment products: To encourage investments in their countries, some countries forgive all or part of the withholding taxes that would normally be paid by a company. This practice is known as tax sparing. Certain tax treaties consider spared taxes as having been paid for purposes of calculating foreign tax deductions and credits. This is, for example, the case in the tax treaty between The Netherlands with Brazil, which enables the structuring of tax-efficient investment products.

Double-dip lease constructions: A double-dip lease construction is a cross-border lease in which the different rules of the lessor’s and lessee’s countries let both parties be treated as the owner of the leased equipment for tax purposes. As a result of this, a double interest deduction is achieved, also called double dipping.

Optimizing transfer prices

Transfer pricing is generally recognized as one of the key tax issues facing multinational companies today. Transfer pricing rules are applicable on intercompany financing activities and the provision of other treasury and finance services, e.g. the operation of cash pooling arrangements or providing hedging advice.

Currently, in many countries, tax authorities require that intercompany loans have terms and conditions on an arm’s length basis and are properly documented. However, in a number of countries, it is still possible to agree on an advance tax ruling for intercompany finance conditions.

Several companies apply interest rates on intercompany loans, being the same rate as an external loan or an average rate of the borrowings of the holding or finance company. When we apply the basic condition of transfer pricing to an intercompany loan, this would require setting the interest rate of this loan equal to the rate at which the borrower could raise debt from a third party.

In certain circumstances, this may be at the same or lower rate than the holding or finance company could borrow but, in many cases, it will be higher. Therefore, whether this is a potential benefit depends on the objectives of a company. If the objective is to repatriate cash, then a higher rate may be beneficial.

Transfer pricing requires the interest rate of an intercompany loan to be backed up by third-party evidence, however, in many situations this may be difficult to obtain. Therefore, best market practice is to develop an internal credit rating model to assess the creditworthiness of operating companies.

An internal credit rating can be used to define the applicable intercompany credit spread that should be properly documented in an intercompany loan document. Furthermore, all other terms and conditions should be included in this document as well, such as, but not limited to, clauses on the definition of the benchmark interest rate, currency, repayment, default and termination.

Conclusion

This article began with a look at the relationship between the WACC and tax. Best market practice is to revise the WACC equation for local tax regulations. In addition, this article has outlined strategies for utilizing tax opportunities that can create shareholder value. A reduction in the effective tax rate, and in the cash taxes paid, can be achieved through a number of different techniques.

This eight-part series discussed the WACC from different perspectives and how shareholder value can be created by strategic decision-making in one of the following areas:

Business decisions: The type of business has, among others, a major impact on the growth potential of a company, the cyclicality of operational cash flows and the volume and profit margins of sales. This influences the WACC through the level of the unlevered beta.

Treasury and finance decisions: Activities in the area of treasury management, risk management and corporate finance can have a major impact on operational cash flows, capital structure and the WACC.

Tax decisions: Utilizing tax opportunities can create shareholder value. Potential tax advantages can be, among others, achieved by selecting a taxefficient location for treasury and finance activities, optimizing the capital structure, developing structured finance instruments and optimizing transfer prices.

Based on this overview we can conclude that the WACC is one of the most critical parameters in strategic decision-making.

This article describes the reasons behind the increased interest among corporates in using hybrid instruments to optimize their capital structure and the impact of hybrids on the WACC and shareholder value. It also takes a look at treatment by accountants, tax regulation and rating agencies.

Over €8bn of capital was raised in 2005 by corporates in Europe in the hybrid category, according to The Treasurer, April 2006. Over the past decade, it has primarily been financial institutions who have been frequent issuers of hybrids to optimize their capital structure. However, corporates are now also increasingly tapping this segment.

This growing interest can be explained both by new insights regarding the accounting and rating benefits of these instruments, as well as an increased appetite by investors who are drawn by the opportunity to make an additional yield in the current low-interest rate and credit spreads environment.

Accounting Treatment

A hybrid instrument can be structured to achieve equity treatment from an IFRS perspective. IAS 32 (Financial Instruments: Disclosure and Presentation) requires a hybrid to have optional payment for all coupons and that the instrument should have no defined economic maturity.

If the instrument is structured to achieve equity accounting, the coupon is accounted for as a ‘preferred’ dividend distribution. This way, there is no interest expense and the reported net income is not affected. Likewise, earnings per share (EPS) are unchanged as for the purposes of the EPS calculation, preferred dividends are deducted from earnings.

However, if the instrument is treated as equity there is no IAS 39 (Financial Instruments: Recognition and Measurement) hedge accounting available for any associated swaps. The resulting P&L volatility may lead issuers to choose to have the instruments structured so that they are accounted for as debt.

View of Rating Agencies

Credit rating agency Moody’s published its Tool Kit for Assessing Hybrid Securities, a framework to determine the relative debt and equity characteristics of hybrid instruments, in December 1999. Since then, the rating agency has assessed hundreds of instruments, positioning them along the debtequity continuum in baskets from A (more debtlike) to E (more equity-like). Each basket on this continuum translates into the following percentages of equity and debt for the purpose of financial ratio calculations:

To illustrate, a €100m hybrid placed by Moody’s in Basket D will result in a €75m increase in equity and a €25m increase in debt. All relevant ratios, which include either debt or equity, will be adjusted accordingly by the agency.

