艾索倫電力 (EXC) 2009 Q3 法說會逐字稿

Good morning and welcome to the Constellation Energy Group third quarter 2009 earning's conference. At this time all participants are in a listen only mode. (Operator Instructions) Today's conference is being recorded. If any objections, you may disconnect at this time.

I will now turn the meeting over to the executive director of investor relations for Constellation, Carim Khouzami. Sir, you may begin.

Thank you and welcome to our third quarter call. We appreciate you being with us this morning. On slide two, before we begin our presentation, let me remind you that our comments today will include forward-looking statements which are subject to certain risks and uncertainties. For a complete discussion of these risks we encourage you to read our documents on file with the SEC. Our presentation is being webcast and the slides are available on our website, which you can access at www.constellation.com under investor relations. On slide three, you will notice we'll use non-GAAP financial measures in this presentation to help you understand our operating performance. We've attached -- we've attached an appendix to the charts on the website reconciling non-GAAP measures to GAAP measures. With that I would like to turn the time over to Mayo Shattuck, Chairman, President and CEO of Constellation Energy.

Thank you, Carim. Good morning, everyone, and thank you for joining us today. Let me start by saying the Company performed well in the third quarter, reporting adjusted earnings of $1.23 per share. Both the regulated and non-regulated businesses posted strong results. We also incurred lower than forecasted de-risking costs. Given the performance thus far in 2009 and our outlook for the balance of the year, we are increasing our guidance range for 2009 by $0.15 to $3.25 to $3.45 per share. The increase in guidance can be attributed to lower generation operating expenses, higher retail margins, and lower than forecasted wholesale customer attrition in our customer supply business. Let me now review some of the highlights for the quarter. Our nuclear generation fleet continued to operate safely and efficiently during the third quarter.

Last quarter we announced that we had scheduled or completed a scheduled refueling outage at our Nine Mile Point unit one in just under 20 days, the shortest duration ever for the unit, beating the previous best by ten days. In October we broke another plant record by completing a scheduled refueling outage at our Ginna plant in about the same time. Our non-nuclear generation fleet is operating with better than expected reliability and cost control. Thus far in 2009, reliability across our non-nuclear fleet is more than 90%. We have worked hard to control costs, both for our existing fleet as well as for our major capital projects. I am pleased to report that the construction of our combined cycle plant in Alabama and our scrubber project at our Brandon Shores facility continue to remain on schedule and within our expected budget. In our customer supply operations, we continue to benefit from strong margins on new business.

The current energy price environment and reduced competition have provided continued opportunities in our retail customer supply operations. During the quarter we further improved our net available liquidity and took steps to strengthen our balance sheet. In September we retired a $500 million bond and secured an incremental $500 million commodity linked credit facility. At the end of the third quarter our net available liquidity was $5.7 billion, well ahead of our forecasted liquidity at the beginning of the year. These efforts, combined with the de-risking activities we've completed throughout 2009, have been recognized by the rating agencies. During the quarter, both Fitch and Moody's affirmed Constellation's investment grade ratings with stable outlooks. Earlier this week BGE was awarded a $200 million Federal stimulus grant to fund a portion of our Smart Grid program.

We are particularly proud that of the many applicants, we were one of six utilities to receive funding at this maximum level. Finally, we are much committed to closing our nuclear joint venture with EDF. It is and continues to be the right thing for our shareholders, our employees and the communities we serve. This morning, we were notified by the Maryland Public Service Commission that they intend to issue their order today at noon. We will be evaluating that order today and over the weekend. Assuming a fair and reasonable order, all other approvals required are in hand and our closing processes completely prepared. Turning to slide five. As I mentioned, on Tuesday of this week we were pleased by the Obama administration's decision to award BGE a $200 million grant for the deployment of Smart Grid technology throughout our service territory.

