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THIS IS OUR CORPORATE CHART-BASED ON CHART IN DR. SPLAWN'S REPORT
Corporate structure is simplicity itself.
No intermediate companies for construction, purchasing or servicing, or anything else.
No minority interests in operating companies. All operating companies controlled direct, except three smallest companies which represent about 342 percent of total system customers.
All securities in the hands of the public are securities issued by American Gas & Electric Co. itself or by an operating company controlled directly by the American Gas & Electric Co.
Every operating company is subject to State commission control.
American Gas & Electric Co. itself has staff of technicians, accountants, lawyers, statisticians, corporate officers, and related clerical force.
This staff performs, on a cooperative basis (that is, each company bearing only its share of the total cost), managerial, legal, purchasing, insurance, accounting and auditing, commercial, statistical, appraisal, and engineering services, besides the service of corporate officers.
There is no duplication of work done by the operating companies themselves. This staff is in effect part of the organization of the operating companies. Although the entire staff would be available to any one of the operating companies in case of necessity, the part thereof whose cost is borne by a given operating company as related to total employees of that company is shown by this chart to be insignificant. Personnel-Officers and employees on the property and in American Gas & Electric Co. staff, a typies!
company (Indiana & Michigan Electric Co.)
Observe strength of parent company and its ability to lend financial support to its subsidiaries.
Cash and current assets are $20,000,000 in excess of current liabilities.
Company owns mortgage bonds of subsidiaries more than equal to its own debenture debt; owns preferred stocks of subsidiaries almost equal to its own preferred stock.
Observe strength of entire goup
Cash and current assets equal to about three and one-half times current liabilities.
Reserves equal to more than 10 percent of investment.
American Gas & Electric Co.'s own balance sheet as of Dec. 31, 1934
The company owns
Bonds of its subsidiary companies ---
$56, 491, 760 29, 447, 509 54, 342, 353 2, 968, 941
debentures, now being written off, the balance
143, 250, 563
1, 946, 372 21, 526, 000
5, 861, 492
172, 584, 425
LIABILITIES The company owes
$44, 827, 377
40, 479, 330
$50, 000, 000
875, 575 2, 686, 306 33, 715, 837
85, 306, 707
172, 584, 425
American Gas & Electric Co. and subsidiaries, Dec. 31, 1934
The subsidiaries own plants, lines, buildings, real estate, machinery, equipment, representing-
$394, 932, 541 The group ownSecurities of other companies --
3, 079, 354 Amounts due from jointly owned companies.
2, 230, 073 Special deposits.
319, 711 Cash and other current assets
50, 505, 220 The group has
Prepaid expenses, cash tied up in banks and materials
1, 513, 623 Miscellaneous suspended items.
110, 562 Discount and expense on debt outstanding, which is being written off, the balance of which is now.
13, 314, 275 Total...
466, 005, 359
$194, 246, 400 14, 565, 306
45, 954, 606
475, 230 82, 414, 016
The group owes
The public for money borrowed..
for bad debts, etc..
$44, 827, 377
66, 609, 598 The parent company holds securities of its subsidiary companies
at a lower figure than the book figures for those securities, such difference amounting to..
111, 436, 975
16, 706, 017
466, 005, 359 Parent company advances money to meet construction needs of subsidiaries. At peak of such advances, subsidiaries had borrowed more than $40,000,000.
Gross capital expenditures of subsidiaries in last 10 years has been in excess of $200,000,000. In same 10-year period parent company has put more than $96,000,000 of its money into then owned subsidiaries through purchase of their bonds, preferred and common stock (bonds, $56,000,000; preferred, $20,000,000; common, $22,000,000).
Actually in last 7 years the public investment (as distinguished from American Gas & Electric stockholders) in the group has increased practically not at all; the entire net increase in investment has been American Gas & Electric stock holders money:
“Write-ups” aggregating $42,500,000 by our subsidiaires have been alleged. The balance sheets above will show that even if that amount be taken out of fixed capital the American Gas & Electric common-stock holders have an invest. ment of $85,000,000.
“Write-up” in our system is the result of operating companies stating on their books the values of property as of date of acquisition rather than stating 60called "historical cost" on books of former owners. "Write-ups" can be unfair and harmful to investors or customers only if they represent more than true value of the property; and then only if:
A. Securities be sold to the public supported by such "write-ups".
A. This graph shows positively that there are no securities in the hands of the public, either of the holding company or of the operating companies, representing any part of these write-ups”. Even if the entire "write-up” be deducted from the assets, there still remains $38,000,000 more assets than all securities in the hands of the public.
B. For the year 1934 combined earnings of all subsidiary operating companies were equal to 5.85 percent on fixed capital as shown on their books; and would be equal to only 6.52 percent on fixed capital if every dollar of alleged “write-up" were deducted. Rate reductions in several companies were made in 1934 and not fully reflected in above earnings; and further reductions have been made in 1935 by practically all our subsidiaries.
ENGINEERS Public Service Co., Inc.,
New York, April 26, 1935.
United States Senate, Washington, D. C. Sir: The relatively short time available for presentation before your com mittee of objections to the bill above mentioned necessitates the filing in writing with you of information regarding my company, the Engineers Public Service Co. (Delaware). . This company's voting stock of 1,910,000 shares is owned 91 percent by Stone & Webster, Inc., also a Delaware corporation. As this interest was referred to by proponents of the bill before your committee, it seems to me desirable that this letter, giving the facts about my company, be made a part of the record of the hearings.
I have left with the clerk of your committee a copy for each member of a brief respecting the Engineers Public Service Co., which I had prepared for use in presenting the matter to the corresponding committee of the House of Representatives, and to which reference is made for details too voluminous to include in this letter. In general, 90 percent of the properties controlled by my company are comprised in four well-integrated groups and a fifth, partly integrated, accounts for half the balance; the three remaining are isolated and cannot properly be tied in with other systems. (See map as frontispiece of brief.) . The properties of the Engineers system manufacture about 2,000,000,000 kilowatthours per year, or about 242 percent of the Nation's output.
With regard to title I of the bill, I am in complete accord with most of its provisions for Federal regulation of utility holding companies, but object most strenuously to the provision to abolish the holding companies; especially as it is based on the premise (set forth on p. 5, lines 19 and 20) that the holding company is “inherently injurious to investors, consumers, and the general public."
That abuses as set forth in the 12 points in the bill have been incidental to holding-company operation by some companies is freely admitted, but since mang companies have not practiced them, they cannot accurately be described as in