In February 2005, Moody’s announced its revised methodology for the category, significantly increasing the acknowledgement of the equity-like features of the instruments and rewarding higher equitycredit to structures which meet specifically required features, particularly regarding subordination, coupon deferral and permanence in the capital structure. Moody’s revision has made it possible for corporates to achieve meaningful equity-credit of 50 per cent or more, and has prompted increased corporate activity in this area.

Standard & Poor’s and Fitch Ratings have also clarified their thinking on hybrids, and the three big rating agencies are now roughly in line in their treatment of hybrid capital.

Tax Treatment

The recent flow of corporate transactions has started in Europe thanks to favourable tax legislation in several European countries that makes it easier than in the US to develop new hybrid products that both improve rating treatment and qualify as debt for tax purposes. In the UK, however, the corporate tax law contains several provisions that challenge the tax deduction on interest paid on debt with ‘excessive’ equity characteristics.

The potential to achieve a more robust tax opinion may lead issuers choosing to have the instrument structured to be accounted for as debt. In article seven of this series on the WACC, ‘Reducing the WACC by Utilizing Tax Opportunities’; more tax angles related to this topic will be covered.

Impact on the WACC and Shareholder Value

Optimizing the WACC and maximizing returns to shareholders is a top priority for corporate treasurers.

Hybrid instruments strengthen the capital base by creating a buffer between senior creditors and shareholders. Hybrid capital offers an opportunity, when correctly structured and used as a substitute for more expensive and less flexible common equity, to lower the WACC.

Hybrid issues typically price between 50 and 200 basis points over senior debt. This means that the marginal cost of funding can be significantly lower than funding achieved through traditional debt and equity funding sources. This cost-effectiveness can be illustrated with the following example.

A company wants to raise €100m of capital with half of it qualifying as equity for rating purposes. It has, simply put, two options:

1. €50m each of traditional debt and equity.
2. €100m of hybrid capital with an equity treatment by the rating agencies of 50 per cent.

We assume the following rates apply to this company:

The marginal cost of capital for option 1 (traditional capital) would be:

The marginal cost of capital for option 2 (hybrid capital) would be

Please note: this calculation assumes full tax deductibility of the hybrid instrument.

By issuing hybrid capital with 50 per cent equity treatment the company achieves a cost of capital saving of 2.4 per cent. The advantage could be bigger still with 75 per cent equity treatment. The example shows that when hybrids are applied to substitute expensive equity, they offer an opportunity to lower the WACC of the issuer.

Conclusion

Hybrids offer corporates the opportunity to strengthen or maintain their credit ratings and balance sheet ratios, while funding acquisitions, share repurchases or pension deficits.

The economics achievable in current markets are an additional driving factor in the continuing rise in the number of hybrid instruments issued by corporates.

As a non-dilutive instrument, hybrid capital is particularly suitable for issuers who have limited access to equity or have dilution concerns. Raising hybrid capital offers the opportunity to lower the marginal cost of capital and therefore increase the return to shareholders.

To return to the question in the title of this article, hybrid capital can indeed be considered cheap equity. The additional cost on top of the normal cost of senior debt does not preclude the potential overall reduction in the cost of capital.

For companies with sufficient debt capacity within their current ratings, however, raising cheaper financing (not only in terms of spreads but also in terms of upfront fees) through traditional debt markets could still be a more attractive option. Possible changes in tax regimes and rating methodologies should also be taken into account when deciding on which funding instrument to choose.

Best Practice for WACC Estimation in Emerging Markets

The prospect of emerging markets, mainly driven by high growth potential, draws the attention of a corporate in search for investment opportunities. But often there is a lack of correct appraisal of both these investment opportunities, and the risks involved with the execution of the projects.

The CFO and treasurer play a vital role in assessing the quality of the investment proposals by setting the appropriate hurdle rate for project selections, to make sure shareholder value will be created given the risks involved.

The first article in the WACC series extensively describes the components that comprise the weighted average cost of capital and how to estimate the WACC.

Part six of the WACC guide will now show methods of how to deal with, and quantify, risks and features of emerging markets when estimating the WACC for foreign investment decisions and appraisals.

Which Discount Rate to Use?

One question that a company investigating a foreign investment in an emerging market should ask is: which hurdle rate should be used? Should a separate project WACC be calculated for this operation? Or, can just the corporate WACC be applied, added with a premium or discount to compensate for different inflation levels?

There are basically three different types of discount rate:

The first method is to use the corporate WACC. Supporters in favor of using one single corporate WACC argue that a multinational company can be considered as a portfolio of multiple (global) investments and therefore each investment can be treated with the same cost of capital, which reflects the company’s total aggregated portfolio risks.

This approach acknowledges the advantage of a multinational, which is able to diversify country specific risks somewhat when volatilities in different countries are partly off-set by each other due to their low correlation. The appropriate WACC for operating in an emerging market this way is the corporate WACC adjusted for the marginal contributing effect of the operation in the emerging market (based on the specific financial and operational leverage). When calculating of the nominal WACC in the foreign currency, a compensation for the different levels of inflation between the home and foreign currency will have to be added or deducted.