We believe the funding in this program at the $200 million maximum level endorses the comprehensiveness and value proposition of our Smart Grid initiative. Our Smart Grid and Smart Energy pricing pilots in 2008 and 2009 demonstrated that customers are willing to reduce their consumption during peak periods by as much as one-third when equiped with real time pricing signals and incentives to shift or reduce load. We have used Smart Grid as providing a number of transformational benefits to consumers, our utility and society as a whole. Enhanced grid reliability, innovations and service quality, and significant environmental benefits through better integration of intermittent renewable energy all represent a step change in the capabilities of our transmission and distribution grid. Prospectively, Smart Grid facilitates the development of electric and plug-in hybrid electric vehicles, managing both the grid impacts and offering consumers the ability to charge their batteries at discounted off peak rates.

Advanced meters will form the backbone of Smart Grid's systems, communicating wirelessly with Smart thermostats, Smart household appliances, web portals and in-home display devices that empower consumers to manage their energy usage and costs. Our Smart Grid implementation now waits regulatory approval with hearings scheduled for early November and the Public Service Commissions committed to rendering a decision by year-end. We believe we have a compelling business case for BGE customers, one which is further enhanced by the capital expenditure offset of such a significant DOE grant. Let us now turn to slide six for a review of the quarter's market conditions. During 2009, we have witnessed significant demand destruction and declining power prices throughout the country. While markets are starting to show signs of stabilization, idle industrial capacity and reduced commercial activity contributed to a weak pricing environment.

Given that the short-term price of natural gas is highly correlated to industrial production, natural gas prices are significantly below the average delivered prices seen during the last four years. As natural gas is the marginal fuel in many markets, power prices have declined, impacting many generators across the country. Additionally, milder weather has negatively impacted demand in all regions except Texas, which experienced one the hottest summers in the last 30 years. Focusing on Maryland, the competitive model is working and as a result residential customers will benefit from lower prices going forward. By passing on the benefits of falling commodity prices to customers during these challenging times, competitive markets and suppliers, such as Constellation, are providing savings when they're needed most. This is in stark contrast to many regulated jurisdictions where utilities are requesting double digit rate increases.

Turning to slide seven. Constellation's unique model of generation and customer supply is well positioned to withstand the impact of economic downturns and correspondingly -- corresponding demand destruction and declining power prices. Our model is reducing the volatility of the cash flows and earnings from our generation assets in 2009 and 2010. Within this model, our customer supply operation is a collateral efficient way to capture value and energy products supported by our plants that are not actively traded, such as ancillaries and reserves. The typical 18 to 24-month duration of our supply contracts and their rolling and recurring nature, also reduces the volatility of economic returns from our merchant segment. Even more importantly, our customer supply margins benefit from the trough in the commodities cycle. During these periods, low commodity prices encourage our customers to lock in pricing, while providing us with higher realized margins on new business we are serving.

This has been an important element of our business in 2009 and it will be a strong contributor to our 2010 performance. Expanded margins during periods of declining prices reduce the negative impact of lower power prices for our generation fleet, adding to the relative stability of our merchant earnings profile throughout what can be a volatile commodity cycle. While we have this balance in markets, such as PGM and the New York ISO, we'll look to achieve this generation and load alignment in other regions where we do not currently have a significant generation footprint, such as New England, MISO and Texas. We hope to add to our generation footprint by acquiring generation assets and by entering into new long-term contracts with generators after the EDF transaction closes. Our strong cash position and overall market conditions allow us confidence that we can meaningfully add to our generation fleet over the next two to three years. With that I'll turn the presentation over to Jack to review the financial results.

Thank you, Mayo, an good morning, everyone. Turning to slide nine I'll review our financials for the third quarter 2009. As Mayo mentioned, third quarter adjusted earnings were $1.23 per share. Adjusting for $0.54 of special items realized during the quarter, our third quarter GAAP results were $0.69 per share. Special items for the quarter are primarily related to a reduction in the tax benefits recorded during the first half of the year as we update 2009 tax expense estimates. We describe these special items in the additional modelling section on slide 16. BGE recorded adjusted earnings of $0.14 per share during the third quarter, as compared to $0.16 for the same quarter in 2008, with the decline driven by share dilution. Our merchant segment recorded adjusted earnings of $1.10 per share, up $0.51 as compared to the third quarter 2008.

