The treasury impact of JCI’s strategic transactions

In the summer of 2015, Johnson Controls International (JCI) announced that it would divest its Automotive Division via a spin-off in a new publicly listed company: Adient. Shortly thereafter, JCI announced a merger with Tyco, a fire protection & security company. What was the impact of these strategic transactions on the treasury activities of the company?


JCI is the global leader and largest manufacturer of automotive batteries, powering nearly every type of passenger vehicle, heavy-duty and light commercial trucks, motorcycles, golf cars, lawn and garden tractors, and marine applications, and a leading provider of building technology, products, and solutions (building automation & controls, HVAC, refrigeration, fire, security, and integrated solutions). The multinational has USD 30 billion in sales and employs 120,000 employees spread over 2,000 locations on six continents. Building automation & controls, HVAC, refrigeration, fire, security, and integrated solutions are part of the Building Technologies & Security (BT&S) division and represent the majority of sales: USD 23 billion. The Power Solutions division has sales of USD 7 billion. One in three cars around the world is powered by a Johnson Controls battery. There are over one billion cars in circulation globally, and with a production of 150 million batteries a year, JCI is a world leader in this field.

Increasingly less automotive

Three years ago, JCI had a very different company profile. Its activities were divided into four divisions, including a very large Automotive division mainly focused on the interior of the vehicle. This division consisted of two parts: Automotive Seating, which manufactured car seats, and Automotive Interiors for the production of dashboards, floor and overhead consoles, and door panels. A fourth division, called Global Workplace Solutions, provided facility management services for third-party buildings. “We first divested Global Workplace Solutions by selling it to CB Richard Ellis. We subsequently contributed our Automotive Interiors division into a joint venture with Yanfeng, one of the largest automotive suppliers in China. Then the company decided to dispose of the entire Automotive division – including the stake in the Yanfeng joint venture – in a spin-off,” says Jean-Philippe De Waele, VP & Treasurer EMEA, responsible for the treasury activities in the EMEA region. “This division eventually became an autonomous publicly listed company called Adient.” But prior to completing the spin-off, JCI merged with Tyco, where JCI’s building automation & controls, HVAC, and refrigeration activities were combined with Tyco’s fire and security activities.

Automotive represented more than half of JCI’s revenue when the spin-off of Adient was announced in July 2015. The operational spin-off had to be realized in a very short time frame, with Adient becoming a fully independent unit under the JCI umbrella by July 1, 2016. All the teething problems had to be identified in a dry run period of several months in order to properly and efficiently execute the legal spin-off on October 31, 2016. After all, the entire Automotive division had to be completely disconnected in terms of processes, systems, and employees.

Systems and people

In a very short period of eight months, a brand new treasury department had to be set up from scratch to support Adient, a global organization with revenue of USD 17.5 billion. In the fall of 2015, JCI was looking for external consultants to assist with the treasury spin-off project. Jean-Philippe De Waele explains: “Because we knew we could never accomplish this without external help, I visited EuroFinance in Copenhagen looking to secure the right consultants. A large part of the treasury spin-off consisted of implementing a treasury management system for Adient. Given the time constraints, we therefore decided to copy JCI’s current treasury systems and processes to Adient. As Zanders successfully assisted JCI in 2010 with the initial implementation of our treasury management system, Quantum, it was a logical choice to reach out to Zanders for this part of the spin-off work as they were already familiar with the system, processes, and people.”

JCI first upgraded its current system from version 4.6 to 6.2 and then cloned it for Adient. Jean-Philippe De Waele: “It was a very intense project as we had to go live on July 1. As part of our global liquidity management and inter-company netting processes, we use a cross-currency notional cash pool at Bank Mendes Gans (BMG). A similar structure was set up for Adient, and Zanders assisted with its implementation.”

Zanders helped us to audit, streamline, and improve the back-office processes.

Jean-Philippe De Waele, VP & Treasurer EMEA

quote

Merger

In January 2016, employees learned that JCI – for the part that did not continue as Adient – was going to merge with Tyco, a company that provides fire and security systems. The merger with Tyco took place on September 1, 2016 – two months before the spin-off of Adient came into effect. As a consequence of the merger, JCI had a new footprint of treasury centers around the world. Jean-Philippe De Waele explains: “The US treasury center of Tyco was located in Princeton, New Jersey, while we were based in Milwaukee, Wisconsin. In Asia, they were in Singapore, and we had offices in Hong Kong and Shanghai. In Europe, they were in Switzerland, while we had an establishment in Brussels. And while we were in Brazil, Tyco did not have an active presence in Latin America. It was clear that there had to be a rationalization in treasury centers. In the US, the office in Princeton was closed; in Asia, everything was concentrated in Shanghai, and in Europe, it was decided to keep Tyco’s treasury center operating as a satellite of Brussels.”

With the merger of the treasury centers in Brussels and Zürich, it was necessary to determine which processes would be conducted where. “Because Tyco had an established and operating back office in Zürich and our back office in Brussels operated post spin-off with temporary workers and Zanders consultants, we decided to centralize our back-office activities in Zürich. Zanders helped us to audit, streamline, and improve the back-office processes, and then we transferred those operations from Brussels to Zürich.”

Trade finance

When the transfer of the back-office activities and other treasury integration work were successfully completed, a new internal project started at JCI: the implementation of a new trade finance system. This project was also a result of the merger with Tyco. Jean-Philippe De Waele: “We have a fairly extensive portfolio of bank guarantees and letters of credit. We have about 8,000 bank guarantees outstanding, amounting to approximately USD 1.2 billion. We also have a large portfolio of parent guarantees. At JCI, we did not have a system in place while an old trade finance system existed at Tyco. The integration activities triggered us to think about what should be done in this area. Move from no system to the Tyco system? Or would it be better to switch to a brand new system? Zanders analyzed the Tyco system and compared it with the current needs of JCI, where Swift connectivity is extremely important. The conclusion of this audit was that the cost of upgrading Tyco’s legacy system would be about as high as the implementation of a brand new system. That is why we decided to implement a new system, GTC (Global Trade Corporation), in which all communications with banks occur via Swift. Zanders is assisting with the implementation and the onboarding of the various banks on GTC and Swift.” The project started in mid-September, and the first bank will go live in February 2018.

Decommissioning

With the merger, whereby Ireland-based Tyco International Plc acquired the US-based Johnson Controls, Inc., the new parent company (Johnson Controls International Plc) was incorporated in Ireland. “As all our derivatives trading is done in the name of the parent company, a lot of work was done in transferring our hedging activities – FX and commodities – from the old (Johnson Controls, Inc.) to the new (Johnson Controls International Plc) dealing entity, and Zanders supported us with this transfer,” says Jean-Philippe De Waele. “Tyco operated a very large in-house bank which we decommissioned. In addition, we dismantled Tyco’s notional cash pool and integrated it into our BMG cash pool structure. We transferred all Tyco’s hedging activities from its treasury management system (IT2) to Quantum, and all Tyco banks were on boarded on our AvantGard Trax system (Global Payment Factory) and Swift.”

Awards

The list of projects gives an indication of the extensiveness of the treasury operations at both companies. After the spin-off of Adient, Johnson Controls was a company with USD 20 billion in sales. Tyco was a company with sales of USD 10 billion, bringing total group sales to approximately USD 30 billion. As Jean-Philippe De Waele notes, “During the merger of two such large companies, there are significant integration efforts at all levels, including the treasury level.”