The second method is to consider each investment project as a stand-alone investment and value each of them according to a local WACC that reflects the risks of the local country and project. In that respect there is one major argument that demonstrates the need to calculate an individual WACC for an emerging market – emerging markets are, to some extent, non-integrated markets (not integrated with the global market). It is therefore said to be a segmented market.

The characteristic of a segmented market is that real returns (compensated for different levels of inflation) are also determined by domestic risk factors. These are characterized by inefficiencies caused by regulatory, legal and tax barriers in emerging markets.

These inefficiencies have an impact on the cost of equity. In such a case, the company determines a local project WACC, with a local cost of equity the measure of a country’s equity risk levels for the operations in the emerging markets, rather than the corporate WACC.

The third method is a ‘middle-of-the-road’ approach, which acknowledges the need to account for the additional sovereign risk factors in the country of the investment in the WACC. This is achieved by simply adding a sovereign risk premium to the corporate WACC as a markup.

Sovereign risk represents the country risk and the credit risk of the country. Simply put, the sovereign risk premium is the difference between the yield of the risk-free triple-A rated government bond and a bond issued by the local government (with the sovereign risk embedded in it) minus the inflation differential of the two currencies involved. If local bonds are issued in US$, the inflation differential should not be deducted.

The major disadvantage of adding a sovereign risk premium is that it primarily reflects the sovereign default risk and can hence serve little to quantify the exact measure of equity risk in that country. To some extent it will cover the additional market risk premium (MRP) for an emerging market, but not the total MRP.

The preferred method out of the three presented is therefore the second method that calculates a separate cost of equity and consequently a separate local WACC for the investment in the emerging market.

How is Risk Reflected in the WACC and in Cash Flow?

We have established that the preferred discount rate requires a separate WACC to be calculated for investments in emerging markets to reflect the additional risks.

The question is, which of all these additional risk factors in emerging markets are included in the cost of equity (Re) and the cost of debt (Rd) of the WACC, and which risk factors should be reflected in the projected cash flows?

Best practice is that operational risk, which is diversifiable (non-systematic), should be accounted for in the cash flow projections. Industry and country risk, which can not be eliminated by diversification (systematic risk), should be incorporated in the WACC. The industry risk is captured in the beta of the company (adjusted for the capital structure of the company).

Typical non-systematic risks include many operational challenges associated with investments in emerging markets. Included in the cash flow will also be incremental costs associated with investments in emerging markets, like insurance costs, legal costs and costs for currency repatriation and hedging.

Typical systematic risks in an emerging market include default, political and country specific economic risks and, in case of equity investments, one will also have to account for inefficient markets.

Expected inflation should be treated separately from the aforementioned sovereign risk and market inefficiencies. Whether inflation should be taken into account depends on whether the WACC is calculated in the base currency of the company or in the local currency. In the case of the latter the inflation differential will have to be added on top of the sovereign risk premium.

It is important to mention that inflation rates should be included in the discount rate as well as in the cash flow. Numerator and denominator calculations should be based on the same inflation rates, to avoid any mismatches.

Specific Risk Adjustments in the WACC

Calculating the WACC in developed markets can be a difficult exercise, but the calculation in emerging market environments is even more challenging. As well as the different and additional risks mentioned, emerging markets are also less developed, liquid and consequently less efficient. In other words, reliable information for the determination of the WACC will be harder to obtain. The next section will discuss the specific adjustments for additional risks and uncertainties in the components that comprise the WACC, which need to be taken into account

1. Cost of equity (Re):

The first component of the WACC is the cost of equity. In developed markets the capital asset pricing model (CAPM) is mostly applied to estimate the cost of equity of an investment. But CAPM has one important underlying theoretical assumption, which is that it assumes that markets are fully integrated and efficient. However, there is evidence to conclude that emerging markets are not efficient.

For fully segmented emerging markets it can even be argued that CAPM is unsuitable for estimating the cost of equity, as the equity prices are not determined by equilibrium situations due to inefficiencies and poor liquidity. However, since there is a lack of alternative methodologies to determine Re in emerging markets, CAPM is still mostly applied. In order to make CAPM suitable for emerging markets, the following factors in CAPM should be taken with care and will have to be adjusted to represent the additional risks of the partly segmented emerging markets:

Risk-free rate (Rf):
In developed markets, the 10 year government bond is the basis for CAPM calculation. But since emerging markets have a rating below triple-A, the government bonds themselves are not risk-free and they incorporate a sovereign risk premium. Another issue, which especially exists in high inflation environments, is that long-term government bonds are usually unavailable.

Beta (β):
The β in the CAPM equation provides a quantification of the sensitivity (systematic risk) of an investment project to market movements. When a beta is unknown, it is hard to properly determine in emerging markets. Sometimes companies or industries beta’s are not calculated locally, since it is likely that betas and stock returns are less correlated due to a lack of information and market inefficiencies. But there is an alternative, namely to use the global industry β, re-levered to the company’s appropriate target leverage.

Market risk premium (MRP):
The MRP is the extra return that the stock market provides over the risk-free rate to compensate for market risk.

In developed integrated markets historically derived market risk premium is estimated to be around 5%. The problem in emerging markets is that reliable data records to determine the return rates are unavailable in many cases.