It's important to recognize that year-over-year quarterly results in this segment are difficult to compare. In the third quarter of 2008, we realized significant losses while exiting long power positions to reduce risk and bolster liquidity. This compares to our modest de-risking efforts in a less volatile market environment in this year's third quarter. On a year-over-year basis these very different activities and objectives drove approximately $0.95 of variance. Other notable contributors of the negative year-over-year impacts in our merchant business included share dilution and interest expense. These factors contributed a year-over-year variance of $0.24. As for our core merchant businesses, year-over-year our customer supply operation was down $0.17, as lower volumes were offset in part by higher margins on new business. Costs associated with a planned outage at our Ginna plant during the third quarter of 2009 led to our generation operations being down $0.03 year-over-year.

Turning to slide ten to review net available liquidity. This year's liquidity has shifted from an area of concern for our Company to one of true strength. I believe our team has built industry leading capabilities in this vital area. During the third quarter, we further strengthened our liquidity position and supplemented current facilities that will terminate upon the completion of the EDF transaction. As evidence of our success, our September 30th net available liquidity stood at $5.7 billion, more than twice that seen at year-end 2008. For comparison, at the beginning of the year, we projected we would have $4.3 billion of liquidity at September 30th. Effective August 24th, we entered into a new five year $500 million commodity linked facility that increases our available letters of credit capacity as natural gas prices decrease.

This facility provides contingent liquidity to offset the collateral posting requirements of our customer supply business and re-sets each week so that the available letter of credit capacity is always baselined against current market prices, consistent with new retail load sales it supports. During the quarter we also executed a new five year $250 million bilateral base load credit facility. As we continue to see improvements in our liquidity, we've also benefited from significant reductions in our downgrade collateral posting requirements, which were down to approximately $1.2 billion as of the end of the third quarter. This $266 million lower -- this is $266 million lower than the previous quarter driven by changes in credit exposure and position roll off. For more detail on our balance sheet, let's turn to slide 11. We are resolute in our focus on maintaining our investment grade rating and expect to end the year with significant available liquidity, including cash on hand and a strong de-levered balance sheet.

In the first nine months of the year we retired of significant amount of long and short-term debt. During the fourth quarter, we will use proceeds from the EDF transaction to retire an additional $1.9 billion of outstanding debt, including $1 billion of EDF preferred equity and other long-term merchant debt. For simplification the bond repayments are presented on this slide as occurring by year-end. Depending on transaction timing, some may be delayed to early 2010 to allow time for the bond tender process. Between scheduled maturities and voluntary retirements, we forecast that once we complete our tender for the bonds we will have approximately $2.1 billion of merchant debt and $2.5 billion of debt outstanding at BGE. We're projecting an FFO to debt ratio of approximately 34% for 2009, driven by strong performances from our core businesses and lower total debt balances.

We would anticipate this ratio to decline from current levels in 2010 and '11, but expect the ratios to remain in the investment grade range. In summary, we believe we have the right balance sheet to support our merchant strategy going forward. Turning to slide 12 to discuss earnings guidance. For the first nine months of 2009, our core businesses have performed well and delivered strong results. Although we expect continued headwinds from a weak economy and reduced power demand, we are seeing signs of stabilization and remain confident that our businesses will continue their strong performance. Our highly hedged portfolio and diversified businesses helped to insulate earnings and cash flows from declining power prices in the near-term. Additionally, within our customer supply operation, lower levels of customer attrition and higher margins on new business have been realized versus our original forecast.

We're benefiting in 2009 from an additional month of earnings from half of our nuclear portfolio, with current forecasts now assuming an early November close to the EDF transaction, as well as earnings associated with our de-risking and liquidity improving activities. Consequently, we expect full year 2009 earnings to be higher than originally forecast and are comfortable, again, increasing our earnings guidance for 2009 by $0.15 to a range of $3.25 to $3.45 per share. Looking forward to 2010, we remain comfortable with our range of $3.05 to $3.45 per share. This range assumes that we do not use any of the excess cash on our balance sheet to make incremental investments in 2010. We will provide an updated and more detailed 2010 and 2011 forecast during your year-end call in February. With that I'd like to turn the call back to Mayo for some concluding remarks.

