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NRG Energy (NRG) David Whipple Crane on Q2 2015 Results – Earnings Call Transcript

NRG Energy, Inc. (NYSE: NRG ) Q2 2015 Earnings Call August 04, 2015 8:00 am ET Executives Matt Orendorff – Managing Director-Investor Relations David Whipple Crane – President, Chief Executive Officer & Director Mauricio Gutierrez – Chief Operating Officer & Executive Vice President Kirkland B. Andrews – Chief Financial Officer & Executive Vice President Christopher S. Moser – Senior Vice President-Commercial Operations Kelcy Pegler – President-NRG Home Solar Analysts Dan L. Eggers – Credit Suisse Securities (NYSE: USA ) LLC (Broker) Stephen Calder Byrd – Morgan Stanley & Co. LLC Greg Gordon – Evercore ISI Michael J. Lapides – Goldman Sachs & Co. Julien Dumoulin-Smith – UBS Securities LLC Steven Isaac Fleishman – Wolfe Research LLC Jonathan Philip Arnold – Deutsche Bank Securities, Inc. Operator Good day, ladies and gentlemen, and welcome to the NRG Energy Second Quarter 2015 Earnings Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. As a reminder, this conference call is being recorded. I would now like to turn the conference over to Matt Orendorff, Managing Director of Investor Relations. Please begin. Matt Orendorff – Managing Director-Investor Relations Thank you, Latoya. Good morning, and welcome to NRG’s second quarter 2015 earnings call. This morning’s call is being broadcast live over the phone and via webcast, which can be located on the Investors Relations section of our website at www.nrg.com, under Presentations & Webcasts. Because this call will be limited to one hour, we ask that you limit yourself to only one question with one follow-up question. As this is the earnings call for NRG Energy, any statements made on this call that may pertain to NRG Yield will be provided from NRG’s perspective. Please note that today’s discussion may contain forward-looking statements, which are based on assumptions that we believe to be reasonable as of this date. Such statements are subject to the risks and uncertainties that could cause actual results to differ materially. We urge everyone to review the Safe Harbor statement provided in today’s presentation as well as the risk factors contained in our SEC filings. We undertake no obligation to update these statements as a result of future events, except as required by law. During this morning’s call, we will refer to both GAAP and non-GAAP financial measures of the company’s operating and financial results. For the information regarding our non-GAAP financial measures and reconciliations to the most recently comparable GAAP measures, please refer to today’s press release and this presentation. With that, I will now turn the call over to David Crane, NRG’s President and Chief Executive Officer. David Whipple Crane – President, Chief Executive Officer & Director Thank you, Matt, and good morning, everyone. Thank you for joining us an hour earlier than our usually 9:00 scheduled time. As always, joining me today are Kirk Andrews, our Chief Financial Officer, and Mauricio Gutierrez, our Chief Operating Officer and President of NRG Business. Both of them will be giving part of the presentation. Additionally, Chris Moser, the Head of Commercial Operations; Elizabeth Killinger, the Head of NRG Home Retail; and Kelcy Pegler Jr., the Head of NRG Home Solar are joining me and will be available to answer your questions that pertain to their parts of our business. So, starting with the slide deck on slide 3, if you’re following along with that, I’m pleased to announce today that NRG has continued the positive momentum started in the first quarter of the year by reporting second quarter adjusted EBITDA of $729 million, which gives us $1.569 billion of adjusted EBITDA through the first half of 2015, and keeps us on track to achieve a full year result comfortably within our $3.2 billion to $3.4 billion guidance range, notwithstanding the very challenging commodity price environment that we have been in for the entire year. As noted in our press release, this favorable financial result has been spearheaded by our retail franchise, led by Elizabeth Killinger and her retail management team, who have gone from strength to strength not only preserving healthy retail margins, but also by retaining and acquiring customers at rates that have exceeded both our expectations and previous year’s performance. Of course, this good financial news has been significantly tempered by the fact that, to date at least, our shareholders haven’t benefited from our improvement in year-on-year financial performance, as our share price, like others in our industry, is significantly down since the beginning of the year, and since our second quarter 2014 call 12 months ago. What this means, of course, taking the liberty of converting our adjusted EBITDA to free cash flow off page, is that we are now trading at a price that implies a mid-teen free cash flow yield, actually 16% for 2015. And the good news is that given the consistency of our base load hedging program and the strength of our core wholesale/retail combination, we are confident that were these share prices to persist, we would continue to be realizing mid-teen free cash flow yields, if not higher for the remainder of the decade. As we look ahead over the remainder of the year, we see more reasons for optimism and even bullishness. And those are listed on this page. We expect significantly more proceeds from NRG yield dropdowns, fueling more buybacks, more delevering and more reinvestment in contracted assets. There’s the long awaited PJM auction, occurring in just a few days, that under the new rules places a financial premium on dependability and should favor an operator like ours that operates a fleet, does so reliably and includes power generation facilities not dependent on an interruptible gas supply, like many others in the market. There is our home solar business, which is ramping up quickly, our daily bookings 90% higher at the end of the second quarter than at the first quarter. And we’re achieving almost all that having barely begun to scratch the all-important California home solar market. And