Looking back at the projects, Jean-Philippe De Waele is very satisfied. “The work accomplished for the Adient treasury spin-off was impressive,” he says. “This is also recognized outside of JCI. We obtained two awards for the work that we have done in this regard. One from CFO Magazine as ‘Best finance team - best treasury practices’, and one from Treasury Management International Magazine, for ‘Best Treasury Transformation’. In addition, we received several requests to share our experiences concerning this project - including ATEB, the Belgian Association of Corporate Treasurers and at the EuroFinance conference. Our practices have become a showcase for many people on how to best handle a spin-off and carve-out of a business division.

Future

Under Jean-Philippe De Waele’s stewardship, there are still a number of ongoing integration activities relating to banking and cash management that will continue over the next 12 months. “Zanders will remain onboard until an initial group of countries have become active on the new trade-finance platform. Meanwhile, we have completed the recruitment of our additional analysts, who will be managing our BMG cash pools.” We are never sure what the future will bring, notes Jean-Philippe De Waele. “The company has been very active in M&A and divestments over the past three years and publicly stated that it is focused on creating long-term shareholder value in the remix of its business portfolio. For example, as we were integrating Tyco, the company decided to sell part of its business (Scott Safety) to 3M, a US company. So who knows…”

Customer successes

View all Insights

Gasunie in transit

Gasunie has managed the Dutch gas network since 1963, when natural gas was first produced at Slochteren. In recent years the energy mix has changed, with the focus now more on sustainable energy sources. But Gasunie has maintained its involvement, capitalizing on the key role that gas plays in the current energy transition. The changing strategy of this gas distributor has also had a bearing on the activities of its treasury department.


Gasunie, which is wholly owned by the Dutch government, transports natural gas through more than 15,500km of pipelines in the Netherlands and Germany. In addition to these pipeline systems, Gasunie’s assets comprise hundreds of installations, including one for liquefied natural gas (LNG), an LNG import terminal and facilities for underground gas storage. Every year, the company transports approximately 125 billion cubic meters of natural gas, equal to about a quarter of Europe’s total gas consumption. As a bona fide gas country, the Netherlands has become ‘Europe’s gas hub’, the central trading place for gas.

Terrific challenge

One of the government’s key objectives is to make the Netherlands one of the most sustainable countries in Europe by 2020. To limit climate change, the country is currently working on an energy transition: a switch to a CO2 free energy supply. This means that fossil fuels will increasingly be replaced by fully renewable energy sources, such as solar, wind and geothermal energy, and biogas. Due to this, natural gas, which is undisputedly the least polluting fossil fuel, has now been cast in a somewhat less-than-positive light. “You just have to mention energy transition and the level of uncertainty is very obvious,” says Janneke Hermes, manager of corporate finance & risk advisory at Gasunie. “And there are plenty of givens. But many people don’t have the right information – about the reliability of energy sources, their costs and what they can be used for. Solar panels on roofs have become symbolic of renewable energy, but even if they covered all the roofs in the Netherlands, they could only generate a limited percentage of the country’s energy requirements. So much more needs to be done. The role played by gas is, and will remain, crucial in the energy transition. This will increasingly be renewable forms of gas, such as gas from biomass, or hydrogen that can be obtained from wind energy. But natural gas also has a role to play, because it can reduce CO2 emissions significantly using it instead of coal in power stations. The big challenges we face are how to connect all the energy lines in the near future and how it should all be organized. It’ll take a lot of time and money and it constitutes a very substantial challenge for the Netherlands and the rest of Europe.

Hydrogen

Gasunie is already involved in a number of innovative projects. “Many impressive projects are already being carried out, by players big and small,” explains Hermes. “TenneT, for example, wants to harvest offshore wind energy on the North Sea, on a large scale, and our contribution can be to convert the excess electricity into hydrogen and transport it via existing gas pipelines to land, where it can be used as renewable fuel.” Adding CO2 to hydrogen produces methane, which can be introduced to the gas network as a gas. A further advantage of doing this is that hydrogen, or the gas that it helps to produce, can be stored as a buffer for subsequent energy generation or use. Many industries already use hydrogen in their production processes, continues Hermes. “Naturally, we are exploring how, with the existing infrastructure in our country, we can optimally exploit and facilitate this fact.”

Into Europe

In addition to its network in the Netherlands, Gasunie also has one in Germany, which also plays a key role in the security of supply of natural gas to the Netherlands. “Our number one strategic pillar is to remain the reliable, safe player in the Netherlands when it comes to gas infrastructure,” assures Hermes. “To this end our focus is very much on the storage of energy, during both the summer and winter and on a daily basis too. In other words, monitoring peaks during the day and deciding how to cope with them. Our second pillar is the facilitation of the gas markets elsewhere in Europe.”

While in the Netherlands gas has fallen out of favor – as a result of the earthquakes in Groningen, for example, and because it’s a fossil fuel – the opposite is true in the rest of Europe. Gasunie’s strategy looks beyond the Netherlands, Belgium and Germany. “We are looking further afield – the gas market is developing very strongly outside the North European area. The further you venture into Europe the more popular gas seems to be, to the extent that in some regions it’s akin to an emerging commodity. Thanks to our knowledge and expertise we can help, facilitate and invest in those markets. For example in the construction of new pipelines and networks, and new LNG terminals. I’m talking about countries in which we want to accumulate experience step-by-step, starting off by providing advice and service. Later this can be expanded into participation in a consortium in proportional stakes. We want to build up our presence incrementally.” According to Hermes, the third strategic pillar focuses on the afore-mentioned energy transition. “We are increasingly and emphatically demonstrating just how important a role we can play in all this. By supporting solar and wind energy, offering gas as a back-up, and making our own products more sustainable, or green. Green gas, by the way, is the same quality as natural gas. We are working on innovations that should lead to an increase in scale in the supply of green – so sustainable – natural gas.

Diversified supply

Alongside the transport of gas, Gasunie is also focusing on heating networks based on geothermal energy or residual heat. “Together with Eneco, the Port of Rotterdam Authority and Warmtebedrijf Zuid-Holland, the so-called Heat Alliance, we are trying to make optimum use of residual heat produced by the Port of Rotterdam for heating in the immediate region.

We are striving for open access in that market, with all customers and suppliers enjoying access to the infrastructure. Independence has always been a key aspect of what we do; we have no interest in the commodity. We make it possible for the various players – such as producers, customers, traders – to find one another. Our range of activities is currently very broad, from doing the right things today to exploring what’s possible in terms of tomorrow’s services and facilities and how we can contribute to their realization.”

The energy supply in the Netherlands is strongly dependent on gas. In 2016, a third of all energy in the Netherlands was supplied by natural gas. And due to the reduction of production from the Groningen field as a result of earthquakes in the province, its dependence on countries like Russia and Norway seems to have increased. This is why Gasunie wants the supply of gas to be as diversified as possible, says Hermes. “Customers find it important to have options; it prevents unilateral dependence. In this respect, southern Europe is gaining in importance because that’s where gas from the Middle East comes in. As a supplier of gas, Russia is still a very important partner for all of Europe, but this only strengthens the argument that LNG could be an excellent way of realizing the desired diversity.”