So before turning the call over to questions, let me just give you a few thoughts. In February we announced that 2009 would be a transitional year for Constellation. We laid out specific objectives that we believe would derisk and strengthen our Company. Approximately nine months later, we've completed these initiatives in less time and with less cost than original forecast, navigated a challenging political environment while keeping our eye effectively on our operations. Our employees, lead by this management team, have done an excellent job carrying out this work and have positioned Constellation for renewed growth. Our nuclear joint venture is right for all stakeholders, including our shareholders, our employees and the citizens of Maryland.

While we have taken the necessary steps to insure that our Company is resilient to an adverse or unreasonable decision, we are committed to working constructively with a broad range of public officials and private stakeholders who showed support for our transaction. We are all united in the quest to make Maryland a more desirable and reliable place to do business and sustain and create jobs. And with that I'd like to open the call to questions. Operator.

(Operator Instructions)

Operator.

Your first question comes from Angie Storozynski, Macquarie Capital.

Thank you.

Good morning, Angie.

Good morning. I -- I was just wondering -- maybe the first question about your hedges. The slide 21 seems like the hedges for your New York nuclear plants are bound for 11 and 12 percentage-wise. Does it have anything to do with the -- the nuclear joint venture or is it just apportionistic removal of lower -- lower priced hedges and some way your view of the market in New York?

Angie, this is Jack. I think with -- with respect to the lower hedge profile, we've been preparing for the close of the transaction and -- and positioning the portfolio to -- to transition, in effect, our assets or half of our portfolio to -- to the EDF share -- EDF shareholders.

Okay. And then the -- the purchases of -- of power plants to align your load and generation and ERCOT then MISO, as you mentioned. Is it contingent on the -- on the closing of the EDF transaction. I mean, I don't want to speculate but what if the -- the PSC comes back and basically decides that the -- the condition -- or you guys decide that conditions for the transactions are unacceptable. Does this mean that you wouldn't go forward with any purchases of those plants going forward.

No, the comment really was a comment on -- on our intermediate and long-term strategy to match our -- our load with more physical generation. So that -- that strategy would continue regardless.

Angie just to add to that, I think it's really more the financing component of that. With the close of the EDF transaction we'd expect to have roughly $1 billion to re-invest to align -- to support this strategy. In the event of the transaction not moving forward, we would use equity to finance such acquisitions with a balance of -- of debt appropriate to the desired investment grade rating.

Well -- but we should assume that then the purchases would be done only if -- if such purchases would not be dilutive to your earnings. Is that correct.

That would be the intent.

Assuming that equity would be used.

I think we're -- that would be the intent. I think we would focus on our turning -- on earning attractive returns first and foremost.

Okay. Thank you.

Next question Gregg Orrill, Barclays.

Good morning, Gregg.

Good morning. I was wondering if you could just touch on a couple of the onetimers from the quarter. What was it that you divested around the -- the $0.31 of expenses that you backed out?

Sure Greg,on slide 16 we -- we detailed the special items and there will be a more fulsome discussion in the quarter. But the divested businesses, this is primarily related to novations of contracts supporting previously announced transactions. As you might recall, we at the time in our divestiture of our -- of our gas trading operations to Macquarie and our international trading operations to Goldman Sachs had entered into, effectively, nearer hedges which locked the value. The accounting impact of novating the underlining contracts in that business, as that's occurred throughout the year, results in accounting either earnings or losses as we novate those and we have stripped those out of -- of operating earnings for the year.

And at this point, does it seem like we're --we're done with the novations?

We still have -- we still have a number of novations left to do. I would say the volume of them is greatly reduced, but we would expect those novations to continue through the -- throughout the balance of the year.

Of 2009? Okay.

The -- the other item is on obviously we've been trueing up the -- the effective tax rate on our -- on our impairment charges as well as we've -- as the business has performed throughout the year.

Thanks, Jack.

Sure.

Steve Fleishman, Merrill Lynch.

Morning, Steve.

Hi, good morning. I just wanted -- I was looking at slide 20 on the generation earnings outlook and open EBITDA. It looks like versus the end the second quarter your unhedged EBITDA and hedged EBITDA for '11 and '12 have come down pretty substantially. Is that all just lower power prices or has anything else changed in -- in that analysis? Just the curves being lower.

