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Gas Natural’s (EGAS) CEO Gregory Osborne on Q4 2014 Results – Earnings Call Transcript

Gas Natural Inc. (NYSEMKT: EGAS ) Q4 2014 Results Earnings Conference Call March 13, 2015, 10:00 AM ET Executives Karen Howard – Kei Advisors LLC Gregory Osborne – President and CEO Jim Sprague – VP and CFO Kevin Degenstein – COO and CCO Analysts Jay Dobson – Wunderlich Securities George Walsh – Gilford Securities Operator Greetings and welcome to the Gas Natural Fourth Quarter and Full Year 2014 Financial Results Conference Call. At this time all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder this conference is being recorded. It is now my pleasure to introduce your host, Ms. Karen Howard, Investor Relations for Gas Natural. Thank you, you may begin. Karen Howard Thank you, Christine, and good morning everyone. Welcome to our fourth quarter 2014 earnings teleconference call. We appreciate your interest in Gas Natural. On the call with me today I have Gregory Osborne, President and Chief Executive Officer; Jim Sprague, Vice President and Chief Financial Officer and Kevin Degenstein, Chief Operating Officer and Chief Compliance Officer. Gregory and Jim will review the fourth quarter and 2014 result and also give an update on the company’s outlook and strategic progress. You should have a copy of the financial results that were released yesterday evening and if not you can access it at the company’s website at www.egas.net. Before Gregory and Jim get started, I want to bring to your attention to our Safe Harbor statement, which is shown on page three of our release. As you are aware, we may make forward-looking statements during the formal discussion, as well as during the Q&A. These statements apply to future events that are subject to risks and uncertainties, as well as other factors that could cause actual results to differ from what is stated in today’s call. These risks and uncertainties and other factors are provided in the earnings release as well as with other documents filed by the company with the Securities and Exchange Commission. These documents can be found on the company’s website or at www.sec.gov. And with that let me turn it over to you, Gregory. Gregory Osborne Thanks, Karen and good morning everyone. I appreciate your time today and your interest in Gas Natural. I can certainly say we remain encouraged by our by our progress and excited about our future. The excitement of the changes will affect in the organization, the direction we’re heading, and the opportunities in front of us are permitting throughout the company. Our whole team is onboard with our strategic plan and direction. First let me review our operational results for the quarter and year end. Then I’ll hand it over to Jim to review the detailed results. Note that we’re reporting continuing operations which excludes our Wyoming operations that are in the process of being sold to Blackhills. The sale is progressing and we expect to close on that transaction by late in the second quarter. Just a little refresher, the agreement to sell the operation for approximately $17 million, we believe there is opportunity as well to monetize other assets that are less critical to our strategy. I should also point out that there are some noise in our financials with unusual or non-recurring cost this quarter that we have identified for your convenience. We think our two operating performance is better understood by isolating those costs. For the fourth quarter of 2014 on an adjusted basis, income from continuing operations was $3 million or $0.28 per share. For the year on an adjusted basis, income from continuing operations was $5.7 million or $0.55 per share. We believe we’re making solid progress as we advance Gas Natural to the issue this management team inherited last year we also continue to demonstrate growth. In 2014, we once grew our customer base by nearly 5% to approximately 68,000 customers driven by emerging markets of Maine, North Carolina and are still growing Ohio market. In fact, since 2009 we’ve had 65,000 customers. We have grown the customer count by comp on annual growth rate of almost 4.5%. The growth has been driven by the investments we’ve made in expanding our distribution systems. We believe our target of 4% to 5% customer growth per year remains achievable. Companywide we increased our full service distribution throughput by over 12% during 2014. As noted in the release, our key milestone this year was activation of Phase 1 of our Loring Pipeline in Lincoln Maine and the initiation of service to Lincoln Paper and Tissue our industrial customer. The first phase represents 60 miles of the 189 mile pipeline and we’re currently working on Phase 2 which comprises the next 30 miles. We made progress as well on the governance front. We added a new independent Director in 2014 and another just last month. I’m confident that Mike Winter and Michael Bender will be viable contributors to the Board offering strategic insight, industry experience, and direction to help guide us forward. Those additions as well as the voluntary resignation of three other Directors, our Board now consists of seven Directors, six of whom are independent a measurable improvement in independents. We’ve also carefully examined all our business deals to make sure we have the right people on the right position to make changes where necessary. Through the year we reduced our overall employee count by approximately 12%. At December 31, we had 229 employees, which we believe is about the right level for the business as we currently stand. As expected, we will see the results and the investigate audit required by Public Utility Commission of Ohio or PUCO in January of 2015 known as the ramming report. The audit which was conducted throughout 2014 revealed many opportunities for improvement of historical practices and record keeping. During the course of the audit we were closely with the commission and at staff to make significant changes to our past practices and procedures and we continue to do so. Some of the key actions we have taken before during and since completion on the audit includes the following; we engage Freed Maxick CPAs to assist with designing and implementing a complete system of total controls and procedures. As a result, we established a solid and documented system to better ensure effective and consistent processing of transactions and controls and to improve decision making. We eliminated related party transactions other than those where we had contractual obligations. We have established transfer and relationship throughout the regulatory bodies and all of our jurisdictions. This includes increased communications with PUCO staff to ensure compliance with gas cost recover filings. We segregated our corporate offices from our utility offices as required by the PUCO to maintain proper segregation of duties. We are in the early stages of establishing in internal audit department that will report directly to the audit community of our board. Also in December, our Board approved a change or dividend payment schedule to a more typical quarterly payment beginning in the first quarter of 2015. Many investors have suggested this and it also reduced the costs. For 2015, we will continue to advance our strategic initiatives, as changes we’ve made last year should be demonstrated. We have a new culture here on focused on driving transparency, individual responsibility, safety and reliability and faster decision making. And we continue to remain focused on building a value driven transparent and growing natural gas utility. With that, I will turn it over to Jim to summarize our financial results. Jim? Jim Sprague Thank you, Gregory, and good morning everyone. Thank you for joining us today. Our 2014 results are an early demonstration of our focus on cost discipline, the effects of strategic investment to drive shareholder growth, and overall strengthening of our natural gas utility operations. There were a number of unusual items that impacted our results for the quarter and the year so we will speak to both GAAP and adjusted non-GAAP results. Let me start by talking through the quarter. Revenue grew modestly to approximately $40 million up about 2%. Revenue from our natural gas operation segment improved $2.3 million or 7% due to growth in our customer base, increased natural gas prices and higher sales volumes. As you may know, increases in our cost of natural gas are a direct pass-through to our customers without offering opportunity for margin expansion. Consolidated gross margin was $12 million in the quarter down from $13.5 million in 2013 fourth quarter. Warmer than average temperatures in our markets during the 2014 quarter compared with the year ago was a primary reason for the decline. Our operating expenses for the fourth quarter grew by $500,000 or about 6% over the prior year quarter to $8.9 million. Higher expenses were mostly the result of a couple of factors that totaled about $2.9 million. These were as follows; first, professional and legal fees related to increase regulatory and legal proceedings of which $2.5 million is non-recurring in nature. And also, a business combination adjustment of $400,000 which we also consider non-recurring. Operating income for the fourth quarter was $3.1 million down $2 million from the prior period. Let me now turn to adjusted EBITDA and bottom line GAAP and adjusted results. We feel that when used in conjunction with GAAP measures, adjusted income from continuing operations and adjusted EBITDA or earnings before interest taxes, depreciation, amortization and accretion, and non-recurring charges, allow investors to view our operating performance in a manner similar to the methods we use and provide additional insight into the company’s operating result. Reconciliations of GAAP to adjusted non-GAAP numbers can be found in the tables in our press release. For the quarter, adjusted EBITDA increased 20% to $7.1 million. Adjusted income from continuing operations, a non-GAAP measure was $3 million improved 20% over the prior year period. Adjusted income on a per share diluted basis, adjusted income from operations was up $0.04 to $0.28 a share, a 16% improvement. On a per share basis, the non-recurring professional and legal fees amounted to approximately $0.15 per share and business combination adjustments were $0.02. On a GAAP basis income from continuing operations was $1.2 million or $0.11 per share. Let’s look briefly as well at the full year. 2014 revenue grew by $23.2 million or 21% to $132.6 million, mostly as a result of customer growth, further magnified by colder weather and higher prices for natural gas. These increases were offset by a reduction from the loss of our LNG customer to pipeline competition. On a full year basis, gross margin grew $1.5 million to $44.9 million. The full year margin benefited from a larger customer base and colder than normal temperatures in all markets, although it was somewhat offset by the loss of our LNG customer as I mentioned previously and higher cost of natural gas used to supply of fixed price contracts. Over the year, operating expenses grew by $6.1 million to $37.8 million. Of