New Role

But just what do all these developments mean for the activities of Gasunie’s treasury? “Having made the necessary investments in the Netherlands’ existing gas infrastructure, we can now generate the kind of cash flow we expected,” insists Hermes. “Consequently, this will reduce the amount of debt we’ll need to take on. We have a reasonably diverse long-term loan portfolio and once that’s matured we’ll no longer need to refinance the full amount, which translates to a moderation of our financing needs. For our international activities, however, it’s not yet clear how much funding we’ll need. The same is true when it comes to green gas and supercritical water gasification projects. Relative to our assets, these all represent modest investments, but we don’t yet know how big they will become in future. Once their success has been proven, we’ll scale up projects like these. In terms of financing requirements, ours are indeed very diverse.”

That diversity has not escaped the attention of Gasunie’s treasury, while Hermes’ own role has also changed and become more diverse. “Suppose we’re talking about a benchmark loan of €500 million, it won’t be a problem because we’ve done something similar in the past. But if the discussion is about a new biogas hub with several farmers from Twente, for example, the dynamics become very different. We don’t yet have a contingency plan for something like that so we’ll need to be extremely flexible.” When financing these new, different types of projects, the sums involved are a lot lower, but the same cannot be said about the time the treasury has to invest. “That can sometimes be inversely proportional,” concedes Hermes. “But the contacts are also very different and this calls for a completely different skillset to what was needed before.” It also means that advice is asked more frequently from within the organization, she acknowledges. “Whereas we initially provided corporate financing, we now also extend loans to the business units themselves. This too calls for a different dynamic.”

Sustainable Cooperation

The first advisory role played by Zanders in Gasunie’s treasury activities dates all the way back to 2002, says Hermes. “So for me I’ve only known collaboration with Zanders. Back then it included SAP implementation, in which all kinds of instruments had to be configured. Since then we’ve been in constant contact; whenever the treasury needed support, we contacted Zanders. In May 2016, Lisette Overmars even took on the role of interim treasurer for several months. Our most recent collaboration was the adaptation of our treasury statute, which was necessary because we wanted our treasury policy to be aligned with our new objectives. In a broader context, Zanders has always proved an excellent sparring partner, one that asks us the right questions and provides the necessary structure for tackling the challenges our treasury faces. It’s what I’d define as an excellent and sustainable collaboration.”

If you would like to know more about treasury solutions in the energy sector, please contact our Partner Laura Koekkoek.

Customer successes

View all Insights

7 Steps to Treasury Transformation

May 2016
5 min read

Treasury transformation refers to the definition and implementation of the future state of a treasury department. This includes treasury organization & strategy, the banking landscape, system infrastructure and treasury workflows & processes.


Treasury transformation refers to the definition and implementation of the future state of a treasury department. This includes treasury organization & strategy, the banking landscape, system infrastructure and treasury workflows & processes.

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.

“A Program is a group of related projects managed in a coordinated manner to obtain benefits and control not available from managing them individually”.

Zanders

quote

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

IOM’s Roadmap to an improved treasury

IOM’s treasury transformation focused on streamlining bank relationships, implementing new systems, and establishing governance frameworks to better support its expanding migration management efforts.


The International Organization for Migration (IOM) is the principal intergovernmental agency in the field of migration. Due to increasing migratory flows over the past decade, which have escalated in recent months, the organization realized that its treasury needed a transformation in order to continue supporting the organization and its cause.

The IOM is committed to the principle that humane and orderly migration benefits both migrants and society. The organization was established in 1951, then known as the Provisional Intergovernmental Committee for the Movement of Migrants from Europe (PICMME), which helped people resettle in Western Europe following the chaos and displacement of the Second World War.

In subsequent years, the organization underwent a succession of name changes to the Intergovernmental Committee for European Migration (ICEM) in 1952, the Intergovernmental Committee for Migration (ICM) in 1980, and the International Organization for Migration (IOM) in 1989. These name changes reflect the organization’s transition from a logistics operation to a migration agency. The IOM’s members currently include 157 states and 10 observer states. It has offices in more than 150 countries and at any one time has more than 2,500 active projects ongoing.

It works to help ensure the orderly and humane management of migration, to promote international cooperation on migration issues, to assist in the search for practical solutions to migration problems, and to provide humanitarian assistance to migrants in need, including refugees, displaced persons, or other uprooted people. The organization works closely with several partners in four broad areas of migration management: migration and development, facilitating migration, regulating migration, and addressing forced migration. The IOM assists in meeting the growing operational challenges of migration management. It aims to advance the understanding of migration issues and encourages social and economic development through migration, while upholding the human dignity and well-being of migrants.

Differing paces

In 2008 and 2009, the organization went through a major transformation. “As recently as 10 years ago, the organization was still executing payments manually at its headquarters – payment by payment,” says Malcolm Grant, head of treasury at the IOM. With a new enterprise resource planning (ERP) system, the IOM took its first step towards improving its treasury. But more change was needed. While migration activities were growing – leading to increases in staff, projects, and donation allocation – treasury didn’t grow at the same pace as the rest of the organization. On top of that, in the years thereafter, the financial crisis resulted in a sharp increase of compliance requirements. “Due to all these developments, our treasury was way behind where it should have been.

The impact of the organization’s growth in an outdated system environment was that people looked for solutions by firefighting; they built up several different systems and various ways of working. For example, new bank accounts were added, instead of using existing bank accounts and relationships. We found ourselves with more than 700 accounts and over 150 bank relationships. We needed to bring treasury back to the heart of the organization – a huge challenge, because we needed more people, more up-to-date technology and improved governance.”

Due to the tight funding in the years following 2009, it was a slow process, says Grant: “From a treasury point of view, we look like a corporate; we get money in, we pay it out and invest it. A corporate has a profit motive, a different set of values and different stakeholders. So there are cultural differences and due to political issues some things don’t happen as quickly.”

A treasury blueprint for the future

Eventually, the organization’s management was persuaded to review its treasury. Grant explains: “So in 2012, we initiated the ‘treasury review’ project. We wanted a comprehensive wide-reaching review that tackled just about all key areas of treasury. Therefore, we asked some consultant firms for treasury advice and after some meetings we hired Zanders to reinforce and challenge our assumptions. And it turned out to be a great step; they added deep knowledge of treasury, markets, and best practices, and together we built a very strong business case showing what needed to be done in our strategic planning to overhaul our treasury.”

Based on the organization’s strategy, Zanders helped IOM in writing a blueprint for the future, based on a number of areas such as treasury management, financial risk management, and treasury governance. “And a few months later we started our ‘global treasury design’ project, aimed at scaling up our treasury operations. But then the question was how to get there. So, how could all issues be improved?”

Treasury risk committee & governance

But before IOM’s treasury realized these three objectives on the technical side, it had already looked at some of the ‘no-cost’ recommendations. Grant says: “In terms of structure, we were very keen to make sure we had a written treasury policy – we now have one. We also lacked an annual treasury plan, which we have now introduced. And one of the most important aspects was setting up a treasury risk committee, which brings together some senior managers in finance and one from operations. They have now been meeting quarterly for two years and it has added enormously to treasury transparency. Moreover, it’s a two-way channel; it has also been a very effective channel for feedback into senior management – to show what treasury is doing and what we want to achieve in the near future. As a result of the review, some serious and valuable changes have been made.”