Then, once you have determined the historic risk premium based on the recorded data, you also have to question whether these records are a reliable predictor for the long-term future.

Historic averages in emerging markets are often influenced by periods of high volatility. In case that historic data series show periods of extreme volatility in premiums, a downward adjustment is recommendable. Therefore these premiums should be taken with care and the historic riskpremium should subsequently be adjusted according to the prospects. There is an alternative approach often used to determine the additional market risk premium for an emerging market.

Take the market risk premium of the developed domestic market and add the sovereign risk premium, multiplied by the ratio of the standard deviation on returns of the country’s equity market, divided by the standard deviation on the local government bond.

2. Cost of debt (Rd):

The cost of debt is the second component in the WACC. It is the marginal cost that needs to be offered to raise additional capital in the form of debt, including the issuance costs of the concerning debt. Additionally, the local capital market for debt in an emerging market will show inefficiencies, and is often regulated. Consequently, in case local debt sources are used, the actual cost of debt can be substantially different to what it would have been according to the company’s credit rating.

Reliable long-term interest rates in emerging markets are rarely available and, as a result, only short-term debt will be available as a reference. Sometimes in a high inflation environment, debt instruments are dollarized or inflation indexed.

In some emerging countries it might even be impossible to obtain debt financing. This implies that a company can only invest through equity.

The chosen capital structure in an emerging market is rarely based on a free will. Restrictions to foreign ownership and a lack of availability of debt instruments or borrowing restrictions from local banks will all have an impact on the actual capital structure.

Project Appraisals

The WACC is widely applied as the discount rate to measure the quality of investments with help of the discounted cash flow method (DCF). The WACC is the proper discount rate for discounting future cash flows into a present value.

In normal circumstances, a company must seek to make a return on its investments in excess of, or at least equal to, the WACC (or a positive net present value).

The DCF-method applied for valuations in emerging markets deviates from the same method in developed markets, as in emerging markets you also have to deal with additional risks that may affect the certainty of future cash flows. It is therefore recommended to model a scenario or sensitivity based DCF for emerging market valuations. This should explicitly incorporate the non-systematic risks involved in the operation in the emerging market.

The impact of future cash flow risk should be carefully assessed, as some risks do not apply equally to industries or companies. An example can be the depreciation or appreciation of a currency. An importing company will be impacted differently by an appreciation than an exporting company.

Apart from exchange rates, the development of other economic variables can heavily impact future cash flow. This can include inflation, GDP and interest. In order to identify the impact of these variables, one can conduct a sensitivity analysis.

Next to the systematic and the non-systematic risks discussed earlier, another important feature of emerging markets are the often high levels of inflation.

There are in principle two methods how to cope with inflation in a DCF-calculation:

1. Nominal prices method:
In this method the inflation is both accounted for in the cash flows and in the discount rate.

2. Real prices method:
This approach takes into account the financial statements in real terms and consequently discounts the cash flows in real terms against the real discount rate.

The major benefit here is that it is somewhat easier to forecast future cash flows in real terms than in nominal terms, especially in environments that face high and variable levels of inflation. It is sometimes said that when inflation levels reach double digit figures it is preferable to model the forecast on real terms. Obviously when cash flows are calculated in real terms, the discount rate should be on real terms as well to avoid a mismatch.

Exchange rates are another element that need to be taken into account in a nominal forecast. In the case of imports and exports of goods in foreign currencies, there are exchange rates involved in the valuation.

You will have to take into account that the exchange rates in your valuations are impacted by the inflation rates among other items (according to purchasing power theory), although exchange rates might only be adjusted for the interest differential in the longrun.

A single discount factor (WACC) for DCF calculation in emerging markets will lead to an over-simplistification that ignores the dynamics of an emerging market. In emerging markets, with high levels of uncertainty and variability of inflation and capital structure, it’s recommended to calculate a nominal WACC per year reflecting the developments in inflation and capital structure and risk premiums. The level of inflation applied in the WACC should also be reflected in the discounted cash flows.

Conclusions

The major distinction between developed markets and emerging markets is the increased level of risk, caused by macro economic variables, volatility and inefficiencies in capital markets and political situations. There are many different ways to incorporate and account for these additional risks.

A mark-up on the domestic corporate WACC, for the sovereign risks and inflation differential, will not be sufficient to calculate the required compensation for the additional equity risks involved. Best practice is therefore to calculate a local WACC, which not only fully reflects the company specific risks but also the equity and debt market risk of the country of investment. The different components of the WACC will have to be adjusted for the risks involved.

Since emerging markets are rapidly changing, the WACC will consequently also change over time. A point estimation of the WACC should therefore be taken with care, especially when used in DCF’s for project appraisals.
The CFO and treasurer will play an important role in the strategic process of project analysis in emerging markets, not only by quantifying the specific risks involved with investment in a particular country in the estimation of the WACC, but also by determining and quantifying the risks on the foreign cash flows.

In business, success and failure are never far apart. Among the many different options available, management has to select those initiatives that can be managed with (limited) corporate resources in terms of capital, people and time available. The aim of the game is to maximize shareholder or stakeholder value.

Estimating the potential for the creation of shareholder value or economic ‘value add’ of a project is not rocket science. Any project with a positive net present value (NPV), where the cash flow is discounted at the weighted average cost of capital (WACC), should increase shareholder or economic value. However, experienced business managers know that in reality this is not that easy.

