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CHAPTER 7 DIVIDENDS AND SHARE REPURCHASES: ANALYSIS Presenter’s name Presenter’s title dd Month yyyy

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Chapter 7 Dividends and Share Repurchases Analysis

Chapter 7Dividends and Share repurchases: AnalysisPresenters namePresenters titledd Month yyyy11. IntroductionA payout policy is a set of principles regarding a corporations distributions to shareholders.May be established with regard to a dividend payout, a dividend per share, a growth in dividend per share, or any other metric.May include stock splits and stock dividends.May include stock repurchases. Copyright 2013 CFA Institute2Page 258

Introduction

A payout policy (also known as dividend policy) is a set of principles regarding a corporations distributions to shareholders. Note: Using the term payout policy encompasses repurchases, whereas the traditional term dividend policy implies cash and stock dividends as well as stock splits.May be established with regard to a dividend payout, a dividend per share, a growth in dividend per share, or any other metric.May include stock splits and stock dividends.May include stock repurchases.

22.Dividend Policy and Company Value: TheoryCopyright 2013 CFA Institute3LOS: Compare theories of dividend policy and explain implications of each for share value, given a description of a corporate dividend action.Page 258

2. Dividend Policy and Company Value: Theory

Explanations for dividend policies:Dividend are irrelevant.A bird in the hand: Cash dividends are preferred to uncertain capital gains.Tax argument: Investors prefer capital gains to dividends if capital gains are taxed at a lower rate than capital gains.Other explanations/influences: Clientele effect, signaling, and agency cost effects. 3Dividends are irrelevantIn Miller and Modiglianis (MM) world with no taxes, no transaction costs, and homogeneous information, dividend policy does not affect the value of the company.The decision of how a company finances its business is separate from the decision of what and how much to invest in capital projects.If an investor wants cash flow, he/she could sell some shares.If an investor wants more risk, he/she could borrow to invest. An investor is indifferent about a share repurchase or a dividend.Bottom line: Dividend policy does not affect a firms value.Copyright 2013 CFA Institute4LOS: Compare theories of dividend policy and explain implications of each for share value, given a description of a corporate dividend action.Pages 258260

Dividends Are Irrelevant

In MMs world with no taxes, no transaction costs, and homogeneous information, dividend policy does not affect the value of the company. The decision of how a company finances its business is separate from the decision of what and how much to invest in capital projects.If an investor wants cash flow, he/she could sell some shares.If an investor wants more risk, he/she could borrow to invest. An investor is indifferent about a share repurchase or a dividend.

Market imperfections can affect conclusions because MMs world has perfect capital markets.Note: In a perfect capital market: All participants have the same information.There are no taxes (the key is that the tax rates on dividends and capital gains are the same).There are no costs to financial distress.Expectations are homogeneous.Flotation costs associate with issuing new shares.

Bottom line: Dividend policy does not affect a firms value.

4The Bird-in-the-Hand ArgumentInvestors prefer a cash dividend to uncertain capital gains.Hence, investors prefer the bird in the hand.Issue: Riskiness of the stock appreciation.If this explanation holds, a company that pays a cash dividend will have a higher value than a similar company that does not pay a cash dividend.

Bottom line: Dividend policy affects the value of the firm.

Copyright 2013 CFA Institute5LOS: Compare theories of dividend policy and explain implications of each for share value, given a description of a corporate dividend action. Page 260

The Bird-in-the-Hand Argument

Investors prefer a cash dividend to uncertain capital gains.Hence, investors prefer the bird in the hand.Issue: Riskiness of the stock appreciation.If this explanation holds, a company that pays a cash dividend will have a higher value than a similar company that does not pay a cash dividend.

Bottom line: Dividend policy affects the value of the firm

5The Tax ArgumentIf dividends are taxed at a rate higher than capital gains, investors prefer that companies reinvest cash flow back into the firm.In other words, investors prefer the lower-taxed capital gains to the higher-taxed cash dividends.This advocates a zero dividend payout when dividends are taxed at a rate higher than that of capital gains.

Bottom line: Dividend policy affects the value of the firm.Copyright 2013 CFA Institute6LOS: Compare theories of dividend policy and explain implications of each for share value, given a description of a corporate dividend action.Pages 260261

The Tax Argument

If dividends are taxed at a rate higher than capital gains, investors prefer that companies reinvest cash flow back into the firm.In other words, investors prefer the lower-taxed capital gains to the higher-taxed cash dividends.This advocates a zero dividend payout when dividends are taxed at a rate higher than that of capital gains.

Bottom line: Dividend policy affects the value of the firm.