that increase, $1.1 million was for higher depreciation, amortization and accretion. There was also $5.2 million of non-recurring costs. These included the following. First, there were non-recurring legal and professional and other expenses of $3.7 million. Second, 2014 was impacted by a specific $1.1 million non-recurring bad debt charge that was incurred in the second quarter. Third, we wrote off 300,000 relating to a software conversion project that was terminated. And finally, we also recorded a net unrealized holding loss, a $100,000 related to the earn-out provision in the JDOG marketing purchase compared to a net unrealized holding gain of nearly $1.6 million in 2013. With these unusual costs, 2014 operating income was down about $4.7 million to $7.1 million. For the year, adjusted EBITDA was up about $400,000 or 2% to $19.1 million. Adjusted income from continuing operations in 2014 was $5.7 million or $0.55 per share compared with $6.5 million or $0.70 per share in 2013. On a per share basis, the non-recurring professional and legal fees amounted to approximately $0.21, the bad debt charge amounted to $0.06 and business combination adjustments were $0.02. GAAP income from continuing operations for the year was $2.7 million or $0.26 per share. Turning to the balance sheet and looking at our capital requirements, at year end we had $1.6 million of cash and cash equivalent. We have several initiatives going on with regard to our capital structure. We are investigating bridge financing until we realize the cash from our Wyoming divestiture. Even though our existing debt is not due until 2017, we are also looking at recapitalization of our debt at the parent company level. Revolution of outstanding regulatory issues in Ohio and Montano are critical to execution of the recapitalization. Finally, this is one of our strongest cash flow quarters especially strong this year with the cold weather we have been realizing in the majority of our markets. Our notes payable at December 31 2104 amounted to $40.3 million or 42% of equity compared with the ratio of 45% at the end of 2013. Capital expenditures in 2014 were $21.6 million, down slightly from $23.5 million in 2013. For 2015, we expect full year CapEx to be approximately $8 million to $9 million. We have done a great deal analysis on the projects we have in our pipeline and have weeded out a great number whose return is not reach our expectation. In addition, we will be filing in Maine where needed in order to systematically expand our systems in our various territories. We will have a greater amount of discipline in our project selection and management, focusing our resources where we can execute effectively to drive earnings. As a result of this review, our 2015 CapEx is lower than recent years. We continue to be focused on the growth of our natural gas operation segments in markets that we consider to be underserved. Safety remains our number one priority, so maintenance CapEx requires for reinforcing the infrastructure in all of our utility service areas as critical to our planning. And with that summary, let me turn the call back to Gregory. Gregory Osborne Thank you, Jim. We’re continuing to execute our strategy of transforming Gas Natural into a more transparent organization based on trust and credibility with employees, regulators and shareholders as well as continuing strategic involvement in our key markets. Now let’s open it up for line of questions. Question-and-Answer Session Operator [Operator Instructions] Our first question comes from the line of Jay Dobson with Wunderlich Securities. Please proceed with your question. Jay Dobson Greg, its Jay Dobson. How are you? Gregory Osborne Hey how are you? Jay Dobson Very well thanks. Hey I am very sorry, I joined late in the middle, I’ve been multitasking here a little bit, but I was hoping if you can give us some insight into sort of where we are. I know you got an order out of the Ohio Commission and sort of where you stand in sort of correcting the number of items identified in the management audit. I know you talked a little bit about this, but I was wondering if you could elaborate as to specifically where we are? Gregory Osborne Absolutely. I am going to shoot that over to Jim and Jim go ahead. Jim Sprague Good morning, Jay. How are you? Jay Dobson Great, thanks Jim. Jim Sprague As far as the progress where we’re at with the Raymond report, the report as you know has been filed and we’re in the process now of working with the PUCO the staff and the Ohio Consumers Counsel to come up with a stipulation that would follow the recommendations that are embedded in the report and recognizing that we’ve already implemented or in the process of implementing another — a number of the initiatives that are in there. We’re looking to just cement that down and we’re hoping that we have resolution of that in short order. But at this point, we’re pleased with the progress we’ve been making and conversations we’ve had with them and expect resolution and short order. Jay Dobson And then as far as process goes on that, as you have these discussions, how does the process or proceeding play out from here? Will you have to commit to doing certain things and then the proceeding will be closed or will it remain open for a period of time as they watch your actions? Jim Sprague Well the process hasn’t been completed yet Jay, but the reaction is going as is going to be one that we enter into a stipulation to work hand in hand with the Commission to make sure that we’re implementing the recommendations and then there will be a monitoring of those on a going forward basis. Ultimately the resolution will be based on a final agreement between all the parties, but we’re confident that the focus of the attention will be more on management and the utilities progress going forward as opposed to going backwards? Jay Dobson Got you and then lastly on that same element, I know just given some of the cost and the like you had taken reserves, do you feel as though you’re adequately reserved for cost that will come out of this given that as you said the proceeding is still ongoing? Jim Sprague We are. Jay Dobson Great. Thank you so very much. Really appreciated. Looking forward to speaking soon. Jim Sprague You’re welcome Jay. Take care. Operator Our next question comes from the line of [John Bear] [ph] Ascend Wealth Management. Please proceed with your question. Unidentified Analyst Good morning, Greg. How are you doing today? Gregory Osborne Good. How are you? Unidentified Analyst Good. Got just a general question and looking to very good capital expenditures look like you’re going to be down pretty significantly this year from somewhere in the $20 million down to $8 million to $9 million and hopefully that with the regulatory issues getting behind you, assuming that those costs will come down and then with selling your properties, should be a fairly dramatic change in capital demands. Am I interpreting that correctly? Gregory Osborne Yes, correct. Unidentified Analyst And so with that being said then what — with that improved cash flow and capital requirements, what’s the next step? What will you do with that, hopefully that will make life a lot easier on you to expand the business? What are you looking at doing from that point? Jim Sprague John, this is Jim Sprague. How are you this morning. Unidentified Analyst Good, very good. Thank you. Jim Sprague Yes, as I mentioned in my comments John, we’re looking to recapitalize our debt structure at the G&I level currently at a subsidiary holding company. To achieve that is going to require us to as we alluded to earlier, bring a resolution to the Ohio regulatory issues that we currently have in front of us and also to work with the Montana regulators, which I’ll defer to Kevin Degenstein to give you more detail on that. But getting those two matters concluded or at least resolved to the point that we can then proceed forward with the recapitalization. Then at that point everything is about timing at this point John. So when the Wyoming sale closes, we’re looking at a convergence of events then that would allow us to relook at our capital budgets and provide some additional direction to our General Managers as far as budgetary requirements. As we were discussing our budgets for 2015, we took a conservative approach to make sure that we prioritized our projects such that we kept our initiatives of growth moving forward without being overly aggressive until we knew the resolution of some of these events. So there is — it is a bit of a fluid situation, but we thought taking a conservative approach allows us to be nimble and flexible enough to be able to execute where we can and then be able to make revisions once we do get some resolution on these certain regulatory issues as well as our financing recap. Unidentified Analyst Okay. And which areas would you expect to focus on expansion once you got that all behind you recently into North Carolina? Is that a primary focus as opposed to Maine so much or is Maine so pretty much on — and Ohio of course your focus areas. Gregory Osborne Kevin, do you want to speak to the CapEx moving forward in some of the emerging markets? Kevin Degenstein Yes absolutely. Hi, how are you doing John? Unidentified Analyst Great. Kevin Degenstein Good. Yeah, ready to go, thank you. I appreciate that. To Greg’s point earlier when he was speaking, we really stepped back and looked at staffing adjustments and rightsizing the organization based on the environment today. We spend significant capital in previous years and we have a significant amount of infrastructure that’s been put in the ground. We’re at a point where we’re looking and stepping back and saying, the low hanging fruit is really to step away from expanding and filling in behind where we already have and so we looked and said, we’ve got a great opportunity to reduce cost, fill in behind where we’ve already got being front of the companies — customers, excuse me and take advantage of our previous investments. And then also right size in a market where pricing of propane and oil has changed a little bit, we don’t expect that to be long term, but it’s an opportunity for us to step back when maybe our competitors have pricing that is not as easy to compete with, that we still can compete — we still can convert, but we don’t have as great of an advantage. So, I think the timing worked out well. The lessons we have we could take advantage of. And then, from a regulatory front, I think to Jim’s point, putting this behind us is important. We look at the Wyoming use of proceeds and getting that close, and then look at our short-term bridge loan and dealing with the staff in Montana here puts us in a position to get back to the point where we are depending from EWI. So, we’ve got things in place that we are doing to get those things put in place. Any year we’re going to take a conservative approach to expansion. And we’ll fill-in where we already got main thing. Unidentified Analyst Yes. I’ll get back. Go ahead. Gregory Osborne No. I just think to add to that — this is Gregory — is you know, there’s new management we got together for 2015 and we’ve got with our heads of utility is