Management has always tried to include some objectivity in project selection in order to avoid personal risk. There are a wide range of methods and models for calculating and ranking the NPVs of projects under review, but most models are a variation on discounted cash flow or real option methods. While many of these are complex and cumbersome to use, if not ineffective in day-to-day business, others in contrast are far too simple.

The model selected will affect the estimated shareholder value created as well as the ranking of projects. Without careful examination, a model or method could provide a false objective measure to determine the value created. This is not because the formulae are incorrect, but because the input assumptions applied by the analyst are often taken for granted and not properly understood.

This article examines to what extent input, assumptions and models used for project selection could create a biased opinion of the creation of shareholder value. Companies should also make sure that the investment proposals allow management to compare individual projects and select those that make the best contribution to the creation of shareholder value. Treasury, as a custodian of risk management, could be the internal consultant to management in preparing and substantiating decisions on the allocation of a company’s limited resources.

Scope of Projects

Projects are different from business operations because they require a team of (hand-picked) people to achieve pre-defined objectives within an agreed timeframe, as well as an (upfront) agreed investment.

Once the objectives are achieved and the output is handed back to the business, the project and its organization is dissolved.

Typically, projects are created to improve or expand business operations but the nature and effect of a project can vary widely. For instance, a project on the acquisition and integration of new business is different to a project to develop and introduce a new product. A calculation of the shareholder value created can, of course, help to prioritize all these projects but because the effort, scope and risk of each project are different, companies must make sure they make accurate and meaningful comparisons between projects.

1. Cash flow projections

Each model starts with a forecast of project cash inflow and outflow. By its very nature, the validity of a forecast is highly dependent on the underlying assumptions, and most models recognize that cash flow projections cannot be 100% accurate.

More complex models include a sensitivity testing function but this takes considerable effort to build.

Many companies take shortcuts by varying the net or gross cash flows as calculated for the base case. These shortcuts might give an inaccurate view because varying the value of (net) cash flow does not recognize the fact that delayed projects could incur not only higher cost but also costs over a prolonged period. As a result, revenues could be lower than anticipated or the expected cash inflows from that project may be delayed. In fact, any delay to the anticipated cash inflow can have a disproportionate effect on the NPV of the project.

A second issue related to cash flow projection is what elements should be included. Some companies include only ‘hard dollar savings’, ignoring ‘soft dollar savings’, such as unlocking partial full-time equivalents (FTEs) allowing staff to focus on (other) value adding activity, or existing cash flow that might be jeopardized if the project is not accepted.

Other benefits, such as security, market perception or quality of data, are even more difficult – if not impossible – to quantify. And, even if they were, it would still be difficult to quantify their contribution to individual projects.

The more companies focus on ‘hard dollar savings’, the more projects will need to focus on core business operations. As a result, projects that would significantly improve the quality of management information systems without reducing headcount might be overlooked. Short and low risk projects with a small upfront investment will be considered a higher priority than larger, more risky projects. For instance, projects building on existing infrastructure to create incremental benefits will typically be favoured above projects that result in a paradigm shift within the organisation.

A third issue is the horizon of the cash flow projection.

For comparison purposes, companies often have standard projection horizons of three or five years. However, the longer the project implementation takes, the longer it will take for the benefit to materialize.

Prefixed horizons favour projects with ‘quick wins’, low investments and short implementation. Important infrastructure projects might not return a significant positive NPV over a three-year period. On the other hand, projects with lasting ‘quick wins’ contribute a benefit after three, four or even 10 years – long after anybody would even remember the objectives!

If one sets the horizon of projections in a different way for each project, comparing the projects will not be straightforward. If one assumes that projects are considered only to the extent that they enhance shareholder or stakeholder value, the relevant horizon should be adjusted to the profile of stakeholders.

2. Discount factor

After the projections have been validated, the next step is to discount cash flows in order to make the NPV comparable. In theory, the WACC represents the rate at which projects will start generating shareholder value. The WACC is the weighted average cost of capital though and if a company is treated as a portfolio of projects, the WACC is a reflection of all activities and risks inherent in the company’s businesses.

Furthermore, the WACC is not constant over time. Among other factors, the WACC depends on the risk free rate, the company’s funding strategy (leverage) and risk profile. Each of these factors will change over time and can be different for each business line or project. The cost of capital should therefore be agreed individually for each project, and there are a number of issues that need attention.

Allocation of equity and debt

The allocation of equity and additional funding to projects is an important factor for the calculated NPV.
Using the current WACC for the calculation disregards the effect a project might have on company leverage when approved. Using the current WACC will also underestimate the shareholder value created by the project if additional (senior) funding is put in place.

However, in a similar case, the marginal approach to the project cost of capital would allocate all new (senior) funding disproportionately to the new project and thus overestimate the shareholder value to be created.

Another approach to this issue is to estimate the risk profile of an individual project and allocate equity accordingly. Depending on the magnitude and profile of projects in the portfolio, this might imply that a company could have a temporary or permanent equity surplus (or shortage). All projects should then compensate for this difference in order to satisfy stakeholders’ requirements.