Grant’s treasury department worked hard to realize the targets as described in the roadmap. He needed some assistance in finding the organization’s banking partners for its cash management, to solve the problem of a too widely dispersed bank portfolio and bank account structure.

“We need to see what money is where,” says Grant. “We don’t see certain key collections in our accounts. Different field offices have different cultures; some are very proactive and engaged in centralized cash management, yet others aren’t. Therefore visibility is very important and a big challenge.”

Simplifying bank relationships

So, last year, IOM asked Zanders to conduct a European Cash Management RFP. Grant notes: “The number of bank relationships was over 150 across our organization. When we did the European RFP, we had 39 countries in scope with 38 different banking parties in those countries. Depending on the region, you could begin to centralize payments. We don’t need to have bank accounts all over Europe, for example. So instead of having 38 bank partners, in the future we may only have five or six.”

Based on IOM’s requirements, five banks were shortlisted for its cash management bank selection project with a pan-European scope. Zanders helped to write the RFP document, was part of the bank selection, managed the evaluation process, and supported the recommendation to senior management. IOM now has just two banking partners and has started the implementation with both banks. “And it’s going very well. We have good support from our internal IT team, which is extremely important. We did a lot of homework and research in Europe, mission by mission, to establish all treasury requirements and banking needs in detail.”

The strategic recommendations that Zanders gave were gathered in a roadmap for IOM’s treasury, with a prioritization of projects and focus areas. Grant adds: “We started by looking at three key achievable short-term objectives – things we could do within one year. The first was to bring on board the foreign exchange trading platform, 360T. The second was to bring on board a treasury management system (TMS). Third was to conduct a cash management RFP (request for proposal) in Europe for banking services. These objectives have been met; the systems are now live and working. There is still some additional TMS functionality to bring on board, but the initial level of functionality related to reporting and basic payment processing is available.”

The end of the beginning

“Our department is now about a third of the way to where we want to be. Centralizing payments and having payment factories, for example, is still years away for IOM; that demands a phased approach. In terms of payments, reconciliation, pooling, and technical architecture, we are improving our basic structures; we are looking at in-house banking (IHB) and payment factories. You need to walk before you can run. To illustrate it in an appropriate quote from Winston Churchill: ‘This is not the end, it may not even be the beginning of the end but it is the end of the beginning.’ I think that’s where we are now.”

Despite the many tough challenges for IOM’s treasury department, working for an organization in the field of migration gives Grant both energy and satisfaction. “Treasury is a humble servant of the dedicated workers doing the tough job in the field. We are just here to take a potential set of problems away from them. By, for example, ensuring that they have enough liquidity so they can do what they need to do, ensuring they do not get into trouble with local compliance, get best value in buying local currency, and ensuring they have proper banking partners and accounts. Our advice and expertise is a key area of support to the local missions, thereby ensuring that the mission activities in the field are not held up due to treasury issues.”

IOM’s key strategic focus areas:

  • Migration management; helping migrants in any way possible regarding security.
  • Operations and emergencies: ready to react rapidly to emergency events such as earthquakes or military actions. IOM is not a refugee agency – that work is done by the UN – however it works closely together with UNHCR.
  • International cooperation and partnerships: including relationships with donors. IOM is very active in the development of international migration law. It has a team of lawyers and a department working on clarifying, establishing, and modifying international law, as far as it relates to migrants.

Customer successes

View all Insights

Transforming Elderly Care: St Jacob Foundation’s Path to Sustainable Growth with Zanders

Elderly care is evolving, with seniors now having more options and the ability to live at home longer. The St Jacob Foundation is adapting to these changes, enhancing care quality and choice for seniors while maintaining financial stability.


The St Jacob Foundation provides care and services to the elderly in the Dutch South Kennermerland area, aiming to give them control over their own lives for as long as possible.

Quality of life is key to home care concepts, as St Jacob showed in their business case which was presented in March 2012. The traditional ‘old people’s home’ has given way to a totally different form of care for the elderly. “Most of our premises stem from the early 1970s,” says Rob van der Hulst, program director of Real Estate and Development at the St Jacob Foundation. “With the type of client we have nowadays this is not sustainable. When the premises were built our target client base was the over 65s who liked to be cared for. In the prosperous areas of Haarlem and the surrounding areas there were often no health issues but rather a preference for a worry-free existence coupled with keeping the luxury they were used to. The domestic assistant sometimes moved with them, for example to an attic in the same building.”

External partners

The foundation’s history goes back a long way, as far as the Middle Ages. The current St Jacob arose from the merger of a number of independent residential and care homes in the Haarlem, Heemstede, and Bloemendaal areas. The latest amalgamation dates from early 2000 and today the foundation has nine premises. Anita Louwers has been the director of the St Jacob’s board of trustees since 2006, when they took their first steps towards a marketing approach to care. “From that time on, care and nursing of the elderly has become faster, more intense and more complicated,” she says. “For that reason, we have opted to find partners to deal with everything which is not directly connected to that complex care, such as help within the home and cleaning, but also the expertise we need in the areas of finance and property. We are becoming a leaner organization: in-depth care with a thin layer of overhead for the relevant support personnel.”

This is a significant difference between St Jacob and other institutions in the country, many of which are more autonomous. Van der Hulst adds: “As an organization we want to stay close to our core function; we are good at intramural and extramural complex care, but other parties are better at what has to be done on the sidelines. The target group has changed considerably over the past few years. The senior citizens, those above 65 years, still live at home, travel and play golf twice a week. Those who now occupy our premises are the over-85s, who are also less mobile, but even in this age group we are noticing changes and, with support, a number of them can still live at home. This group of ‘light clients’ no longer use intramural care facilities, so only the clients who require dedicated nursing remain. “And this group is increasing constantly. People are getting older and the numbers with dementia are increasing as well. We are focused on this growth, but also on recovery and revalidation of the aged,” says Van der Hulst.

Living career

The fact that the aged are requiring more complex care has consequences for the employees of care agencies. “We used to be able to employ semi-skilled people but nowadays care is no longer so lightweight,” says Louwers. “Last year we retrained 500 employees to a higher level of competence. Today, employees have to have specific knowledge about various illnesses and they have more to do with psychiatric problems. Also, care at home is much better organized; people who have had treatment in a geriatric revalidation center go home far earlier and doctors and physiotherapists can also provide care at home.” The trend towards more specialized care was already evident to the foundation in 2007.

Louwers explains: “Since then we already started thinking in terms of housing ladders for our clients. Renovations are often more expensive than new buildings so we began to look at properties more as investors; the properties had to keep their value, we had to build to fulfill market demands and we didn’t want to run any risk. We want to own all properties geared for specialized care, whereas for homes with their own care facilities we want to find investors or co-operate with housing corporations.” These objectives were set out in the Strategic Property Plan which was written in 2007 but which has been modified in certain areas in the meantime. All types of accommodation have to be flexible so that if one target group declines in number another group can live in the same building.