in the past it was always grow, grow, grow. We realized we did — we could monetize a lot of these past investments with fill-in. So, we obviously put corporate governance and regulatory relations and things of that nature at the forefront and spend a lot of time on those. So, it’s been a transformational year; and like Kevin and Jim have mentioned, we’re focusing on some of those paths and just want to monetizing those with lot of the fill-in work, so it’s been good. Unidentified Analyst Thanks. Good luck. Gregory Osborne Thank you. Kevin Degenstein Thank you, John. Unidentified Analyst Keep going. Okay. Operator Our next question comes from the line of George Walsh with Gilford Securities. Please proceed with your question. George Walsh Thank you. Just to clarify what you’re saying on the CapEx. $8 million to $9 million seems to be the minimum and pending these transactions in Wyoming and other issues, you’re looking at a possible increase, but are we looking at something that should be back up to the $20 million in CapEx to your — you feel because of what you said that it’s going to be less than that. You don’t need to spend that much. So we’re looking at something you make it upto $15 million or something like that. Kevin Degenstein Yeah. This is Kevin. I can answer that. I think through this year looking at fill-ins and competitive projects and getting the rate of return we want, we will not hit the $20 million mark. $8 million to $9 million is our target. If we adjust it may be by $1 million or $2 million, I don’t anticipate we would be at $15 million. I think this is the good year to step back and take advantage of previous investments. And then, we’ll watch the competitive market, specifically in Maine in North Carolina, and we’ll continue to grow in Ohio. But no, I do not anticipate we would be significantly above $8 million, $9 million. George Walsh Okay. That’s good. The — could you just speak to with the changes on the Board, who we have on the audit committee right now? Well, well beyond the audit committee? Gregory Osborne Currently we have Rich Greaves. Kevin Degenstein Chairman. Gregory Osborne As a Chairman, we have Michael Winner who is a new Board member, former Price Waterhouse… Kevin Degenstein Partner. Gregory Osborne Partner. And lastly we have Wade Brooksby. George Walsh Okay. But not Michael Bender. Gregory Osborne Currently, Michael Bender is on the nominating committee. George Walsh Got it. Okay. Jim Sprague Corporate governance. George Walsh And could you speak a little bit more to that appointment that was the — they’ve taken the significant interest in the company, and they’ve taken the speed on the Board. And it seems to be a stabilizing influence of somebody within InterTech Group coming in there. And just if you could give us a little more detail about the relationship there and the role they seek to play. Gregory Osborne Absolutely. Throughout this past year, the Board, myself as we’ve continue to evaluate the structural requirements of the Board, and I’ve always wanted to evolve the Board. So I think by bringing Michel Winner and Michael Bender we’ve done just that. So — and speaking to InterTech, as you know, or as you may now that they have investments and a lot of our peers in Delta and Corning, Chesapeake, other utilities. So to understand the utility business they have Board representation on Corning Natural Gas. So we felt by them owning a large percentage in our company, they support management by bringing them on with their industry experience, their network in the finance community. It’s a great benefit to Gas Natural and its shareholders moving forward. So, I couldn’t be more excited about both Michael Winner and Michael Bender and their new involvement with Gas Natural. So what role they played, they’ll just do what they can to better Gas Natural, and we’re excited about it. And they both bring different aspects from their past carriers or current carries. So, again it’s really excited to have them on board and we’re excited about things to come. George Walsh Okay. Great. That sounds good. It sounds like given what we’re looking at if these non-recurring items are less recurring. Well, could you just speak to that? How you see the non-recurring items that have been recurring the last couple of years. What your best guess is that how those will speak in 2015? Gregory Osborne Yeah. I might have Jim speak to that please, Jim? Jim Sprague Yeah, George. The issues that we have, clearly from the regulatory front, we had quite a bit of increased cost as a result of issues in Maine and North Carolina, basically all are jurisdictions. And we’ve stabilized relationships in both Maine and North Carolina. We would expect those cost to get more to normal levels. There is always going to be relative compliance, but not at the level that we needed in those jurisdictions. Ohio and Montana, as we’ve alluded to in several instances during this call, we’re looking for resolution of those. I would hope we could get the Ohio issues resolved by the end of Q2 of 2015. Montana, Kevin could give you a little bit more on the timing and more specifics, but I believe we’re looking at resolution of that and about the same timeframe as well. Again, a lot of these events are converging that we have coming up here in 2015. But we would see a lot of those regulatory costs to be ramping down back to more normal levels at the very latest by the second quarter of ’15. On the legal front from a legal cost standpoint, non-regulatory issues are ongoing. There were certain aspects that require more involvement in the early phases. So, while those issues continue, we wouldn’t anticipate those to be at the levels that they had been historically or at least in the year 2014. So, we do see a lot of these particular issues I don’t want to say winding down, but not being at the levels that they were in ’14 for this current year. George Walsh And are they more about regulatory operational compliance with procedures as oppose to any — you’re still be dealing with bonds, or I don’t know if there’s customer rebate involved something like that. Jim Sprague No. We’re not dealing with those at this point in time. I mean, we clearly have gas cost recovery, audits that take place on an ongoing basis that would result in upward or downward adjustments, but nothing that would be considered out of the ordinary. George Walsh Okay. Okay. That’s it for me. Thank you. Gregory Osborne Thank you. Operator Thank you. We have reached the end of the question-and-answer session. I would now like to turn the floor back over to management for closing comments. Gregory Osborne Thank you, Christine. At close, I’d like to thank you all for joining us this morning on our 2014 fourth quarter earnings teleconference. This is exciting time for Gas Natural as we continue to execute our strategy of investing in key growth markets. Despite several challenges this quarter, we continue to execute our strategy and we remain excited for the future. Thank you for joining us today. We look forward to sharing 2015 progress with our first quarter results in May. Have a great day. Operator Ladies and gentlemen, this does conclude today’s teleconference. You may disconnect your lines at this time. Thank you for your participation, and have a wonderful day.

Exelon’s (EXC) CEO Chris Crane On Q4 2014 Results – Earnings Call Transcript

Exelon Corporation (NYSE: EXC ) Q4 2014 Earnings Conference Call February 14, 2015 11:00 ET Executives Chris Crane – President and Chief Executive Officer Jack Thayer – Chief Financial Officer Joe Nigro – Chief Executive Officer, Constellation Bill Von Hoene – Chief Strategy Officer Ken Cornew – President and Chief Executive Officer of Exelon Generation Joe Dominguez – Senior Vice President of Federal Regulatory Affairs and public Policy Denis OBrien – Chief Executive Officer of Exelon Utilities Analysts Greg Gordon – Evercore-ISI Dan Eggers – Credit Suisse Jonathan Arnold – Deutsche Bank Steven Fleishman – Wolfe Research Julien Dumoulin-Smith – UBS Stephen Byrd – Morgan Stanley Hugh Wynne – Sanford Bernstein Operator Good morning, everyone and thank you for joining for our Fourth Quarter 2014 Earnings Conference Call. Leading the call today are Chris Crane, Exelon’s President and Chief Executive Officer; Jack Thayer, Exelon’s Chief Financial Officer; Joe Nigro, CEO of Constellation; and Bill Von Hoene, Exelon’s Chief Strategy Officer. They are joined by other members of Exelon’s senior management team who will be available to answer your questions following our prepared remarks. We issued our earning release this morning along with a presentation, each of which can be found in the Investor Relations section of Exelon’s website. The earnings release and other matters that we discuss during today’s call contain forward-looking statements and estimates that are subject to various risks and uncertainties. Actual results could defer from our forward-looking statements based on factors and assumptions discussed in today’s material and comments made during this call and in the Risk Factors section of the earnings release and the 10-K, which we expect to file later today. Please refer to today’s 8-K and the 10-K and Exelon’s other fillings for a discussion of factors that may cause the results to differ from management’s projections, forecasts, and expectations. Today’s presentation also includes references to adjusted opening earnings and other non-GAAP measures. Please refer to the information contained in the appendix of our presentation and our earnings release for a reconciliation between the non-GAAP measures to the nearest equivalent GAAP measures. We have scheduled 60 minutes for today’s call. I will now turn the call over to Chris Crane, Exelon’s CEO. Chris Crane Good morning and thanks for everybody joining. We had another strong year of operations in 2014, which we are very pleased with given the challenging weather conditions at the start of the year. At the utilities, each OpCo achieved top decile performance for safety and top quartile performance for outage frequency and duration. The nuclear fleet ended the year at 94.2% capacity factor, which this marks our 15th year in a row being over 92%. Gas and hydro power dispatch match was at 97% and our renewable energy capture was at 95%. On the financial side, we delivered $2.39 a share in line with our recent year full year guidance. Exelon Generation delivered a strong year for performance in what was a volatile year and our generation to load matching strategy drove strong results during an unexpected mild summer. The utilities performed well in light of severe storms and continuing challenging interest rate environment. 