A project cost of capital curve

The WACC will change over time as a result of market fluctuations and funding strategies. It is therefore not unreasonable to discount the first year cash flow at a different rate than that of the fourth or fifth year. The curve for the cost of capital for an individual project does not have to correlate to a risk-free yield curve.

The leverage strategy and change in the company’s risk profile will also affect this curve.

3. Identifying project risk

Each project will have a specific risk profile. The real option method tries to treat each risk component as a decision ‘option’ and estimates the value of each one using standard option calculation methods. The result of this approach to project risk is dependent on the predicted accuracy of the decisions, likelihood of each option available and timing of such occasions.

The more options involved in each decision, the more difficult it will be to verify the assumptions and thus validate the outcome.

Other simpler and widely used models will increase the discount factor with a risk premium. This approach will not favour projects with a high upfront investment and long impact horizon. Outsourcing projects that convert fixed investments into variable cost might also benefit disproportionately from this approach to project selection.

Risk is project specific and sometimes even option specific, i.e. two alternative approaches to the same project might have different risk profiles. The case for outsourcing a project to two different countries might have an identical cash flow; however, the market might see one as a higher risk than the other (e.g. as a result of additional country risk). Allocating additional equity to one project or adjusting the company WACC with a country specific outlook are alternative approaches for incorporation of such risk elements.

Individual projects can potentially affect the overall company risk profile. Acquisitions or major investments could affect the company beta and change the overall cost of capital. If these changes are not incorporated in the project NPV, the contribution to shareholder value can easily be misjudged. A marginal approach to allocating the cost (or benefit) of changing the company risk profile is tempting, especially when companies execute a diversification strategy. However, quite a few companies do feel the pressure of trying to capitalize on a break-up premium.

To address the element of risk, some methods will use a less complex approach by increasing the standard project discount factor. This risk factor might vary from project to project and this approach to risk favours projects with ‘quick wins’ early on in the project. This can be at the expense of projects with long-term structural impact because of the reduced NPV of cash flows over a long period of time. For the same reason, the method also favours projects with small upfront investments.

A Role for Treasury

In order to substantiate and motivate the value created by projects, companies need to ensure that cash flow projections and project risk are modelled in such a way that the outcome is comparable. Project support offices (if available) are hardly ever equipped for this task.

Treasury as the custodian of cash forecasting, risk management and fair value calculation, is ideal for this job. It would make perfect sense for treasury to develop useful models for project managers and evaluate the business case documents for executive management. In this way, treasury would be able to reinforce its role as an internal consultant on cash flow and risk management.

Conclusion

Many companies put a lot of effort into modelling the benefits of projects prior to approval. Allocating scarce resources in order to ensure a successful project is an important responsibility of management and they should understand how an adopted model is applied within a project.

Validating the motivation behind input and stress testing of cash flow projections is probably more important than the fact that, on paper, projects will return the value that makes them eligible for approval. Treasury can use its expertise to assist management and make sure the company chooses the best projects.

It is important to look beyond mere numbers and not focus on the difference of 1% or 2% in the NPV; remember there is always an element of art and ‘gut instinct’ in project selection. Management should therefore treat project analysis as a tool to support their strategic decision-making within the company.

Overview of WACC Estimation

The WACC is recognized as one of the most critical parameters in strategic decision-making. It is relevant for business valuation, capital budgeting, feasibility studies and corporate finance decisions. When estimating the WACC for a company, there is a clear trade-off between theoretical purity and actual circumstances faced by a company. The decision in this context should reflect the actual environment in which a company operates. In general, the WACC is estimated using the following equation:

D: Market value of interest-bearing debt
E: Market value of common equity
H: Market value of hybrid capital
R_D: Cost of interest-bearing debt
R_E: Cost of common equity
R_H: Cost of hybrid capital
Ô: Corporate tax rate

The estimation of the WACC is based on several key assumptions:

• It is market driven. It is the expected rate of return that the market requires to commit capital to an investment.
• It is a function of the investment, not the investor.
• It is forward looking, based on expected returns.
• The base against which the WACC is measured is market value, not book value.
• It is usually measured in nominal terms, which includes expected inflation.
• It is the link, called a discount rate, which equates expected future returns for the life of the investment with the present value of the investment at a given date.

The WACC seems easier to estimate than it really is. Just as two people will rarely interpret a piece of art the same way, neither will two people calculate the same WACC. Even if two people do reach the same WACC, all the other applied judgments and valuation methods are likely to ensure that each has a different opinion regarding the components that comprise the company value.

Therefore, the following sections of this article will discuss the different WACC components in more detail. Errors that are frequently encountered in practice will be highlighted as well as best market practice as a guide for estimating the WACC.

Capital Structure

The first step in developing an estimate of the WACC is to determine the capital structure for the company or project that is being valued. This provides the market value weights for the WACC formula. Best market practice is to define a target capital structure and this is for several reasons.

First, the current capital structure may not reflect the capital structure that is expected to prevail over the life of the business.

The second reason for using a target capital structure is that it solves the potential problem of circularity involved in estimating the WACC, which arises when calculating the WACC for private companies. For instance, we need to know market value weights to determine the WACC but we cannot know the market value weights without knowing what the market value is in the first place.