Steve, this is jack, that's correct. Primarily, if you looked at -- if you looked at the energy revenue that's expected on the unhedged margin that's come down roughly $275 million from what we showed you in the second quarter in 2009. It's roughly $200 million in 2010 and really stays around $200 million lower throughout the balance of '11 and '12.

Okay. And then secondly on the -- on the retail business, could you give us a little more color on the margins of new contracts that you're signing versus the margins of -- that you have in existing contracts.

Sure, (multiple speakers).

And just kind of maybe the flow through as -- of the margins of the whole business as existing contracts roll off and new ones come on, how they interact.

Great.. Let me have Kathy Hyle make a stab at that.

Yes. Good morning. So in the retail power business, we've -- we've originated business in the quarter with margins of about $7.25. That's a little bit higher than what you saw, maybe, last quarter, less than -- than Q1, but certainly significantly higher than you would have seen last year, for example. And I think in one of the appendix charts you can see some history of margins and volumes on the origination side. On average our retail power customers have a term of 18 to 24 months, so you will certainly -- we certainly have some of the -- the lower margin businesses that were originated a year ago or so that -- that's still in our mix. But you will see that percentage start to wind down over -- over the upcoming quarters. In the retail gas business, our margins are holding at around $0.22. We've kind of seen a range of $0.22 to $0.25 over the past little while. We feel very good about that.

And then how about -- how about --good, that's helpful. How about volumes, because you mentioned this quarter volumes were down. Should volumes start stabilizing or going up?

We think so. Now let me just back up and remind you that as we entered this year we took a very hard look at our entire business and really looking at the types of customers and -- and the locations and -- and where we were selling. And so we have consciously contracted some of our business as we went into this year because we want to make sure that we -- the core business that we have is -- is at attractive returns. And in addition, we certainly have seen, as -- as Mayo pointed out in his section, some demand destruction in the year. So we -- we've had a combination of the quarter of demand destruction as well as cooler weather in all markets except for Texas.

As you look at where we are from a demand destruction standpoint, we actively monitor and adjust our load forecast based on activity that we are seeing from our customers, as well as -- as our economic view and our weather view. And beginning late last year we made several downward adjustments to our -- to our forecasts and adjusted our hedges and it's with these mitigating actions that resulted in -- in some demand destruction impact for the quarter, but not as severe as it would have been had we not taken those actions. I think in general, as we look out for -- for 2010 over '09, we're not seeing significant volume increases, but with respect to the demand destruction we are -- we need to wait and see how the economy plays out, but we're optimistic that we could be starting to see some bottom.

Thank you.

Okay.

Paul Patterson, Glenrock Associates.

Good morning, Paul.

Good morning. How are you?

Good, thanks.

Just a quick few follow-ups. First of all, I think Angie was asking about the -- you guys indicated that you guys were unwinding some hedges in future years and did that have an impact in the quarter?

Paul, this is Jack. No. In terms of -- of the way it's accounted for under hedge accounting, we would -- we in effect de-designate hedges and so that -- that -- that does not -- that does not impact the quarter.

Okay. And then when I look at slide 15 for the merchant business, it seems that global commodity seems to be the big driver there, but I didn't see much of a discussion of that in the -- in the actual press release. Am I reading this correctly. That seem to be the big margin driver, am I right?

What I say here, Paul, is with respect to global commodities, the -- certainly on a year-over-year basis a significant driver in part because we had $210 million of trading losses in Q3 of 2008. So obviously, nothing of that else to report this year, thankfully. And the reality of the trading losses was that it was a conscious decision to de--risk and -- and was a prudent step given what happened to prices perspectively from there forward. With respect to global commodities, in this quarter, I'd say a significant driver of the profitability was the what we refer to as portfolio management, in terms of -- of managing the margins within our customer supply business. As -- as you know on a -- on a perspective basis we are moving to a new reporting framework in 2010 and the -- the manner in which we'll report the margins on customer supply will be on an as priced and then as realized basis. And this is really driving some of the -- the -- the higher realized margins on existing business to protect and insulate the -- the margins against both demand destruction as well as attrition.