2014 was an active year for us. In addition to selling several assets, we continue the process of recycling capital and strengthening our balance sheet. I will highlight some of our major investments for the year. We grew across the enterprise. From the utility growth perspective, we announced the PHI merger and continued on with our infrastructure upgrade plant spending $3.1 billion of utility investment. On the merchant side, we announced the state-of-the-art CCGT newbuild in ERCOT and we added 215 megawatts in nuclear, wind and solar capacity during the year. At Constellation on the retail side, we completed the acquisition of Integrys retail and ProLiance. We also made investments in adjacent markets in emerging technology to continue to prepare for an evolving marketplace. Bloom Energy and our micro grid investments are good examples of that. We also have a number of major regulatory developments in 2014 that affect both the utilities and the generating business. On the generating side, we have seen progress in Illinois nuclear discussions, with four reports released last month, which highlights the reliability, the economic and the environmental benefits of the nuclear plants to the state. PJM capacity performance proposal has been submitted to FERC. We strongly support the steps being taken to ensure reliability in the region. We expect a continuing discussion on the EPA’s Clean Power Plan over the next several months. On the utility front, we had two positive outcomes for ComEd and BGE rate cases. ComEd received 95% or more from our ask on the last three consecutive rate cases. And BGE achieved its first settlement since 1999. And these outcomes highlight our continued commitment to the customers we serve. Bill is going to go into greater detail on the efficacy issues towards the end of the call. These policy initiatives on the horizon present a potential material upside to earnings as value of our fleet is more appropriately recognized by the market. However, I do want to underscore that the management team is focused on EPS growth and our capital deployment efforts. We invest in prudent growth of the utilities where we can add value for our customers. And within our merchant business we look for opportunities to earn robust financial returns. Our recent announcement announced a Peaker in New England is a great example of that. Our continued investments in both utilities and the generation businesses, demonstrates our commitment to long-term growth initiatives across the enterprise that will bring value to our customers and drive future earnings. Now let me turn it over to Jack to discuss our financial expectations for 2015. Jack Thayer Thank you, Chris and good morning everyone. We provided information on our fourth quarter financial results in the appendix of today’s materials on Slides 17 and 18. I will spend my time this morning on 2015 earnings guidance and our O&M forecast. Turning to Slide 3, we expect to deliver adjusted operating earnings in the $2.25 to $2.55 range, which is the same as our 2014 guidance and earnings of $0.60 to $0.70 per share for the first quarter. Our guidance does not include the earnings from the Pepco Holdings acquisition, but does reflect all asset divestitures to-date. As you know we sold several assets last year, the proceeds of which are being used to partially finance the PHI acquisition and to recycle capital on the merchant side of our business. The lost contributions from these divestitures results in an earnings impact of $0.12 per share relative to last year. In future years there is minimal earnings impact, in particular as capacity revenue from Keystone and Conemaugh runs off. The modest lost earnings from the divested plants will be meaningfully offset by the accretion from our Pepco merger and earnings from other growth projects. For 2015, the earnings impact from these divestitures of $0.12, combined with an additional refueling outage at nuclear of $0.02 and the increased pension and OPEB cost at ExGen of $0.02 are modestly offset by higher capacity prices of $0.07. The full year benefit of the elimination of the DOE fee at Exelon Nuclear of $0.04 and by higher earnings at ComEd of $0.03. As you know at EEI we gave earnings projections for Exelon for three utilities through 2017. Since that time, we have adjusted the midpoints of that guidance down by a total of $0.05 per share due to the impacts of treasury yields at ComEd and bonus depreciations impact on EPS. We still expect a healthy 5% to 6% CAGR on utility earnings from 2014 to 2017 and the cash benefits from bonus depreciation will help to accelerate and fund utility investments. For reference and deeper analysis more detail on the year-over-year drivers by operating company can be found in the appendix on Slides 19 through 22. As Chris mentioned our capital investment plan is significant and positions us to grow earnings over time. Over the next 5 years we are investing $16 billion in capital at our existing utilities and plan for more than $6 billion of investments at the Pepco utilities. We believe these investments are prudent and will improve reliability and our customers’ experience. As you know the Pepco transaction is expected to add $0.15 to $0.20 per share of earnings on a steady state basis in 2017 and beyond. In addition to growing earnings the Pepco acquisition shifts our earnings mix to a substantially more regulated weighting with 61% to 67% of earnings coming from the regulated side in the 2016 through 2017 period. On the ExGen front our focus is deploying capital for growth that achieves attractive financial returns and generates both earnings and cash flow. These investments span the energy value chain and include conventional generation like our Texas CCGTs and a new build peaker in New England that cleared the most recent capacity auction and investments in our distributed energy platform. Above and beyond our existing plan, we see additional opportunities and the have free cash flow to deploy capital to earn attractive incremental returns on both the regulated and merchant sides of our business. Starting in 2016, we expect to have up to $1 billion in incremental annual capacity we can deploy to invest in our utilities, emerging growth and other opportunities. At the utilities, we are evaluating the potential to increase our investments in utility infrastructure, including grid resiliency and security, storm hardening, and new smart grid enabled technologies. Of course, our capital investment in the utilities has to be prudent and help meet the evolving expectations of our customers. These investments will benefit customers by improving reliability and system performance and allow them to better understand and manage their energy usage and costs. At ExGen, capital deployment across the business will be driven by the ability to earn robust financial returns. Slide 4 shows our 2015 O&M forecast relative to 2014. We project O&M for 2015 to be $7.225 billion, an increase of $275 million over 2014. The increase at ComEd and BGE is due to inflation and increased budgeting for storm costs, which results in incremental year-over-year O&M growth. ExGen’s increase is related to a combination of factors, the inclusion the three months of CENG O&M relative to 2014, an additional planned nuclear outage compared to 2014, increased pension costs and projects at Constellation and Generation, including Integrys and growth in our distributed energy business. Overall, we expect a basically flat O&M CAGR over the 2015 to 2017 period. We remain disciplined on cost even as we seek to grow our business. Since our presentation at EEI, we have increased our CapEx projections for 2015 across the company by approximately $325 million. The increase is primarily at ExGen and reflects investments to build contracted generation, including an 80-megawatt wind facility in Texas and an up to 50-megawatt biomass plant in Georgia, which we announced yesterday. Additionally, we have increased the 2015 budgeted CapEx for our Texas CCGTs, advancing the timing of the capital spend. The total cost of the project has not changed. Now, I will turn the call over to Joe Nigro for a discussion of markets and our hedge disclosures. Joe Nigro Thanks, Jack and good morning. The Constellation business continues to perform at high levels. We finished 2014 strong and are seeing solid results so far in 2015 as a result of our generation of load matching strategy and our ability [Technical Difficulty] to market. My comments today will address market events during the fourth quarter and what they mean for our commercial business going forward, including our hedging strategy, the New England ISO capacity market results and our updated hedge disclosures. During the fourth quarter, we experienced a decline in prices across the energy complex as oil and natural gas both realized steep losses in the spot market. Power prices followed gas lower in the second half of the quarter as expectations of extreme weather subsided. The primary driver weighing on prices was the contraction of winter premiums as the markets focus moved away from last year’s Polar Vortex and on to higher natural gas production storage estimates. NI Hub and West Hub around-the-clock prices were down $1.50 to $3 for calendar years 2016 and ‘17 from the end of the third quarter to the end of the fourth quarter. In response, we have positioned the portfolio to better align with our fundamental view that we expect to see seasonal power price subside, primarily at NI Hub and began to build a long position into the forward years. This is similar to how we positioned the portfolio the last few years when our fundamental view showed power market upside. When the market is volatile, our generation of load strategy allows us to optimize the portfolio to lock-in additional value. During the year, we aggressively pursued load-following sales when we observed appropriate risk premiums and increasing margins. We are very highly hedged in 2015 and not impacted from the large downturn in near-term power prices. In fact, we were very aggressive in hedging our PJM East and New England portfolios early in the fourth quarter when higher risk premiums were priced into the market. The remaining length in 2015 is mostly in our Midwest position and focused in the months and time buckets where we believe the forward market is undervalued. As I mentioned we began to build a long tradition in the forward years because we see upside in our view versus market. During the fourth quarter, we dropped further behind our ratable plan and added approximately 5% to our hedge percentages for 2016 and 2017 versus a normal quarter of 8% sales. The majority of our behind ratable position remains in the Midwest where we continue to see upside in power prices driven by coal retirements. Not only did we adjust our deviation to ratable during the quarter, but we also adjusted our seasonal hedging strategies holding length in undervalued month. We will continue to hold a long position based on our market views. Last year at this time we talked about hedging with natural gas to take advantage of our bullish view on heat rates. Those views have materialized over the past 12 months. And we have shifted our hedging strategy out of these cross commodity hedges in order to lock in the higher market implied heat rates. In January of last year, natural gas sales represented over 10% of our hedges. Currently they are less than 2% in any given year. Going forward our hedging strategies and positions will continue to reflect where we see upside versus current market prices both from our view of heat rate expansion and natural gas price increases. We have got a lot of questions recently on oil markets and I