To develop a target capital structure, a combination of three approaches is suggested:

1. Estimate the current capital structure.

A capital structure can comprise three categories of financing: interest-bearing debt, common equity and hybrid capital. The best approach for estimating the current ‘market value-based’ capital structure is to identify the values of the capital structure elements directly from their prices in the marketplace, if available. For equity, market prices are available for public companies, but it is more difficult to identify the market value of equity for private companies, business units and also for illiquid stocks.

The same applies for public debt, such as bonds, where the market value can be identified from available market prices. In the case of private debt, however, such as bank loans and private placements, the current value needs to be calculated. (For discussion about the difficulties of calculating the market value of hybrid capital, please refer to the third article in this series on the WACC.) The conclusion is that estimating the current capital structure based on market values could be difficult when market prices are not available. The next approach could assist in solving this difficulty, by estimating a target capital structure based on information from comparable companies.

2. Review the capital structure of comparable companies.

In addition to estimating the market value-based capital structure currently and over time, it is useful to review the capital structures of comparable companies as well.

There are two reasons for this. First, comparing the capital structure of the company with those of similar companies will help to understand if the current estimate of the capital structure is unusual. It is perfectly acceptable that the company’s capital structure is different, but it is important to understand the reasons behind this.

The second reason is a more practical one because in some cases it is not possible to estimate the current financing mix for the company. For privately held companies, a market-based estimate of the current value of equity is not available.

3. Review senior management’s approach to financing.

It is important to discuss the company’s capital structure policy with senior management to determine their explicit or implicit target capital structure for the company and its businesses.

This discussion could give an explanation why a company’s capital structure may be different from comparable companies. For instance, is the company by philosophy more aggressive or innovative in the use of debt financing? Or is the current capital structure only a temporary deviation from a more conservative target?

Often companies finance acquisitions with debt they plan to amortize rapidly or refinance with equity in the near future. Alternatively, there could be a difference in the company’s cash flow or asset intensity, which results in a target capital structure that is fundamentally different from comparable companies.

Corporate Tax Rate

The WACC is a calculation of the ‘after tax’ cost of capital. The tax treatment for the different capital components – such as interest-bearing debt, common equity and hybrid capital – is different. The corporate tax rate in the earlier mentioned WACC equation is applicable to debt financing because in most countries interest expense on debt is a tax-deductible expense to a company.

It is appropriate, however, to take into consideration the fact that several countries apply thin capitalization rules that may limit tax deductibility of interest expenses to a maximum leverage.

Furthermore, in some countries, expenses on hybrid capital could be tax deductible as well. In that case the corporate tax rate should also be applied to hybrid financing and the WACC equation should be changed accordingly. (For more information on hybrid capital please refer to the third article of this series on the WACC.)

Finally, corporate tax can also have a positive impact on the cost of equity. An example is Belgium, which recently introduced a system of notional interest deduction, providing a tax deduction for the cost of equity. This system will be further explained in the fifth article of this series, which elaborates on the impact of notional interest deduction on the WACC. In other words, the calculation of the WACC for Belgian financing structures needs to be revised.

The main conclusion is that the application of the corporate tax rate in the WACC equation will differ per country. As mentioned before, when estimating the WACC for a company, there is a clear trade-off between theoretical purity and actual circumstances faced by the company. Best market practice is to reflect the actual environment in which a company operates. Therefore the WACC equation needs to be revised accordingly.

Cost of Interest-bearing Debt

The cost of interest-bearing debt can be estimated using the following equation:

R_D = R_F + DRP

R_D: Cost of interest-bearing debt
R_F: Risk-free rate
DRP: Debt risk premium

The category of interest-bearing debt consists of short-term debt, long-term debt and leases. Many companies have floating-rate debt, as an original issue or artificially created by interest rate derivatives. If floating-rate debt has no cap or floor, then it is best market practice to use the long-term debt interest rate. This is because the short-term rate will be rolled over and the geometric average of the expected short-term rates is equal to the long-term rate.

The cost of debt is calculated using the marginal cost of debt, i.e. the cost the company would incur for additional borrowing, or refinancing its existing interest-bearing debt. This cost is a combination of the risk-free rate and a debt risk premium. Credit ratings are the primary determinants of the debt risk premium. (More information on the relationship between the WACC, shareholder value and credit ratings can be read in the second article of this series on the WACC.)

The risk-free rate is the theoretical rate of return attributed to an investment with zero risk. The risk-free rate represents the interest that an investor would expect from an absolutely risk-free investment over a specified period of time. In theory, the risk-free rate is the minimum return an investor should expect for any investment.

In practice, however, the risk-free rate does not technically exist, since even the safest investments carry a very small amount of risk. Therefore best market practice for WACC estimations is to use the yield on a 10-year government bond as a proxy for the risk-free rate.

Estimating the WACC can be a challenging exercise, however, because a risk-free government bond is not always available in emerging markets. (This will be discussed further in article seven of this series.)

The cost of debt is the yield-to-maturity on publicly traded bonds of the company. Failing availability of that, the rates of interest charged by banks on recent loans to the company would also serve as a good cost of debt. When using yield-to-maturity to estimate the cost of debt it is important to make a distinction between investment and non-investment grade debt. Investment grade debt has a credit rating greater than or equal to BBB- (Standard & Poor’s). For investment grade debt, the risk of bankruptcy is relatively low.