6The Clientele EffectThe clientele effect is the influence of groups of investors attracted to companies with specific dividend policies.Clientele are simply a group of investors who have the same preference.Types of clientele:If an investor has a marginal tax on capital gains lower than the marginal tax on dividends, the investor prefers a return in the form of capital gains.Investors who are tax exempt (e.g., pension funds) are indifferent about dividends and capital gains.Some investors, by policy or restrictions, only invest in stocks that pay dividends.The importance of the existence of clientele is that investors will have a preference for stocks with a specific dividend policy.Bottom line: The clientele effect does not necessarily imply that dividends affect value.Copyright 2013 CFA Institute77Dividends and SignalingUnder MMs theory, everyone has the same information.When there is asymmetric information, dividend changes may convey information.

Copyright 2013 CFA Institute8LOS: Describe types of information (signals) that dividend initiations, increases, decreases, and omissions may convey.Pages 265268

Dividends and Signaling

Under MMs theory, everyone has the same information. Therefore, dividends do not signal anything.When there is asymmetric information, dividend changes may convey information: Positive information: Initiations and increasesNegative information: Omissions and decreasesSome evidence suggests that increasing a dividend attracts attention to the stock. Companies do brag about their record of dividend payments (consistency, growth, etc.). Companies that tend to grow their dividends consistently tend to be dominant in their industry, have global operations, have a high return on assets, and have low financial leverage. Examples: Proctor & Gamble (PG), Diebold (DBD), Johnson & Johnson (JNJ), Coca-Cola (KO)Cutting dividends are generally negative signals. J.C. Penney (JCP) stopped its dividend in 2013. Deutsche Telekom announced a reduction in 2012 (effective 2013 and 2014).CenturyLink (CTL) announced a cut its dividend in Feb 2013.Telecom Italia (TT) announced a cut in its dividend in Feb 2013.Vale SA announced a dividend cut in 2013.

8Agency costs and Dividend policyThe separation of ownership and management in a corporation may lead to suboptimal investment.Management may invest in negative NPV projects to enhance the companys size or managements control.Jensens free cash flow hypothesis is that having free cash flow tempts management to make investments that are not positive NPV.Paying dividends or interest on debt uses this free cash flow and averts an agency issue.If a companys debt has a restriction on paying dividends, it may avoid the issue of paying dividends (thus benefiting owners) and may increase the risk to bondholders.

Bottom line: Dividends may reduce agency costs and, therefore, increase the value of the firm.Copyright 2013 CFA Institute9LOS: Explain how clientele effects and agency issues may affect a companys payout policy.Pages 268271

Clientele and Agency Influence on Dividend Policy

The separation of ownership and management in a corporation may lead to suboptimal investment. Management may invest in negative NPV projects to enhance the companys size or managements control.Jensens free cash flow hypothesis is that having free cash flow tempts management to make investments that are not positive NPV. Paying dividends or interest on debt uses this free cash flow and averts an agency issue.If a companys debt has a restriction on paying dividends, it may avoid the issue of paying dividends (thus benefiting owners) and may increase the risk to bondholders.

Bottom line: Dividends may reduce agency costs and, therefore, increase the value of the firm

93. Factors Affecting Dividend policyCopyright 2013 CFA Institute10LOS: Explain factors that affect dividend policy.Pages 271272

3. Factors Affecting Dividend Policy

Investment opportunitiesExpected volatility of future earningsFinancial flexibilityTax considerationsFlotation costsContractual and legal restrictions

10Factors affecting dividend policyInvestment opportunities:A company with more investment opportunities will pay out less in dividends.A company with fewer investment opportunities will pay out more in dividends.Expected volatility of future earnings:Companies with greater earnings volatility are less likely to increase dividendsa greater chance of not maintaining the increased dividend.Financial flexibility:Companies seeking more flexibility are less likely to pay dividends or to increase dividends because they want to preserve cash.

Copyright 2013 CFA Institute11LOS: Explain factors that affect dividend policy.Pages 272273

Factors Affecting Dividend Policy

Investment opportunities: A company with more investment opportunities will pay out less in dividends.A company with fewer investment opportunities will pay out more in dividends.A company in the mature phase of the companys life cycle is more likely to pay dividend than a company in the growth stage.Expected volatility of future earnings:Companies with greater earnings volatility are less likely to increase dividendsa greater chance of not maintaining the increased dividend.Financial flexibility: Companies seeking more flexibility are less likely to pay dividends or to increase dividends because they want to preserve cash.11Factors affecting dividend policyTax considerationsThe tax rate on dividends and how dividends are taxed relative to capital gains affect investors preferences and, hence, companies dividend policy.Flotation costsThese costs make it more expensive to use newly issued stock instead of internally generated funds.Smaller companies face higher flotation costs.Contractual and legal restrictionsForms of restrictions:Impairment of capital ruleBond indenturesRequirement of preferred sharesCopyright 2013 CFA Institute12LOS: Explain factors that affect dividend policy.Pages 273278

Factors Affecting Dividend Policy

Tax considerations The tax rate on dividends and how dividends are taxed relative to capital gains affect investors preferences and, hence, companies dividend policy.Note: Tax systems are discussed later in presentation.