would like to spend a minute on what the sharp decline in pricing means for our business. We are not materially impacted by oil pricing mostly due to the fact that our gross margin is primarily driven by a large base load position. However, we do experienced some minor impacts including the potential for lower peak power pricing during heavy load conditions, the potential for lower load growth in ERCOT and lower pricing in our upstream business. The current pressure on the oil prices is more pronounced in the near-term delivery periods as longer-term prices in the $65 to $70 per barrel range still reflects global demand growth. Before I turn to our gross margin update, I want to provide you an update on the recent capacity auction in New England. On February 4, ISO New England released the results of its ninth forward capacity option for the planning year 2018-2019. The clearing price indicate that the new pay for performance capacity construct works. And will attract development of new resources needed in the region. This concludes our recently announced 195 megawatts dual fuel peaking facility at our existing West Medway site, which we expect to have online by December of 2018. Turning to Slide 6, I will review our updated hedge disclosure and the changes since the end of the third quarter. In 2015, total gross margin is unchanged. The impact of the divestiture of Keystone and Conemaugh was offset by the acquisition of Integrys and the expectation of favorable portfolio performance. We executed on a 100 million of power new business and 50 million of non-powered new business during the quarter. Based on 2015 performance to-date and the expectations for the full year, we have increased our power new business target by an additional $50 million. For 2016-2017, total gross margin decreased by $200 million and $250 million respectively largely driven by the impact of lower market prices on our open position. The divesture of Keystone and Conemaugh was offset by the addition of Integrys in these years. We also executed on 50 million of both power and non-power new business in 2016. Overall, the commercial business is performing extremely well across all of our business lines. We will continue to implement hedging strategies that reflect our fundamental view of increases in both power and natural gas markets and optimize our portfolio. Now I will turn it over to Bill. Bill Von Hoene Thanks very much Joe and good morning everyone. As Chris referenced in his opening statements, there are a number of developments playing out on the policy front that affect our customers are our businesses. These issues are not necessarily earnings impactful in 2015, but they may have a material impact on the company beyond this year. And so we are going to spend a few minutes this morning sharing with you our perspectives on the issues. I will start with three issues affecting the generation business in policy space. First on the capacity market reform front that Kris referenced, we have been involved in PJM’s stakeholder process to develop a proposal that will harden the power supply system to help it withstand extreme weather events and ensure reliability for customers. We believe the proposal that now sits before FERC is constructive and if approved will address the gaps in system reliability. The proposal has many similarities to the – for performance market design, which FERC approved in New England a couple of years ago. It’s a no-excuses approach that provides fair compensation to reliable assets that do perform and penalizes suppliers that do not. We think this is a win-win for our customers and for our generation business. We have invested billions of dollars in our fleet over the years to make it the most reliable set of generating assets in the country and we think that the fleet will fare well in a pay for performance system. All told, we view developments on the capacity reform front as decidedly positive and we are expecting a ruling from FERC by April 1. Second, let me talk briefly about the discussions that are ongoing in Illinois. As Chris referenced and as you all have seen by now, the state of Illinois report on potential nuclear power plant closings was issued earlier this year in response to House resolution 1146. As stated in that report, the right energy policy for Illinois should guarantee reliability and improve the environment, while creating and retaining jobs, growing the local economy and minimizing cost. It is difficult to envision such a policy, without nuclear as a critical part of the energy mix. The report offers an independent assessment of the substantial economic, environmental, and reliability benefits that Illinois’ six nuclear plants bring to the state and lays out five options to address the current situation. Establishment of the cap and trade program, imposition of a carbon tax, adoption of a low carbon portfolio standard, adoption of a sustainable power planning standard or reliance on market and external initiatives to make the corrections. We are supportive of any of the options that reward all carbon-free resources equally, but doing nothing simply is not a viable economic option if we are to maintain the operations of those plants that are at risk. As we stated repeatedly, we do not think a bailout. This is about addressing market floss to properly value resources that are of great importance to the State of Illinois. The state has an opportunity to implement, need a change and we will work with policymakers and stakeholders during the coming months to come to an appropriate conclusion soon. Third, on the generation front, a brief discussion of the environmental policy, as you know the EPA’s clean power draft was issued last year. While it is well-intentioned, it fell short in our view of addressing the importance of nuclear to achieving our national environmental goals. We continue to work on improving the plan. Notwithstanding the shortcomings of the initial proposal, however, we view the environmental discussion as progressing in the right direction. Furthermore, the EPA debate and the states roadmaps to implementing the plan are inextricably linked to the discussion around nuclear energy in Illinois that I just referenced as any solution must contemplate the state’s ability to comply and to do so cost effectively without the clean attributes of nuclear that will be impossible. The final ruling on the EPA’s plan has been pushed back to later this summer. Like many, we want clarity on the issue. However, we would rather the time be taken for the agency to get this right and design a rational emissions reduction policy for the country than to rush it through. We are confident that the EPA will issue a final rule that appropriately values our assets. The question that arises from all of these pieces is how do they fit together and will the resolution of these three policy issues translate to market-based compensation sufficient to maintain the economic viability of our challenged assets. That is what will play out over the next few months or longer. In the aggregate and individually, we view these potential policy changes as a positive driver for the Exelon fleet. If the PJM reforms are adopted, this should benefit all of our PJM nuclear assets. However, we have been clear that there is no silver bullet. Each plant has to stand on its own economic merits and it is unlikely that the PJM reforms in isolation will ensure the survival of each plant. One clear example of this is Clinton club, which is not in PJM and therefore will not be properly valued as a result of the PJM capacity market reforms. These plants need to be fairly recognized for both their unparalleled reliability and for their zero carbon attributes. Anything short of that recognition is insufficient and that is why we have been working diligently and simultaneously on all the fronts I have referenced. The fact is there is no other technology that produces reliable, zero carbon electricity. All of the alternatives are intermittent and far more expensive than keeping these plants in operation. Our customers will pay more if these assets are retired prematurely and need to be placed. We think policymakers get this and also understand what it means to lose these plants in terms of jobs and costs. We are optimistic that they will take the steps needed to ensure fair treatment of the units, because it is clearly in the customer’s and the state’s interest to keep these plants open. Finally, on the regulatory front, let me turn to a non-generation matter, which is of course the PEPCO transaction, which we announced last year. Getting the merger with PEPCO across the finish line is of course a very high priority for the company and things are progressing according to plan. We continue to anticipate a closing sometime in the second or third quarter of this year. We are pleased to have received approval from New Jersey earlier this week. And as you know, we have already received approvals from FERC and the state of Virginia. In Delaware, as noted in the letter to the commission that you have seen, we are close to a settlement. And if the settlement is reached, there may be an adjustment in the schedule. We are continuing the process of review in the remaining jurisdictions of Maryland and Washington DC. We believe the merger is in the public interest and we expect that the combined company to bring significant value to customers given our top-tier operational performance and the merger commitments we have made. We look forward to completing the regulatory process and closing the transaction on schedule. Thank you. And now, we will open up the floor for questions. Question-and-Answer Session Operator [Operator Instructions] Your first question comes from Greg Gordon of Evercore-ISI. Greg Gordon Thanks. Good morning guys. Jack Thayer Hey, Greg. Greg Gordon Jack, can you comment again on the – to revisit the comments you made on the earnings guidance for the utilities, because as I look at the $0.20 to $0.30 from BGE, $0.35 to $0.45 from PECO and $0.45 to $0.55 from ComEd, if I just take the exact midpoint there, that’s $1.15 versus $1.25 at the midpoint of the eyes that’s a $0.10 delta, not a $0.05 delta? Is there a reason why I am miscalculating that? Jack Thayer No, Greg. The $0.05 delta was with respect to 2017. The 2015 guidance to your point is down $0.10. Some of that is just a mere factor of rounding. We speak in terms of $0.05 increments. And would say 2015 guidance is down on a relative basis, $0.05 year-over-year, although the rounding would indicate that is down $0.10, it’s just a matter of how we round it up or round it down our expectations. Greg Gordon Okay. So the earnings power out in ‘17 of you three utility businesses is a nickel lower than your prior expectation, not a dime? Jack Thayer That’s correct. And I think importantly there, you see the sensitivity we have to interest rates, primarily ComEd, you see the impact of the bonus depreciation, which has the CPS impact of lowering rate based and lowering expected earnings but also is the cash flow and savings related to that is a contributor to the $1 billion of incremental capital we see in ‘16 and beyond that we can deploy to grow