Therefore, yield-to-maturity is usually a reasonable estimate of the opportunity cost. The coupon rate, which is the historical cost of debt, is irrelevant for determining the current cost of debt. Best market practice is to use the most current market rate on debt of equivalent risk. A reasonable proxy for the risk of debt is a credit rating.

When dealing with debt that is less than investment grade, pay attention to the difference between the expected yield-to-maturity and the promised yield-to-maturity. The latter assumes that all payments (coupon and principal) will be made as promised by the issuer. Therefore it is necessary to compute the expected yield-to-maturity, not the quoted, promised yield. This can be done based on the current market price of a low-grade bond and estimates of its expected default rate and value in default.

If the necessary data is not available, use the yield-to-maturity of BBB-rated debt, which reduces most of the effects of the differences between promised and expected yields.
Leases, both capital and operating, are substitutes for other types of debt. In many cases it is reasonable to assume that their opportunity cost is the same as for the company’s other long-term debt. Since capital leases are already shown as debt on the balance sheet, their market value can be estimated just like other debt.

Operating leases should also be treated like other forms of debt. As a practical matter, if operating leases are not significant, it could be decided not to treat them as debt. They can be left out of the capital structure and the lease payments could be treated as an operating cost.

Cost of Common Equity

For estimating the opportunity cost of common equity, best market practice is to use the expanded version of the capital asset pricing model (CAPM). The equation for the cost of equity is as follows:

RE = RF + [βL * MRP] + SRP

RE: Cost of common equity
RF: Risk-free rate
βL: Levered beta of equity
MRP: Market risk premium
SRP: Specific risk premium

The market risk premium is the extra return that the stock market provides over the risk-free rate to compensate for market risk. The estimate of the historically derived market risk premium is about 5 per cent. This estimate depends on how much history is used. Structural changes in the economy and markets, however, suggest that more recent data provides a better basis for predicting the future. Therefore, best market practice is to use data from the second half of the last century. This is a sufficiently long period to achieve statistical reliability, while avoiding the potentially less relevant market returns.

The historically derived market risk premium can be benchmarked against the implied market risk premium of today’s market capitalization and earnings. This can be done under different assumptions for future earnings growth and reinvestment. Recent studies show an implied market risk premium of 5-5.5 per cent, which is comparable to the historical derived estimate.

Beta is the measurement for the systematic risk of a company and is typically the regression coefficient between historical dividend-adjusted stock returns and market returns. For decades, investors were only concerned with one factor, beta, in their portfolio selection. Beta was considered to explain most of a portfolio’s return.

This one-factor model, otherwise known as standard CAPM, implies that there is a linear relationship between a company’s expected return and its corresponding beta. Beta is not the only determinant of stock returns though so CAPM has been expanded to include two other key risk factors that together better explain stock performance: market capitalization and book-to-market (BtM) value.

Recent empirical studies indicate that three risk factors – market (beta), size (market capitalization) and price (BtM value) – explain 96 per cent of historical equity performance. These three-factor models go further than CAPM to include the fact that two particular types of stocks outperform markets on a regular basis: small caps and value stocks (high BtM value).

The approach to estimate beta depends on whether the company’s equity is traded or not. Therefore the beta of a company can be estimated in two ways. The first and preferred solution for public companies is to use direct estimation, based on historical returns for the company in question.

The second way is to use indirect estimation. This solution is mainly applicable to business units and private companies, but also for illiquid stocks or public companies with very little useful historical data. This estimation is based on betas from comparable companies, which are used to construct an industry beta. When constructing the industry beta, it is important to ‘unlever’ the company betas and then apply the leverage of the specific company.

Best market practice is to incorporate a specific risk premium for small caps and value stocks when estimating the cost of equity. As mentioned earlier, this premium may be applicable to a specific company, based on its market capitalization and BtM value.

Cost of Hybrid Capital

Hybrids are financial instruments that combine certain elements of debt and equity, such as preferred equity, convertible bonds and subordinated debt. WACC estimations are complicated by the introduction of hybrid capital into the capital structure.

This is most easily resolved through an effective split of the instrument’s value into debt and equity to reflect the true debt-equity mix. (The fifth article of this series describes how issuing hybrids can optimize the WACC. The article outlines how hybrids are analyzed on their impact on shareholder value, but they are also analyzed from the perspective of treatment by accountants/IFRS and rating agencies.)

Conclusion

There are many ways to make errors both in estimating the WACC and applying it in practice and this article discussed the different WACC components in more detail. Attention was given to some of the errors frequently encountered in practice. Best market practice was provided as a guide for estimating the WACC while more practical guidance on estimation and application of the WACC will be discussed in the rest of the articles in this series.
Let’s return to the analogy at the beginning of this article. Is estimating the WACC comparable to interpreting a piece of art?

Again, just as two people will rarely interpret a piece of art the same way, neither will two people calculate the same WACC. The key message of this article is that both are based on assumptions before reaching a final estimation or interpretation.

The more time you spend on defining good assumptions for estimating the WACC, the better the quality of business valuation, capital budgeting and other financial decision-making will be. It is like discovering the real value of art; it all starts with a good interpretation.