Flotation costs These costs make it more expensive to use newly issued stock instead of internally generated funds.Smaller companies face higher flotation costs.

Contractual and legal restrictions Forms of restrictions:Impairment of capital ruleThe impairment of capital rule is a legal restriction on paying dividends if there is not a minimum amount of equity capital. Bond indenturesRequirement of preferred shares (that is, preference in preferred stock dividends before common stock dividends)

12Tax Systems and Dividend PolicyConsider a company that has earnings before tax of $100 million and pays all its earnings as dividends. The companys tax rate is 35%, and individual shareholders have a marginal tax rate of 25%. In countries with a split-rate system, dividends are taxed at 28% at the corporate level.Copyright 2013 CFA Institute13LOS: Calculate and interpret the effective tax rate on a given currency unit of corporate earnings under double-taxation, split-rate, and tax imputation dividend tax regimes.Pages 274276

Tax Systems and Dividend Policy

Double taxation (U.S.) Earnings are taxed at corporate level; dividends are taxed at shareholder level.Effective tax on dividends = ($35 + $16.25) $100 = 51.25%Formula for 100% of earnings in dividends: Tax rate = tcorporate+ tshareholder (tcorporate tshareholder) = 35% + 25% 8.75% = 51.25%

Dividend imputation (Australia, New Zealand, United Kingdom, France) Earnings are taxed at corporate level; tax credit at shareholder level.Effective tax on dividends = ($30 + $5) $100 = 25%Tax calculated by shareholder = ($100 0.25) = $25 | Applying what the corporation paid = $25 $30 = $5 refund

Split-rate system Earnings distributed are taxed at a lower rate than retained earnings. Effective tax on dividends = ($28 + $18) $100 = 46%Formula, for 100% of earnings in dividends: Tax rate = tcorporate payout + tshareholder (tcorporate payout tshareholder) = 28 + 25% 7% = 46%

134. Payout PoliciesCopyright 2013 CFA Institute1414Example: Payout PoliciesConsider the financial information for Apple, Inc. (AAPL)

What are dividends for FY2011 and FY2012 if the company followed a stable dividend policy, with a target dividend payout of 10% and an adjustment factor of 0.3?

Copyright 2013 CFA Institute15Fiscal Year Ending9/29/20129/24/20119/25/2010Net income (millions)$41,773$25,922$14,014Fiscal Year Ending9/29/20129/24/2011Increase in earnings$15,851$11,900Multiply by target0.100.10Multiply by adjustment factor0.300.30Dividends$475.53$357.24LOS: Compare stable dividend, target payout, and residual dividend policies and calculate the dividend under each policy.Pages 279284

Example: Payout Policies

Consider the financial information for Apple, Inc. (AAPL).

What are dividends for FY2011 and FY2012 if the company followed a stable dividend policy, with a target dividend payout of 10% and an adjustment factor of 0.3?

Key: Multiply the increase in earnings (from the prior year) by the target payout ratio and the adjustment factor.Note: the higher the adjustment factor, the higher in the dividends for this company if earnings are increasing.

15Example: Payout PoliciesWhat are dividends for FY2011 and FY2012 if the company followed a constant dividend payout at 6%?

What are dividends for FY2011 and FY2012 if the company followed the residual payout policy?

Copyright 2013 CFA Institute16Fiscal Year Ending9/29/20129/24/2011Net income (millions)$41,773$25,922Less: capital expenditures9,4027,452Dividends$32,371$18,470Fiscal Year Ending9/29/20129/24/2011Net income (millions)$41,773$25,922Multiply by 6%0.060.06Dividends$2,506$1,555.32LOS: Compare stable dividend, target payout, and residual dividend policies and calculate the dividend under each policy.Pages 279284

Example: Payout Policies

What are dividends for FY2011 and FY2012 if the company followed a constant dividend payout at 6%?Dividends increase as earnings increase (and fall as earnings fall).

What are the dividends for FY2011 and FY2012 if the company followed the residual payout policy?Dividend are variable because of earnings variability and the lumpiness of capital expenditures.