both our utilities business as well as our merchant business. Greg Gordon Okay. Another question, because I think there is a bit of an apples and oranges going on in terms of the discussion, now that you have given us an earnings guidance for this year, that includes the $0.12 dilution from the generation, from the asset sales that you are using to fund the Potomac transaction. As we roll into – if we assume that deal closed precisely on 12/31, is it accretive by $0.15 to $0.20? Is it accretive by $0.15 to $0.20 all things equal off this base or is it more accretive because you are also offsetting the dilution from the asset sales you used to fund the deal? Jack Thayer The $0.15 to $0.20 number, Greg, that we referenced incorporates the net dilution associated with the asset sales. That said as I mentioned in the script, the earnings contribution from those assets, while admittedly $0.12 this year, because of the failure of Keystone and Conemaugh to clear capacity markets, the contribution from those assets diminished meaningfully off the curve. The $0.15 to $0.20 that I referenced we would anticipate in 2017, so that’s while you mentioned a close in 12/31 obviously per Bill’s comments we are anticipating a Q2 and Q3 close. We wouldn’t expect to see that all of that $0.15 to $0.20 until 2017, we will be certainly achieving part of that during the 2016 period. Greg Gordon Got it. So, I get it, so the math on the earnings contribution from the assets sold, they would have been significantly less than the $0.12 contributor out in time? Jack Thayer Correct. Greg Gordon Okay. One more question, just in a little bit of the weeds on the forecast for O&M, you did call out increased O&M predominantly at BGE, ComEd, and ExGen and then you say that through ‘17, you expect 0.2% growth. Specifically at ExGen, as we get out into ‘17 is that growth rate sort of pro rata across all the businesses? Is ExGen’s O&M roughly static, because I know you are adding assets to the mix in ‘17? And I am wondering whether there is a significant increase in O&M associated with that or whether the totality of the O&M is still only growing nominally inclusive of those new asset additions? Jack Thayer It’s pretty static, Greg. Certainly, we are adding those assets, the operating cost of which will increase. We added Integrys. We added ProLiance. We have announced in recent months both a waste-digesting plant out in LA, a pulp and biomass facility down in Georgia partnered with P&G. We are looking for incremental opportunities in that space. We are offsetting that in part with activities that we are pursuing broadly across the company to drive lower operating costs both within the embedded businesses – so Constellation, the power generation business, the nuclear business, as well as our business services corporation. So, on a kind of blended basis, we see relatively flat O&M further out the curve. Obviously, wage inflation is a component of that. Interest rates have been a meaningful factor of that in driving pension costs and the growth in the liabilities side of that higher. So, as CPI oscillates as interest rates move that will continue to be candidly something a little bit outside our control, but obviously something we are trying to focus on other things to offset. Greg Gordon Great, thank you guys. Jack Thayer Thank you. Operator Your next question comes from Dan Eggers from Credit Suisse. Dan Eggers Hey, good morning, guys. Jack Thayer Good morning, Dan. Dan Eggers Just following up on Greg’s question on the utility outlook, if you go back to a year ago when you guys gave guidance I think that kind of all these expectations are down about $0.15 today from where they were a year ago. Can you just bridge for me what has changed a year-to-year basis? And then if you thought about interest rates normalizing or pension normalizing, how much of the $0.15 erosion could you reasonably get back? Jack Thayer I don’t know that Dan I can track you back to year end of 2013, but clearly you have seen a material degradation in the interest rate environment. As an example in 2014, the average 30-year was 3.34%. The interest rate for 30 years today is 2.63%. So, just with even – even within on an average basis of full year, the continued decline of interest rates and/or sensitivity to that through the formula rates at ComEd has been significant. For sensitivity, say 25 basis points up or down, and the interest rate is $9 million improvement or detriments to our expected revenues at ComEd. Obviously, the same element is impacting us from a pension liability side marry that with a change in the mortality tables and longer expected lives of our pension and OPEB participants. And that is a headwind – and that’s a headwind that we pass through, through the formula rate within ComEd. But we have to go through rate cases at PECO, and we have to go through a rate cases at BGE to recapture that. So, and then I guess the final element that’s changed, I think is given our load sensitivity of PECO and given some of our longer term load sensitivity of BGE and ComEd as we have continued to experience zero, and in some instances negative load growth that’s been a headwind as well. That said, we continue to see meaningful opportunities to deploy capital in that space. We see an opportunity to drive our customers’ reliability and experience. And importantly we see opportunities to earn a fair rate of return in those businesses. And as we are delivering and evolving a ray of services of our customer, even perhaps improve upon what we allowed to earn. Dan Eggers Okay, got it. And I guess, just kind of on the deployment of capital conversation, what are you guys seeing in the ERCOT markets at this point in time underlying the new build decision, it seems like sparks have eroded since those plans were announced and obviously with maybe an economic slowdown, because of oil and gas drilling, there is a little bit of concern in the market, I suppose over demand growth? Ken Cornew Yes, Dan, it’s Ken. We are very comfortable with our decision to invest in our combined cycle plants in Texas, and there are several reasons for it. First, the technology we have chosen, we think puts us in a significant competitive advantage. Again, as you know with the position in the stack, we would have as well the ramping capability in the units also cost advantage, given we own these sites. We have advantaged cost position that we don’t think it would be matched in the market. Importantly, we made this investment on our long-term fundamental views. And without talking about a re-assumption in our fundamental views, they are not – they are not drastically different than the environment we are seeing right now. We didn’t – we didn’t make a bet on massive load growth in Texas. We are very conservative in our assumptions. And the last thing I will say Dan is we have a significant load business in Texas as well. And having these plans and this capability and matching that capability with our load business is something, I think you are seeing it right now. We have proven that that is the value proposition that Exelon brings to table. And we expect that the investment in these plants will really enhance that value proposition in Texas. Dan Eggers Okay. Thanks, Ken. And I guess Bill can you just walk us through what kind of a timeline we need to see in Illinois as far as draft legislation on carbon action and kind of progression to get something done before the recess in the summer. Bill Von Hoene Yes, Dan. As you know the recess is scheduled or at least currently scheduled for the end of the May. And what we anticipate is that legislation consistent with the policy solutions outlined in the 1146 report will be introduced in the general assembly sometime within the next month. We are actively working with legislators, regulators and stakeholders with that in mind. So I would expect to see something surface within the next month and that will give ample time for the legislator to consider it. There will be hearings related to 1146 or possibly to the legislation specifically that will accompany that. But if this gets introduced as we anticipate within that next 30 days or so, it will give an opportunity to go through the full discourse in the legislature before the recess in May. Dan Eggers Okay. Thank you, guys. Operator Our next question comes from Jonathan Arnold from Deutsche Bank. Jonathan Arnold Yes, good morning, guys. Chris Crane Good morning. Jonathan Arnold Quick one first, just on Illinois and following up on Dan’s question, is there a sponsor that has emerged or sponsor of this or are you still kind of working that out? Bill Von Hoene There is – Jonathan, there has been nothing publicly announced. There will be a significant number of sponsors and it will be bipartisan, but that won’t be revealed until the legislation itself is actually announced. Jonathan Arnold Well, as you have said, you are expecting it to be broadly supported? Bill Von Hoene Correct. We anticipate Republican and Democratic sponsors in significant numbers. Jonathan Arnold In both houses or is it going to sort of emerge in one house and then go to the other? Bill Von Hoene The mechanics, it is not yet been determined what the mechanics will be, but there will be adequate support and sponsorship in both houses to run it through the legislature. Jonathan Arnold Great. And then if I could also just revisit the question on the regulated guidance, I am sorry to do this, but Jack when I look at the $1.11 starting point for 2014, which was pretty consistent with the EEI slide and your statement that 2017 is only down by a nickel in the midpoint, which would imply $1.35 versus $1.40. I think where I am having confusion is that you had said – you called that an 8% CAGR at EEI, but now you are saying 5% to 6%, but seems to me that the $1.11 to the $1.35 would be more like 6% to 7%. And 5% to 6% implies a bigger reduction. Can you speak to that at all? Jack Thayer I think Jonathan we are talking about 100 basis points. And to be candid, the rounding issue comes into play. So, I think I would focus more on the $0.05 of degradation from EEI’s 2017 expectation to where we sit today. And some of that is an issue of the timing of capital deployment and other elements and I think we feel good about 5% to 6% growth. Ideally, we will endeavor to deliver higher growth that $1 billion of incremental spend in ‘16 and beyond is potentially a driver of that incremental growth. Jonathan Arnold But the $0.05 is what we should really focus on? Jack Thayer Yes. Jonathan Arnold Got it. Thank you. Operator Your next question comes from Steven Fleishman from Wolfe Research. Steven Fleishman Yes, hi, thank you. So not to beat a dead horse with that, does your viewpoint on the utility include any of the $1 billion being reinvested in it or is that, that would now be in additive? Jack Thayer No, its additive. Steven Fleishman Great. Jack Thayer Incremental. Steven Fleishman Thanks. And then just with respect to the Illinois legislation, I know there is other aspects of this, not just on nuclear plants. So, maybe you could give us a little bit of better sense of what else might be addressed in this legislation. I am assuming