Business case

Between 2007 and 2010, St Jacob developed a multiyear management model in which all future income, property transitions and care programs were covered, from the current to the new situation. Following the real estate plan, St Jacob decided to (re)develop several locations for revalidation care, small-scale group housing and care flats. For the benefit of the financing application, the foundation also prepared a detailed business case which was completed at the beginning of 2012. In the meantime, the foundation started looking for an external expert. “A recommendation and a number of positive references led us to Zanders,” says Louwers.

We already have quite good financial know-how in-house for presenting a business case, but they (Zanders) were able to fine-tune it.

Anita Louwers, Director of the St Jacob’s board of trustees

quote

According to Zanders consultant Hendrik Pons, St Jacob’s business case was convincing. “And above all it was explained very clearly by the foundation. Together this immediately gave the banks a positive impression,” he says. Van der Hulst adds: “Zanders reviewed the multiyear management model and sat down with us round the table during discussions with financial institutions. I am convinced this helped considerably and of course being safely in the black helped as well. We own almost all of the properties and were also able to sell one at quite a favorable moment in time. From three banks and the Guarantee Fund we finally got positive reactions.” The Care Guarantee Fund (Wfz) gave us a 100% guarantee on our new application,” added Pons “and that gave us a significant interest advantage.”

Differentiation

The financing application resulted in St Jacob obtaining a loan of €30 million. Louwers says: “This is rather unusual at the moment for a turnover of €60 million. And it is fantastic since we need property for new clients – often those with severe dementia – to be housed in a way that best suits them.”

Financing is agreed and will be used in 2014. A number of building plans are ready, including Overbos and a building with room for 100 clients with dementia and a revalidation center. Van der Hulst explains: “We are spread over three different towns and that means that we have to have different types of facilities available. With homes where people pay their own living costs they can start working on their own housing ladder earlier and can stay in their own home if their need for care increases. A good example is Nieuw Overbos, which will be opened in a year’s time. Here there are lovely flats for people aged 75 and above. There are many care facilities, such as a doctor and round-the-clock services. But we are here for all senior citizens; on the Aziëweg we are building a complex for council rental.”

By separating housing and care there is a lot more differentiation, according to Louwers. “Many people are prepared to pay for what they want. The Netherlands is a country where the AWBZ (National Act on Exceptional Medical Expenses) is too general and uniform in its coverage and this doesn’t suit everyone. I think it’s good we are a forerunner in the developments.”

More efficient

Louwers also thinks that this new approach will mean resources are used more efficiently. “We started the transition phase with a turnover of €60 million for a large category of quite easy clients. When we are finished we will have a turnover of just under €50 million for a group of difficult clients and we will have €10 million left over for care at home – which is quite a lot. Someone who lives at home is still responsible for the accommodation component and that makes long-term care more affordable.”

So the St Jacob Foundation is becoming more like a company, adapting to and playing on the market forces we are experiencing. However, St Jacob is suffering from the consequences of governmental intervention and the health insurers’ shortsighted policies. Louwers adds: “You can’t really talk about market forces because they are controlled by legislators and insurers. However, if we function well as a care provider by adapting to the needs of our client base, then our buildings will fill up of their own accord.”

How did Zanders work with the St Jacob Foundation?

  • Help in preparing the business case
  • Participation in talks with the banks and the Care Guarantee Fund (Wfz)
  • Various memos on internal decision making
  • Continuous treasury support in the form of a service subscription from early 2013; preparation of the annual treasury plan, participation in the treasury committee (strategic), participation in the monthly treasury meeting, treasury tools (loan module, liquidity forecast model).

Customer successes

View all Insights

FrieslandCampina’s Refinancing of International Dairy Products

Zanders enabled FrieslandCampina to optimize banking relationships and refinancing with a strategic wallet distribution model.


In 2012, FrieslandCampina was given an honorable mention at the internationally renowned Adam Smith Awards for its bank relationship management. The global dairy company was recognized for its successful refinancing program. This article looks at how ‘wallet distribution’ and strategic bank relationship management allowed the company to maneuver with agility during the financial crisis.

In January 2009, Friesland Foods and Campina, the two largest dairy cooperatives in the Netherlands, merged under the name Royal FrieslandCampina N.V. and Dairy Cooperative FrieslandCampina U.A. The company’s stock is owned by nearly 20,000 members of the merged dairy cooperative – dairy farmers in the Netherlands, Belgium, and Germany. The company is located in 28 countries worldwide, and FrieslandCampina’s dairy products are exported, particularly from the Netherlands, to more than 100 countries.

Growing markets

Several international brands are owned by the dairy cooperative. The biggest Dutch brand, Campina, is the cooperative’s fifth-largest brand. FrieslandCampina’s impressive turnover and growth is particularly noticeable in Asia and Africa. The biggest brands in these continents are Frisian Flag in Indonesia, followed by Peak in Nigeria, Dutch Lady in Vietnam and Malaysia, and Friso – the fastest-growing brand – which is sold in China, Malaysia, and Vietnam, as well as other countries. Next to Peak, the Friso brand recently started selling baby and children’s food in Nigeria, where the number of babies born equals the total in Europe, making it an extremely attractive market.

This year, FrieslandCampina acquired a majority interest in Alaska Milk Corporation, one of the largest dairy cooperatives in the Philippines, with a turnover of EUR 250 million. In the Philippines, too, where the economy and the population continue to grow, the dairy cooperative intends to sell baby and children’s food. These are mouthwatering prospects as far as investors are concerned. FrieslandCampina’s figures also confirm the security that dairy produce offers: turnover grew from EUR 8.3 billion to EUR 10.3 billion during the first four years of their existence.

Visible banking services

However, the merger began at a time when insecurity reigned supreme. The merger between the two dairy producers entailed a change of control situation that called for refinancing: the existing bank financing needed a make-over. This was quite a challenge, coming straight after the fall of Lehman Brothers and the start of the financial crisis. The banks weren’t exactly lining up to offer refinancing of this kind. For this reason, FrieslandCampina started negotiations with a wide selection of banks.

“The size of our wallet was important to the banks,” says Klaas Springer, FrieslandCampina’s director of corporate treasury. “They were perfectly happy to join FrieslandCampina’s group of financiers and commit themselves to our balance sheet, but they also wanted to earn money from the services that our internationally operating business needed. That was when we made a clear commitment: if you come on board, we’ll have a ‘best efforts’ obligation to reward you proportionally. After all, one bank’s service is better than another’s. If you finance 100 out of the 1,000 as a bank, it doesn’t necessarily follow that you will always get 10% of the wallet; the only guarantee that you have is that you will get the opportunity. A bank that has slightly more to offer FrieslandCampina, for instance, may get 12%, but if you’re offering less, then you may only get 8%.”

To be able to prove what the bank and FrieslandCampina had to offer each other, the relationship needed to be quantified. This is a considerable challenge given the various banking services that the organization needs – from ordinary payment traffic to cash management services, to setting aside deposits, foreign currency transactions, interest rate derivatives, and advice about acquisitions.

In order to make this complicated set-up more transparent, we looked for a model, an approach that we could ultimately manage properly ourselves. This is how we ended up with Zanders in 2010.

