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In view of the Board's conclusion in the prior case, that the consideration was not unreasonable, there can be only one conclusion in this proceeding where the participation of Colonial's stockholders would be less. The consideration to be paid by Eastern for Colonial's assets is not unreasonable.

While it is concluded that the consideration provided by the agreement is not unreasonable, it does not follow that the values of the assets recognized for acquisition purposes should be included in Eastern's rate base.

In assessing the value of Colonial's assets certain items were included which would not be proper in a carrier's rate base. Intangibles, such as the market value in excess of book value of fixed assets, lease values, value of trained employees, going concern value, etc., which are items of value to the purchaser, would not be proper items for inclusion in the purchaser's rate base. For example, the depreciation on Colonial's fixed assets thus far has been paid by the users of Colonial's system. To substitute another carrier and permit depreciation on the basis of the purchase price in excess of existing book values would impose upon the user that element of cost attributable to depreciation of equipment for a second time. Any purchase price paid in excess of book value must be assumed to be paid in anticipation of increased earnings. As such it should be written off on the purchaser's books as a charge against surplus.