it’s also kind of renewables, but is there other aspects that would likely be in this? Bill Von Hoene Steve, this is Bill. The legislation that we are referencing in the nuclear is standalone for the time being. There are going to be undoubtedly additional energy-related initiatives. There was a group that convened last week called the Clean Jobs Coalition, which was an environmentally directed group of a number of agencies and entities, which indicated that they will introduce legislation that will relate to energy efficiency to renewable standards and also to a cap and invest system that would be implemented in connection with 111(d). So, we anticipate that, that will be legislatively active and there undoubtedly will be a variety of other things that will be considered as well. Steven Fleishman Okay. And just lastly and maybe to Joe on your kind of point of view in your hedging, it sounds just to kind of clarify, it sounds like you are particularly focused on future NI Hub prices being too low. Is that fair? Joe Nigro Yes, Steve. I think there is two elements. I think you are correct when you think about the expansion opportunities, heat rates I think that’s primarily in NI Hub. I think from our perspective as well, we actually see upside to the natural gas markets, especially this maybe to a lesser extent in ‘16 and more so as you move out into ‘17 and ‘18 on the back of demand pickup and where prices are today and that would be true, for example, both at West Hub and NI Hub. You can see in the quarter that we sold less than our ratable plan, approximately 5% of our portfolio – total portfolio, whereas an average quarter, we would sell about 8% and we rotated out of a lot of the gas shorts that we had because of the big heat rate move we had. So, as we move forward as we build a position that falls behind ratable, it’s going to be done more on a, I’ll call it a flat-priced basis, where we are just going to take the power that we would have normally sold and just hold it in our portfolio and we will tailor that to locations and time buckets. NI Hub will be a big piece of that, but we will be looking at other areas as well depending on what we see in the gas market. Steven Fleishman Okay. Thank you. Operator Your next question comes from Julien Dumoulin-Smith from UBS. Julien Dumoulin-Smith Hi, good morning. Jack Thayer Good morning. Julien Dumoulin-Smith So, I wanted to ask a little bit of a bigger picture question here around the direction of the company vis-à-vis utility versus merchant. And as you think about that decision point, you have obviously made a couple of decisions over the past years, PEPCO namely, how were you thinking about positioning the company towards the merchant side of the business, specifically as you think about, a) potentially expanding nuclear and then b) specifically expanding into Texas, are either of those avenues palatable or desirable under a merchant expansion? And then more broadly, is a merchant expansion desirable at this point in time? Jack Thayer So, we continue to look at both sides. The utility business as we talked about we can operate the utilities well. We can drive efficiencies in. We can improve the customer experience while we are getting returns. We are in a unique situation with ComEd on the formula rate at some historically low interest rates. We are not running from the investment – the utility business. We think interest rates will normalize and will be at the right place for the return. So, we will continue to make prudent investments and operate the utilities well there. On the merchant side, it’s all about the value proposition in looking at the specific investments. If a nuclear plant came available and we could fold it into the portfolio and see our adequate returns, we would certainly have the scale and the scope to put one in. We don’t see any out there right now, but newbuild is not an option. So, that’s the only way we get as acquisition. As we have said before, we do think Texas is one of the more interesting markets to invest in right now, and that’s why we are proceeding with organic growth down there. We do look at assets that come up from time-to-time in the ERCOT market. Most have been overvalued from our perspective on the long-term fundamentals. That’s why building these new technology units makes more sense to us. So, we will continue to look for opportunities on both sides of the business and use the balance sheet prudently to make the investments, but one thing that we – in the last couple of years as we do our asset valuations on an annual basis, recycling capital has become a focus and we will continue to watch that. If we see assets and others have more value and we can deploy that capital into other arenas, we will not be – we will not be shy of any divestiture. And that’s what we did this year with divesting assets and having the opportunity to use that capital into what we think is something that would be strategically valuable for us with PEPCO and also having the – creating the new balance sheet space to make the investments in new unit. So, we were still very confident in the model and confident in the investment thesis. And if low interest rates are hard on pensions and they are hard on the formula rates, but in the long run we see those coming back and we still think it’s a good investment in CC. Julien Dumoulin-Smith Alright, great. And then secondly, if you can comment more specifically around Ginna in New York, obviously there has been some development there, what’s your latest expectations if you can elaborate? Bill Von Hoene Chris you want me to take that? Chris Crane Joe is going to grab it. Bill Von Hoene Thanks. Joe Dominguez Julien, this is Joe Dominguez. We continue negotiating the RSSA with our counterparties up there in New York. I think you will see developments become public on that within the next few days to a week. Julien Dumoulin-Smit Got it, fair enough. Thank you. Good luck. Joe Dominguez Thanks. Chris Crane Thank you. Operator Your next question comes from Stephen Byrd from Morgan Stanley. Stephen Byrd Good morning. Chris Crane Good morning. Stephen Byrd I wanted to – I think I had heard that on the call that Keystone and Conemaugh had not cleared in the PJM auction, and if that’s correct, I wondered if you can just elaborate on the rational, I thought of those as large well-operating co-plants, I am just curious what was the driver behind that? Joe Nigro And Stephen, this is Joe. Good morning. There are a couple of reasons for that. First of all, as you know into the mechanisms afforded in the PJM model, you can calculate an avoided cost rate on each of your units. And we take the opportunity with our fossil units in particular and all of our fossil units to do that. And that’s just what I’d call our cost base line. And recognizing what we need from a cost perspective on those units we take that into account in our bidding strategy. And we have a host of other assets that we have to look at in particular to make sure that we are looking this in a proper sense from a total portfolio basis. And in the way that math worked for Keystone and Conemaugh in particular, it just didn’t clear given where the clearing prices were today for that particular option. Ken Cornew So, Steven just a little to add to that, this is Ken, there are substantial costs at the plant associated with the environmental upgrades. That associated with the avoid the energy benefits that were very low from that 2009 to 2013 period drove the avoided cost rates up at those plants. And as we said before we – the market works when participants bid their costs, and that’s what we do. Stephen Byrd Okay, great. Thank you. And just shifting to the utility, in terms of achieving the growth rates that you have laid out, what kind of low growth assumptions sort of your latest thinking that’s driving that growth? Chris Crane Denis, do you get that? Denis OBrien Yes, Chris. The load growth is really flat to slightly positive for the next few years. What we are seeing for the last couple was flat to slightly negatively. We see the next 5 years or so, flat to slightly positive. Stephen Byrd Okay, great. And the change in terms of the outlook from flat to – negative to flat to positive, what’s your – just at a high level view of what would drive that improvement in load growth? Denis OBrien I think it’s just the general economic health of the each of the service territories that we serve. Stephen Byrd Okay. Thank you very much. Operator And our final question comes from Hugh Wynne from Sanford Bernstein. Hugh Wynne Thanks. The $435 million asset impairment charge in this quarter, how do you breakdown between Keystone, Conemaugh and upstream assets and others? Jack Thayer Hugh, the total of overall long-live assets impairments that we had during the year, we had a wind impairment that was $0.06. We had a lease impairment that was $0.02. We had Quail Run assets held for sale impairment of $0.04. Keystone and Conemaugh was $0.29 of that. Upstream was $0.09 for a total of $0.50. On the flip side of that, we had $0.28 of gains related to the sale of Safe Harbor, sale of Fore River, again on the sale of West Valley. So, overall on a net basis, it’s about $0.22 negative impact on the year. Hugh Wynne Okay. And then my question is for Bill. Bill, though you’re lawyer and you are talking about the potential implications of the Clean Power Plan EPS and Clean Power Plan, I just want to get your views as to the likelihood that the plan survives at all. I understand there has been challenges as to whether EPA has a authority to regulate CO2 under 111(d) at the – in the first place. And then secondly if it does, whether that authority extends to energy efficiency and renewables is this Clean Power Plan going to be with us in the long run or do you think it’s going to be whittled down or overturned altogether? Bill Von Hoene Well, one thing that we can be abundantly certain of is that there will be litigation respecting whatever the final rule will be. But the basic tenants, Hugh, of the underpinnings of the rule are legally sound. The ability to regulate carbon emission has been already ruled upon by the United States Supreme Court and our expectation is that there will be litigation and there maybe modifications that result from that, but the basic underpinning of the rule will survive and will have the impact that will be significant in that scope. Hugh Wynne Right, thank you very much. Operator I would now like to turn the call back over to our presenters. Jack Thayer So, thank you very much everybody for joining. As we laid out from an operation standpoint, very strong year, we continue to run well, continue to watch costs and contain where we can. The Constellation, the Generation business has done a very good job in this marketplace and we continue to see – feel very strong that, that will be continue to be supported. The utility side, the utilities are operating well as I said. We see the investment thesis as right. We know the sensitivity to the interest rates, but don’t think that’s a long-term sustainable issue and we will continue to keep investing. Thanks. Operator This will be the end of today’s call. You may now disconnect.