Actual dividends of Apple, Inc. (Source: Google Finance):FY 2011: Dividends = $0FY 2012: Dividends = $2,488 | Dividend payout = 5.96% | DPS = $2.6516Cash Dividends vs. Repurchasing StockCopyright 2013 CFA Institute17Reasons for preferring repurchasing stock over paying a cash dividendPotential tax advantagesSignalingManagerial flexibilityOffset dilution from executive stock optionsIncrease financial leverageA stock repurchase may be a good alternative to an increase in cash dividends.LOS: Explain the choice between paying cash dividends and repurchasing shares.Pages 285291

Cash Dividends vs. Repurchasing Stock

Reasons for preferring repurchasing stock over paying a cash dividend: Potential tax advantagesSignalingManagerial flexibilityOffset dilution from executive stock optionsIncrease financial leverageDubious motive: Increase EPS (dubious because of effect on required rate of return and because free cash flow is not affected)A stock repurchase may be a good alternative to an increase in cash dividends. 17Global Trends in Dividend PayoutCurrent:Large, profitable companies tend to have a stable payout policy.Smaller and/or less profitable companies tend to not be dividend paying.Trends:In developed companies, fewer companies pay cash dividends, but more companies are using stock repurchases.The dividend amounts and payouts have increased for dividend-paying companies, but the proportion of dividend-paying companies has declined.

Copyright 2013 CFA Institute18LOS: Describe global trends in corporate dividend policies.Pages 291292

Global Trends in Dividend Payout

Current: Large, profitable companies tended to have a stable payout policy.Smaller and/or less profitable companies tend to not be dividend paying.

Trends: In developed companies, fewer companies pay cash dividends, but more companies are using stock repurchases.The dividend amounts and payouts have increased for dividend-paying companies, but the proportion of dividend-paying companies has declinedNote: These trends are based on evidence prior to 2009, which may not reflect the effects of the financial crisis.18Dividend Coverage RatiosCopyright 2013 CFA Institute19195. Analysis of Dividend SafetyWe can evaluate the safety of the dividend by examining the companys ability to meet its dividends.Safety pertains to the ability of the company to continue to pay the dividend or maintain a growth pattern.Possible ratios: Dividend coverage and free cash flow coverageUsing dividends plus repurchases may be more appropriate for some firms.Values greater than 1.0 indicate ability to meet the dividend and repurchase, although the greater the coverage, the greater the liquidity and ability to pay.It is sometimes difficult to predict changes in dividend because of surprises, such as the financial crisis. Copyright 2013 CFA Institute20LOS: Identify characteristics of companies that may not be able to sustain their cash dividend.Pages 293297

Analysis of Dividend Safety

We can evaluate the safety of the dividend by examining the companys ability to meet its dividends. Safety pertains to the ability of the company to continue to pay the dividend or maintain a growth pattern.Possible ratios: Dividend coverage and free cash flow coverageUsing dividends plus repurchases may be more appropriate for some firms.Values greater than 1.0 indicate ability to meet the dividend and repurchase, although the greater the coverage, the greater the liquidity and ability to pay.

It is sometimes difficult to predict changes in dividend because of surprises, such as the financial crisis.

206. SummaryThere are three general theories on investor preference for dividends: Dividend policy is irrelevant, the bird-in-hand argument, and the tax explanation.An argument for dividend irrelevance given perfect markets is that the corporate dividend policy is irrelevant because shareholders can create their preferred cash flow streams by selling any companys shares.The clientele effect suggests that different classes of investors have differing preferences for dividend income. Dividend declarations may provide information to investors regarding the prospects of the company. The payment of dividends can help reduce the agency conflicts between managers and shareholders, but can worsen conflicts of interest between shareholders and debtholders.Copyright 2013 CFA Institute216. Summary21Summary (continued)Investment opportunities, the volatility expected in future earnings, financial flexibility, taxes, flotation costs, and contractual and legal restrictions affect dividend policies.Using a stable dividend policy, a company may attempt to align its dividend growth rate to the companys long-term earnings growth rate. The stable dividend policy can be represented by a gradual adjustment process in which the expected dividend is equal to last years dividend per share, plus any adjustment.With a constant dividend payout ratio policy, a company applies a target dividend payout ratio to current earnings.In a residual dividend policy, the amount of the annual dividend is affected by both the earnings and the capital investment spending.

Copyright 2013 CFA Institute226. Summary 22Summary (continued)Share repurchases usually offer more flexibility than cash dividends by not establishing the expectation that a particular level of cash distribution will be maintained.Share repurchases can signal that company officials think their shares are undervalued. On the other hand, share repurchases could send a negative signal that the company has few positive NPV opportunities.The issue of dividend safety deals with the likelihood of the dividend being continued.Early warning signs of whether a company can sustain its dividend include the level of dividend yield, whether the company borrows to pay the dividend, and the companys past dividend record.

Copyright 2013 CFA Institute236. Summary 23