Klaas Springer, Director of Corporate Treasury at FrieslandCampina.

quote

Wallet Distribution

An important part of the financing is done through private placements, including insurers in the United States. “In addition to this, we need bank financing to be the ‘flexible shell’ in our financing set-up,” says Springer. “We need the availability of large sums to deploy flexibly as working capital, for acquisitions or investments – i.e., for general corporate purposes. We try to cover virtually all our needs with this banking group that has provided us with EUR 1 billion. This doesn’t work with banks that only want to give you money but have nothing extra to offer."

“As a business, you have key relationships: the banks that you see as trusted advisors and that you are in touch with on an almost daily basis. Besides this, we also want a diverse group of banks that have a moral commitment to one another. They must all be prepared to stick their necks out so that it all goes well in the long term.”

With Zanders, it was down to the Wallet-Distribution model when FrieslandCampina divided their portfolio across the banks they had selected. “That model was workable for us,” Springer says. “We were looking for a reliable Golf, not a Rolls Royce. We had to get the model up and running before entering all the data. Some banks are quick to give you insight into what they’ve done for you, and are quite open about it. But others are not so easy or flexible. Large international banks, for instance, don’t always have insight into what they’re doing for FrieslandCampina worldwide.”

Sander van Tol, partner at Zanders, adds: “They can’t consolidate all the internal information the way you want it, for example. Besides that, they don’t have sufficient insight into the overall portfolio of banking services that you use as a company. As far as that goes, to them, it’s like a game to see how they feature in the overall picture.”

FrieslandCampina used its own data for those banks that couldn’t supply the necessary information. Once everything had been processed in the model, it showed how much they were each entitled to on the basis of their contribution. Logically, some banks were happier with the results than others, but for most of them, expectations were met.

Open attitude

At the beginning of 2011, before the refinancing took place, FrieslandCampina approached its banks to discuss the results. Springer says: “At the time we said to our key partners: ‘This is how we see our relationship, how do you see it?’ The banks really appreciated this open attitude. They proposed the following: ‘We think we have X percentage of your FX management, is that correct?’ We didn’t give them an exact answer to that question – it’s all about the big picture, after all. The point of our story was that they would have to be happy with the information we shared with them and that FrieslandCampina had stuck to its side of the bargain. Apart from one or two, all the banks were satisfied. And we were able to explain to those few where the problem lay. To give an example: when we looked at cash management in the US, some of the banks fell by the wayside because cash management wasn’t part of their package – there was no point in inviting them. In this case, it’s not the Friesland Bank, but Citi, RBS, or HSBC who are invited. And that’s when there’s a winner. If a bank keeps missing the boat, then they get less than their share, proportionally. We say that something is not quite right: in the breadth, they simply don’t have enough to offer.”

Renewal

Shortly after the feedback from the banks, financial markets came under pressure once again in the summer of 2011, this time through the Greek debt crisis. In August, financing was discussed once more: the then EUR 1 billion facility was due to expire in 2013. “We approached the banks again and told them we wanted to refinance or renew the existing financing – but this time at a better rate.”

The banks recognized that they could benefit from a well-balanced cooperative relationship with the international dairy enterprise: the price wasn’t a major stumbling block for them. “It was more a question of timing, making an offer in a volatile market. All the big banks but one were with us in this respect. For us, renewing the financing until 2015 was better than new financing. We suggested that one bank join the rest. In the interim, we had two dark horses: banks that were keen to join the group. But, in the end, one bank agreed to the proposal.”

Apart from removing insecurity, the renewal proved to be a good solution from a cost point of view as well. Springer notes: “In 2009, we had to pay fairly high fees; it was a difficult market. By renewing now, we spread the costs that we incurred then over several years. In retrospect, the financing turned out to be cheaper than expected.” It won’t be possible to renew again, though. The firm will have to make a new deal. “A disadvantage of this is that you have to include all the costs that you incurred in the old transaction in your profit and loss account in one go,” Springer explains.

Highly commended

Every year, Klaas Springer sees the Adam Smith Awards announced in trade magazine Treasury Today. “And that’s when you think: have we got anything special to contribute this time round? This time we had a combination: throw the spotlight on portfolio management as a banking service and managing a refinancing project under very difficult market conditions. We decided to compete: we didn’t quite win, but we got a ‘highly commended’. The silver medal – enough to put us on the list of honors.”

An even better example is FrieslandCampina’s member bonds. “This is a financial instrument that is counted as stockholders’ equity from an accounting point of view. We pay interest on it that’s tax-deductible and it gives our members registered bonds that they can trade with one another. It gives a good return and has been accepted. We have now issued more than a billion, but it seems that the demand is greater than the supply – it’s an extremely successful instrument. Other cooperatives are asking us for advice on how these bonds are issued.”

Corporate treasury is not alone in feeling proud of the honorable mention; the corporation as a whole is, too. Springer sums it up, saying: “Wallet sizing put the ball in our court. We used it to get the signatures we needed for the refinancing. We managed to achieve something that doesn’t happen very often in the current market.” In 2012, FrieslandCampina passed the EUR 10 billion turnover mark. “We’re playing in the Champions League, our CEO is now saying. We’re no longer low-profile; we can’t hide anymore.”

Customer successes

View all Insights

Sustainable steps towards global treasury

Sulzer realigns its corporate treasury to support business expansion. Sulzer is a Swiss company specializing in reliable, sustainable solutions for performance-critical applications, focusing on industrial machinery, surface technology, and rotating equipment maintenance. Active in key markets like oil and gas, power, water, and transportation, Sulzer enhances customer competitiveness through innovation. The company operates over 170 locations worldwide.


Expansion into new markets brings challenges on many levels, not least of all financially. When Sulzer, a leading provider of products and solutions in markets such as oil and gas, power, water, and transportation, decided that it needed best-practice treasury and cash management processes to support the developing business operations, the two-pronged treasury project required some external help. Zanders was able to advise on and facilitate a European cash concentration structure and a TMS implementation project.

Sustainable value creation and profitable growth are the ultimate strategic priorities of the company and the financial side of Sulzer’s organization has to be flexible to keep up with the changing patterns of cash flows, revenue streams, investments, and new risk exposures. Treasury needs to move with the challenging cash management environments in new markets, often in developing countries around the world, and it was decided that treasury processes and structures needed to be updated. In 2008, Sulzer’s treasury team embarked on a dual project to implement a new treasury management system (TMS) as well as a new European cash concentration structure.

“In an ideal world we would be able to monitor all the subsidiaries’ transaction data by having access to a data warehouse”

Jean-Daniel Millasson (Corporate Treasurer at Sulzer)

quote

Need for a treasury realignment

Jean-Daniel Millasson, the corporate treasurer at Sulzer, explains that the company has grown organically but also considerably through acquisitions. Today, it has a production and service network of over 170 locations around the world, while back in 2008 it had about 120. He says: “We have legal entities in many countries and each has its own set of bank accounts, banking relationships, and manages its payments and cash management independently of the treasury center in Switzerland, although we give clear directions and guidelines for their treasury activities. We feel it’s very important to further develop in the area of cash and risk management, hence centralizing business support functions such as treasury is a vital way to achieve higher efficiencies, greater transparency and access to real-time information across a broad geographic area.”

With this in mind, one clear goal of this treasury project was to improve cash management and visibility by implementing a Europe-wide zero-balancing cash pool. Equally important was the selection and implementation of a new TMS. Millasson says: “It was clear for me that we needed external support to realize two projects of this magnitude since we are a small treasury team. We therefore decided to conduct a request for proposals (RFP), after which Zanders was selected.”