Metaphors And The Message: Searching For Deeper Understanding Of Investment Information

Metaphors have a powerful impact on shaping our thoughts and on what information we consider important. The machine metaphor is often used in describing economies and markets and as such, often depicts them in an unfairly positive light. For a number of different reasons, the ecology metaphor is more useful and appropriate for long term investors. By paying attention to the metaphors used, curious investors can gain a great deal of insight about the related content. One of the more interesting and unsettling experiences I’ve had was scuba diving at night. This combined an activity (scuba diving) for which I had only a beginner’s skill with an environment (pure darkness) that was challenging. The most unnerving aspect of the experience was only being able to see what was in the narrow cone of light from my flashlight; I had no peripheral vision in the darkness. While there were plenty of interesting things to see ahead of me, I also wanted to avoid damaging the coral inadvertently and I definitely wanted to avoid anything potentially dangerous. This example serves as a good illustration of how metaphors fundamentally shape our view of the world. “Metaphors govern the way we think about issues,” according to Gary Klein in Sources of Power. Klein elaborates, “It [metaphor] structures our thinking. It conditions our sympathies and emotional reactions … It governs the evidence we consider salient and the outcomes we elect to pursue.” Much like a flashlight in dark water avails us only a very limited view, so too do our mental models and associated metaphors only shine light on relatively narrow expanses of reality. Given the power of metaphor to “structure our thinking” and “govern the evidence we consider salient,” it behooves us to scrutinize the metaphors we embrace in order to think about the right things and evaluate the right evidence. Do the metaphors cast wide beams of light or narrow ones? When do they cast light on important matters and when do the leave important considerations in the dark? Because it is so commonly applied to the economy and markets, the metaphor of machine is particularly interesting to investigate. Unfortunately, the machine metaphor breaks down (sorry!) in a number of situations and this has very significant implications for investing and risk management. We find evidence of the machine metaphor throughout business and investment communications. A company may be “grinding through” some challenges or an economy may be “running smoothly” or “running like clockwork.” In addition, the concept of momentum (which also stems from the physical sciences) is frequently used to characterize economies and markets. We find evidence in statements like, “the economy is humming along” or “the economy has strong momentum.” When we examine such statements carefully, however, we can gain insights into the breadth and direction of the “light beam” of the metaphor. For example, when I think of something as having momentum, I think of a semi tractor trailer flying down a mountain highway. The relevant principles behind momentum in this case come from the physical sciences. The constant and universal force of gravity exerts its pull on the truck. Since momentum is conserved (i.e., it persists until affected by an outside force), an outside force is required to change it. From this perspective, there is little about the notion of momentum that accurately describes what happens in an economy. For one, economic growth is not a “constant and universal force” like gravity is. It depends on a lot of things all of which change over time. Secondly, economic “momentum” is not conserved. An economy can, and frequently does, speed up or slow down largely due to factors within the economic system and not due exclusively to external factors. As a result, the simple use of the word “momentum” invokes a metaphor (physical sciences, loosely machines) that shapes how we think about the economy and in most cases in an unduly positive light. While the machine metaphor is often used in regards to economic output, so too is it applied to economic risks. For example, the Fed has talked of raising interest rates in order to “keep the economy from overheating,” just as one would apply brakes in a car to slow it down. In addition, The Fed has communicated goals of increasing rates when unemployment reaches a certain level, which invokes the image of a thermostat turning off the heat when a room hits the desired temperature. In both cases, the economy has proven far more dynamic and unpredictable than the Fed’s machine metaphor would suggest. Even with these inadequacies, however, the machine metaphor often performs well enough in periods of stability. The real problems arise over longer periods of time when stability is not a good baseline assumption. What is normal is that over time, significant disruptions occur and these events often violate the assumptions under which machines normally operate. In the physical world, extreme events such as earthquakes and tsunamis are well known disruptive events. In the economy, events such as geopolitical crises and rapid credit tightening are similarly disruptive. One of the most important qualities to understand about such disruptive events is that they aren’t predictable. As John Lewis Gaddis notes in The Landscape of History , “Poincare had been right; some things are predictable and some are not.” These types of events are not predictable namely because of complexity. While we can understand some of the preconditions for such events, there are just too many variables all interacting with one another. As Nassim Taleb noted in his book, Antifragile , “With complex systems, interdependencies are severe – you need to think in terms of ecology.” This insight goes a long way in explaining the biggest weakness of the machine metaphor: When disruptive events happen, the assumptions of smooth machine operation are often violated. An electric motor can run well in a dry environment, with normal temperatures, safe from disturbances, and with a reliable power source. However, if any one of these requirements change, the motor is likely to not run nearly as well or to not run at all. Taleb’s insight also goes a long way towards identifying a more robust metaphor, that of ecology. Gaddis corroborates this finding when observing that, “Historians have a web-like sense of reality, in that we see everything as connected in some way to everything else.” In this way, historians are especially well placed to piece together multiple variables often connected in surprising ways. In suggesting that, “History is arguably the best method of enlarging experience,” Gaddis is also effectively endorsing the ecology metaphor as the biggest flashlight with the widest beam. How can investors make use of this? First, investors can use metaphors to “enlarge their experience” and thus prepare their minds in the process. Think of the nuclear incident at Fukushima. The emergency power generators kept the cooling pumps working beautifully – right up until they were flooded by the tsunami. Normal operating conditions were violated. In a similar vein, investors can invoke the ecology metaphor to inquire as to how the environment might change and as to what wild things can happen or have happened that can cause serious problems? Among such possibilities, the massively interconnected and highly leveraged international finance system could certainly freeze up again. Inflation is not a problem now, but certainly could be an issue before the end of a long investment horizon. Fiscal deficits and high debt burdens also suggest a future of higher taxes. None of this is to say these things will absolutely happen. It is to say, however, that they are distinctly possible and if they do happen, normal operating conditions for conventional investment strategies are likely to be violated with significantly negative consequences for investors. This is essentially the same thing as developing situational awareness and is analogous to developing a tornado watch methodology. Second, investors can make sure to align their investment horizon with the most compatible metaphor(s). If one has a very long investment horizon, then one should manage his/her portfolio to withstand all of the crazy things that can happen over a very long period of time. As a guide, Taleb observes that “Nature likes to overinsure itself.” He even goes so far as to say that, “The secret of life is antifragility.” As a result, long term investors should focus first on avoiding devastating losses because the problem with fragility is that it “has a ratchetlike property – irreversability of damage.” By this logic, avoiding large exposures to assets that can plummet in value in certain situations and using insurance when it’s cheap make sense. Importantly, long term investors should remain firmly focused on the long term and the big picture. In other words, don’t manage relative performance day to day, quarter to quarter, or even over three year periods. They just aren’t long enough to provide useful perspective. As a reminder, the Fed last raised rates over eight and a half years ago, the ten year Treasury bonds currently yield under two percent (a threshold it never breached during the entirety of the Great Depression) and the Fed has increased its balance sheet over $3.5 trillion (over $30,000 per US household) since the beginning of 2008. Individually and collectively these conditions are not even remotely normal in the broader context of financial history and therefore provide an exceptionally poor basis of expectations for long term investors. In short, things are likely to change and quite possibly change dramatically over a long investment horizon. An avoidable mistake is to assume you can just plod along and indefinitely defer preparations for a very different future. Third, it’s useful to consider the fact that since metaphor is such a powerful force in shaping our view of the world, people often use it as a tool to mold our perceptions. Government officials, media talking heads, business leaders, and even investment managers may have incentives to tell a story or to persuade more than to inform. The pernicious consequence for investors as that people so motivated don’t even need to risk giving bad information; they can simply employ inappropriate metaphors. In fact, this may very well be the reason why we hear momentum used so frequently in describing economies and markets – because the metaphor itself creates an unduly positive perception. The main antidote to this reality is to scrutinize metaphors as being part of the message. On this note, twice in two days this week I’ve heard the suggestion of the S&P 500 hitting 3,000. I find this especially interesting because it seems to employ a gambling metaphor. Long term investors should be interested in valuations, fundamentals, risks, and tradeoffs. Specific targets for the S&P 500 aren’t really relevant to their process. More specifically, there is absolutely no reason why anyone should use record highs as the standard for long term investing. Alternatively, hitting 3,000 does sound like hitting the lottery and therefore suggests a gambling metaphor. Insofar as this is the case, long term investors can recognize such messages as being directed to a different group of people and as one devoid of salient information for them. By the same token, some discussions obviously employ the ecology metaphor which is more appropriate for long term investors. Gene Frieda, of Moore Europe Capital Management, provided a good example in a recent piece in the Financial Times . In writing that, “The roots of the recent return of financial market volatility are not in fundamental factors, but rather reflect the Tower of Pisa-like financial architecture that has grown in the wake of the global financial crisis,” Frieda is explicitly describing the fragile (Tower of Pisa-like) nature of the financial system and its relevance as an important environmental factor affecting volatility. In observing that, “Renewed volatility is forcing market participants to recognize just how much the structure of financial markets has changed since 2008,” he is recognizing how the nature of financial markets has evolved due to the interactions of participants with each other and with a different environment. Finally, Frieda notes that, “The cut in market liquidity creates an illusion of underlying strength to market rallies when some of the strength is a function of worsening market depth. To the extent investors and policy makers judge the strength of fundamentals by the behavior of asset markets, this has created a false sense of security – about the robustness of the US recovery and eurozone resilience to new shocks.” In doing so, he is clearly accounting for the possibility of disruption. In conclusion, it is difficult enough to get one’s arms around the investment environment when overwhelmed with massive amounts of information and distracted by countless cross-currents. As such, metaphor can be a useful and practical tool in distilling overwhelming detail into digestible nuggets of insight. But metaphors also have important limitations — which curious investors can use to their advantage. For one, investors can calibrate communications by the metaphors used to achieve a deeper understanding of the message. Further, investors can, and should, be selective in focusing on metaphors that align best with their investment philosophy and goals and importantly, to avoid those that are not well aligned. (click to enlarge) Disclosure: The author has no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. (More…) The author wrote this article themselves, and it expresses their own opinions. The author is not receiving compensation for it. The author has no business relationship with any company whose stock is mentioned in this article.