Okay. Then -- then on slide 17, the cash flow slide, it looks to me that there's a non-cash adjustment to net income of about $106 million. Is that a non-cash benefit to net income. Is that correct? Under merchant, the segment cash flows it looks to be the $106 million other non-cash adjustments to net income.

Yes. That's - that's -- that's related to -- that's related to the existing con -- amortization of existing PPA or totaling transactions, sorry, that -- that we previously entered into.

Okay. And the $222 million, which is the derivative contract for FAS 149, that -- that also comes out in the bottom of that, so that's -- that's basically a wash correct

That's -- that's effectively the mirror trade.

Okay.

And Paul just on the 106, as you recall, we -- we previously had been paid up front to take a number of under water contracts. This is where it -- this is where we -- we deduct the non-cash aspect of that from our -- from our earnings.

Yes I'm familiar with it. Thank you very much for -- for clarifying it. Thank you.

Paul Fremont, Jefferies.

Good morning Paul.

Good morning. I guess there's been some additional discussion out of Europe and EDF and it might be a good time just to clarify, is there any provision under your existing contract with EDF under what types of circumstances contractually would -- would they be able to walk away if they chose that they didn't want to go forward with the transaction?

Well, let me start by saying is that we're -- we're working hard with EDF under the assumption we are closing this transaction. For those not familiar with the situation, EDF is in transition in that the current chief executive officer has reached his retirement, or the end of his term, and a new CEO is about to be appointed and will take office, I believe, somewhere around November 21st. So he's not in place yet.

With respect to the agreement itself, I'd -- I'd remind you that last December the EDF bid was, in fact, a -- a topping bid, a nonconforming topping bid to Mid American. As a consequence the protections provided to us from a breakage standpoint are actually quite substantial relative to a normal transaction, such that there are in fact liquidated damages. We have $1 billion of EDFs on our balance sheet now and we obviously have a $2 billion put arrangement on fossil assets. So I think the -- the combination of those things would provide substantial protection against any supposition that -- about a change of heart, but we don't have any -- any reason to believe that there is a change of heart and all teams are working very hard towards getting this transaction closed.

So we should assume that normal types of provisions like material adverse change probably do not exist in this contract?

Yes, they do exist in this contract.

But are they -- are they narrowed in terms of definition as to what would constitute a material adverse change.

Yes. Only relating to the nuclear business.

Got it. Thank you very much.

Ashar Khan, Incremental Capital.

Good morning. I guess Paul has asked the questions which I had. But I just wanted to go over, I guess, the Financial Times article indicates that there's a board meeting set to approve the transaction, I guess, later today or on Monday. Could you just tell us a little bit about what they have to do to conform to get this approval? I guess what it is trying to say is that the transaction is not approved until the board approves it and which, I guess, will only get approved once we get the order out of the Maryland commission, am I correct in the timing?

No. I think that -- we -- we have an agreement that's approved by the board and so there's no further approvals required from -- from France and similarly on our end. So I think perhaps that article's alluding to the fact that this week there is an EDF board meeting of, I believe, all shareholders that is a transitional meeting leading to the -- either the appointment of the new chief executive officer, who will take office at the end of November.

Okay. So I guess it's -- so there's nothing relating to the transaction at the board meeting, right? So I guess this not proper reporting, I guess?

That's -- that's correct. I mean, we're operating under a -- an acquisition agreement and -- and those terms have been approved by both boards.

Okay. And then if the Maryland commission does and the order comes out, how early can this transaction close?

We -- we believe that the transaction can close within the next two weeks.

Okay. Thank you very much.

Thank you.

(Operator Instructions) Michael Goldenberg, Luminus Management.

Yes, hi, my questions have been asked and answered. Thank you.

Great, thank you Michael.

If there are no further questions, obviously as I eluded to earlier, there's the order from the Public Service Commission is expected today and I believe that that would be available by, probably by looking for a press release and/or on their website. So obviously we'll be looking anxiously for that and we'll look forward to getting back to you on -- on the closing of the EDF transaction. Thank you all very much.

Thank you for participating in today's conference call. You may disconnect at this time.