Cash pool implementation project

The cash pool implementation involved intense interviewing and liaising with Sulzer’s European subsidiaries. Eric Schwarz, head of the corporate treasury center at Sulzer, explains that this data-collection phase of the project was time-consuming. Zanders consultant Bart Timmerman carried out many of these visits and fact-finding missions with Sulzer or on the company’s behalf.

Schwarz says: “During the cash concentration project, Zanders contributed to the success by taking care of that part of the project that we just didn’t have the resources for. They were able to collect and collate data and meet our subsidiaries. Although we at Sulzer didn’t lack the expertise to go ahead and implement the kind of Europe-wide cash concentration structure that we had in mind, Zanders was able to alleviate an important part of the hard work where we needed support.”

The objectives of the cash concentration project were to increase the centralization of cash, to improve visibility of cash balances and flows in Europe, to improve efficiency of cash management, and to later leverage the platform across the organization in a broad geographical sense covering different time zones. The cash concentration project also included an analysis and redesign of the company’s European banking infrastructure and was successfully concluded in 2009.


Gaining visibility and control

The second phase of Sulzer’s treasury transformation was initiated at the same time as the cash concentration project. In fact, the TMS implementation was partially triggered by the need for a best practice system to manage the transaction data generated by the European cash concentration project.

Millasson explains that the previous TMS was not operating in line with best practice and there were still manual processes involved that prevented automated processing of data: “Having a zero-balancing cash pool created a high number of transactions for us – which meant more work for the back office. With the new TMS in place, we’re able to handle this workload. Previously, we didn’t have straight-through processing (STP) or electronic bank statements through our front or back offices,” he says.

Expert advice was invaluable during the selection of a new TMS provider. Sulzer first of all consulted Judith van Paassen, partner at Zanders, and then worked closely with Zanders consultant Bart Timmerman. Millasson adds: “For the TMS project, Zanders’ expertise was crucial. We were looking for professional support on the evaluation of different systems and also on the implementation at a later stage. Even for an experienced treasury department it is difficult to make a decision on an individual system. It was therefore invaluable to work with experts who have in-depth knowledge of the systems.”

Eventually IT2 was chosen but it couldn’t become fully functional until the cash concentration structure was in place, because of the need to have a clear view of the new bank reporting infrastructure. Although IT2 went live with FX deals and reporting in 2009, the full implementation was completed in 2010. Bart Timmerman worked closely with the Sulzer treasury team on the TMS implementation but was also present for much of the European cash pool project. He says: “The two projects were complementary. It was an opportunity for the company to make better use of its idle cash. However, implementing a cash pool without a TMS would have been impossible.”

Millasson adds: “The benefit of the TMS was also that it enabled us to carry out compliance and reporting. It has made a big difference in terms of improving our processes. Of course, data quality is crucial for risk management, too.”


Continuous improvements

While the new TMS has introduced best practice treasury processes, there are still some areas that could be improved, according to Sulzer’s Millasson. He says: “We try to be in a position to best monitor our entities but what we can monitor is limited. We don’t have a common ERP system in the group, which given our business model is not essential, but makes it more difficult for us to access detailed transaction data. At the moment we have to rely on data sent to us by subsidiaries and their analysis. In an ideal world we would be able to monitor all the subsidiaries’ transaction data by having access to a data warehouse.”

In 2011, the new IT2 accountancy module was added for the company’s new cash pool in Australia. Millasson says: “Thanks to Zanders’ knowledge of TMS, this was a short and smooth project, which was nonetheless very important for us.” Currently, Timmerman and his colleague Tobias Schaad are upgrading IT2 to the latest release, while looking at possible enhancements and extended functionality simultaneously with the treasury staff of Sulzer.

“These projects support internal and external growth by concentrating processes
and increasing efficiency”

Jean-Daniel Millasson (Corporate Treasurer at Sulzer)

quote

Future support for a developing business

As Sulzer continues to develop and grow, both geographically and in terms of its markets and technology innovation, Millasson and Schwarz now feel it is well supported by treasury. Millasson says: “We still want our business to grow, so you need to finance it. These projects support internal and external growth by concentrating processes and increasing efficiency – these contribute to growth.”

And like the operational side of the company, Sulzer’s treasury team is not likely to let the grass grow under its feet. Rather, they are constantly looking for improvements to their financial processes. Millasson says: “The immediate projects and priorities are still efficient, to make better future use of the TMS in certain areas, to make processes even leaner, which means having electronic dealing and electronic data submissions from legal entities through the TMS. We also want to roll out our cash concentration strategy to more countries such as Singapore and China.”

Treasury is also considering doing some work to establish meaningful and effective key performance indicators (KPIs) for the business. Millasson explains: “The benefits of KPIs are twofold: a means for continuous improvement and illustrating Treasury’s contribution to the business’s financial performance, and a prerequisite for being able to benchmark against other treasuries. Furthermore, we continuously assess opportunities to expand our in-house bank activities, for instance, by considering how payment factory solutions in certain regions could add value to Sulzer.”

Timmerman summarizes the overall feeling about Sulzer’s treasury project: “What was interesting was that there was dedication at Sulzer and there was a really strong drive to lift the treasury practice one level higher. As clients, they were open about shortfalls in their processes and supporting systems, and this really contributed to the quality and progress of the project. Taking on both projects together was a real challenge and, ultimately, it went very well.”

Customer successes

View all Insights

Globally Integrated: The implementation of Owens Corning’s new treasury management system

For decades, Owens Corning has been the world-leading innovator of glass fiber technology. Headquartered in Toledo, Ohio, the American company has now expanded to 28 countries on five continents, employing about 15,000 people. With an upgrade to SAP ECC 6.0, the company’s international financial sections are now configured for enhanced efficiency.


An iconic character symbolizes the global leader in fiberglass technology. The Pink Panther – an idiosyncratic, elegant, aristocratic yet cuddly cartoon character – is the official corporate mascot of Owens Corning. How much success the character has brought is difficult to quantify. But the fact remains that the American company, with sales of USD 5.3 billion, has been the global frontrunner in the fiberglass market for decades. Applications include building, insulation, wind blades, hockey sticks, tennis rackets, sailboats, and much more.

With a company the size of Owens Corning, it is a challenge to arrange all treasury administration, in various currencies, properly and efficiently. “Our previous treasury management system was outdated,” says Isabelle Badoux, European treasury & credit leader at Owens Corning. “It was not a global implementation, and at the end of the day, we used the system in Europe and North America in two different ways. Also, the system did not support all transactions. In addition, the company had decided to upgrade to SAP 6.0 as a general ERP.” ERP is enterprise resource planning, a system that integrates all (financial) processes within a company.

“The system will be there for several years. There’s only one chance to do it right”

Isabelle Badoux, European treasury & credit leader at Owens Corning

quote

Local knowledge

What can a company do with its current treasury management system and the interface to the old SAP version 3.1i, including posting the accounting entries of treasury transactions? In other words, how was Owens Corning going to integrate a new SAP upgrade into its system? Badoux explains: “We had to consider whether we were going to use the interface of the old treasury system or choose the fully integrated approach. It became clear that the development of a new interface would be a large investment and would have considerable consequences, although it would not achieve full integration. We then made a strategic decision to go for the integrated version of the SAP treasury, migrating to one global integrated version for Europe and North America, which could be implemented in Asia Pacific and Latin America, too.”

This was 2010, a period in which Owens Corning was looking at ways to increase efficiencies within its department. “The new treasury system created an opportunity to review all our processes, aligning them with all global activities,” says Badoux. The company sent out a request for proposal (RFP) to a number of specialized companies. Two of these, Zanders and the American company e5 Solutions, combined an offer for global design and implementation. “We were having partnership discussions with e5 Solutions at the same time both of us received the RFP,” says Laurens Tijdhof, who manages Zanders’ international offices in Brussels, London, and Zürich.

“Our presence here, and that of e5 Solutions in the US, made it easier to have quick, local decision lines. The partnership worked well for Owens Corning, and we have continued this partnership in other fields as well.” Badoux acknowledges: “For global implementation, it helps to have consultants with local knowledge. And we liked the offer. It was very efficient for us.”


For several years

In the RFP process, you need mutual understanding of the scope, says Tijdhof. “It starts with a proposal but, while discussing the scope in detail, the proposal changes and you end up with a document describing exactly what you’re going to do. That way, the number of uncertainties is reduced and the result is clear for both client and consultant.” Owens Corning required help from both a specialist and a generalist, says Badoux. “Since this field is very technical, we really needed a specialized consultant in treasury. I knew Zanders from the interim management perspective of my previous company, and I knew that they have consultants for implementing systems as well. In Europe, Zanders is recognized for its consulting expertise within treasury, and during the project the cooperation between both Zanders and I was always ‘straight to the point’. That made decision-making much easier. Good documentation has been very valuable in the process too, as it shows all pros and cons of all options. Configuration is key. You need to configure well from the start, as the system will be there for several years. There is only one chance to do it right.” The planning was aggressive. The project kicked off in January 2011 and five months later, in July, Europe went live.


In-house bank

At the end of 2010, a month prior to the kick-off, one of the employees left Owens Corning’s treasury department. Badoux says: “One of the Zanders treasury consultants joined us for interim support and advice on daily treasury operations. After that, he was transferred to a new department to assist in treasury accounting, now segregated from the treasury area.” In Brussels, five people are managing Owens Corning’s treasury, foreign exchange (FX) management, and cash management in Europe, including Badoux, who is also responsible for the company’s credit management. The treasury department in Brussels is like an in-house bank for the European entities of the group.

“Structure was crucial,” says Badoux. “Treasury also performs a number of services for hedging the foreign exchange exposure centrally for the entities in Europe. This used to be a manual process, as we had to look at the individual ERP’s of the entities and their balance sheet exposures. Then we had to consolidate it in an Excel template before taking action. That’s now facilitated. We also do the processing of most of the internal and external payments centrally. Not all, but we are centralizing the platform for the electronic banking system. SAP ECC 6.0 is now connected to our electronic banking system.”


The same language

The concept of in-house banking has been common in Europe for some time, but not yet at Owens Corning's U.S. offices. Badoux explains: “One of the advantages of the global design is that we now have in-house banking in the U.S. as well as in Canada. The advantage is that you can offset some flows and avoid certain bank transfers, such as internal loans, optimizing cash management on a global scale.”

Owens Corning is now focusing on centralizing FX exposures in North America, hedging the exposures of Latin America and the Pacific from there. Europe served as a model. "Asia is much less centralized than we are, so the challenge there is clear. We are looking at other companies to find the best way to implement it. But SAP’s treasury functionality has made things much easier; in the U.S., they now have access to our data, and we are working together much more. A major advantage is that everything is standardized and configured in the same way. We speak the same language due to the global design.”


Change and training

In order to achieve the global design, OC Europe had several design sessions with colleagues from the U.S. Badoux says: “We discussed process by process and made various decisions in terms of elements fitting the overall blueprint. It was a short time-line, but all resources from both Europe and the U.S. were dedicated. And having a good resource on the consulting side is then of great importance too.” On behalf of Zanders, consultant Laura Koekkoek managed the project. “In particular, the full-time availability, of both Nicolas Van de Maele and the Information Services (IS) resources in Europe, were very efficient and kept the momentum going,” she says.

After going live, it became clear that two elements should not be underestimated. “Change management is key in post-project implementation,” says Badoux. “People need to have the commitment to work with the system. They have to get to know the system and be curious about it.” Also, the training of people involved is essential after implementation. Within Owens Corning, Nicolas Van de Maele appeared to be the appropriate trainer for his colleagues. And he could work without external assistance. “In the final stage of a project, it’s important to be able to work independently, without an external consultant,” says Tijdhof. Badoux agrees: “A treasury system changes, it is a living system, so you definitely need internal resources for the configuration maintenance.” According to Tijdhof, the main aim is to achieve a stand-alone client. Badoux adds: “And a happy one.”

Customer successes

View all Insights

WACC: Practical Guide for Strategic Decision- Making – Part 8

December 2007
5 min read

Treasury transformation refers to the definition and implementation of the future state of a treasury department. This includes treasury organization & strategy, the banking landscape, system infrastructure and treasury workflows & processes.


The WACC is a calculation of the ‘after-tax’ cost of capital where the tax treatment for each capital component 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.

Some countries offer beneficial tax opportunities that can result in an increase of operational cash flows or a reduction of the WACC.

This article elaborates on the impact of tax regulation on the WACC and argues that the calculation of the WACC for Belgian financing structures needs to be revised. Furthermore, this article outlines practical strategies for utilizing tax opportunities that can create shareholder value.

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:

WACCPT = WACCAT / [1 – TC]

WACCAT : Weighted average cost of capital after-tax
WACCPT : 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:

WACCAT = WACCWTA – TA

WACCAT : Weighted average cost of capital after-tax
WACCWTA : 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:

WACCAT = WACCWTA – TA

WACCWTA : Weighted average cost of capital without tax advantage, formulated as follows: RD x DM / [DM+EM] + RE x EM / [DM+EM] TA : Tax advantage related to interest-bearing debt and common equity, formulated as follows: TC x [RD x DM + RN x EB] / [DM+EM] TC : Corporate tax rate in Belgium
RD : Cost of interest-bearing debt
RE : Cost of common equity
RN : Notional interest deduction
DM : Market value of interest-bearing debt
EM : Market value of equity
EB : 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.

WACC: Practical Guide for Strategic Decision- Making – Part 3

December 2007
5 min read

Treasury transformation refers to the definition and implementation of the future state of a treasury department. This includes treasury organization & strategy, the banking landscape, system infrastructure and treasury workflows & processes.


Hybrids are financial instruments that combine 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 a strengthening of senior credit ratings.

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.

Fintegral

is now part of Zanders

In a continued effort to ensure we offer our customers the very best in knowledge and skills, Zanders has acquired Fintegral.

Okay

RiskQuest

is now part of Zanders

In a continued effort to ensure we offer our customers the very best in knowledge and skills, Zanders has acquired RiskQuest.

Okay

Optimum Prime

is now part of Zanders

In a continued effort to ensure we offer our customers the very best in knowledge and skills, Zanders has acquired Optimum Prime.

Okay
This site is registered on wpml.org as a development site.