finally, there’s the fuel conversions and other fleet repositioning projects that are proceeding at pace and remain on track to come on line over the balance of 2015 and calendar year 2016 with a significant dropoff in capital spend to follow and the commensurate increase in free cash flow yield. All in all, it’s an optimistic picture for NRG that belies the market pessimism arising out of the low commodity-price environment currently gripping the entire NRG commodities complex. Kirk and Mauricio will talk more about these financial results and the stellar operating performance that underpins them. Plus, they will discuss what’s to come in terms of dropdowns, PJM auctions, home solar bookings, and plant conversions. But before I turn it over to them, let me make just a couple more points. Turning to slide 4. Speaking today as we are one day after the president’s announcement of his clean power plan, it seems clear to us that the one true path for an incumbent power provider like us is to build an edifice of new clean energy technologies, capabilities and assets on top of a rock-solid foundation of multi-fuel, multi-market across the (6:51) conventional generation. In doing all this, timing matters. We and the rest of the industry continue to bear the responsibility for keeping the lights on in the short- to medium-term, which in turn depends for the foreseeable future on the sustained excellence we have demonstrated in the reliable operations and maintenance of our conventional fleet. But to prepare for the future as a 21st century energy company, there are three essential capabilities which we need to continue to strengthen and grow. First, there is retail. There simply is no substitute in the coming age of energy choice in personal energy alternatives to having a positive energy relationship with the end-use energy consumer. And the more end-use energy consumers we can have a relationship with, the better. Second, renewables. And by renewables I mean mainly solar as the future is going to be increasingly solar-powered and increasingly distributed. If you think about it, it’s amazing how quickly we have gone from hearing how prohibitively expensive solar power is just a couple of years ago to how often we don’t hear about how expensive it is now. And third, there’s the yield vehicle, because even with the recent market glut yield paper and the ensuing sell-off, NRG Yield still provides us with a competitive cost of capital to deploy for contracted assets that our immediate competitors cannot match. So while some of our competitors have taken steps in our direction and certainly more will have to follow if they wish to be relevant deeper into the 21st century, at NRG we have been building these capabilities for six years now and are more equipped than anyone to not only address the changes in the industry but to make them our competitive advantage. We have had advances and we have had setbacks, but as we sit here in the middle of 2015, I feel confident that we are advancing on all fronts, gathering momentum as we go. And as we go, our principal focus remains to ensure that our shareholders realize the value of what we have been building and will continue to build in the months and years to come. Finally, on slide 5, I reiterate the principles articulated on our previous earnings call. Quantifying how we are thinking about capital allocation in connection with building a clean energy business on the foundation of a conventional generation platform, we are, as Kirk will talk about later, on track this year to adhere to the 70/20/10 guideline, which governs the balance of our capital reinvestment strategy, between reinvesting in our foundational strength of conventional generation assets and investing in the newer customer-facing, clean energy businesses that we have been building on top of our base. And so with that, I’ll turn it over to Mauricio. Mauricio Gutierrez – Chief Operating Officer & Executive Vice President Thank you, David, and good morning. Following on the good start we had for the year, our integrated portfolio delivered another quarter of strong results, allowing us to reaffirm guidance for the full year. These highlight the strength of our diverse generation portfolio and complementary wholesale/retail model despite the fact that commodity prices remain close to half of what they were last year. The hedging program and risk-management activities executed by our commercial team protected the value of our wholesale business while our retail business outperformed expectations through good margin management and lower supply costs. This quarter is yet again another example of how our complementary business model performs well under adverse price and weather scenarios. During the quarter, we increased our hedge levels in 2016 and 2017, effectively protecting our earnings for the next two years. This is particularly important over the next 18 months as we progress through higher than average CapEx years while executing our asset-enhancement strategy, which I will cover in more detail in a minute. This strategy positions our portfolio to benefit from critical market developments like PJM’s capacity performance, which will be implemented later this month. Moving on to our traditional operational metrics on slide 7. We had another quarter of top quartile safety performance with 151 out of 167 facilities without a single recordable injury. Conventional generation was down 6% versus the same period last year, driven primarily by an unusually active plant outage season and soft commodity prices. The soft prices significantly influenced the units dispatched throughout our fleet, resulting in an 18% decrease to base load generation relative to the same quarter last year. This was partially offset with a 52% increase in our gas and oil fleet output over the same period. On a regional basis, Texas generation was higher by 8% thanks to better performance by STP and our gas portfolio, while the East and South Central were lower due to some faulty gas switching and environmental retrofit outages. The operations team remained focused throughout the spring, completing 173 planned outages, including complex environmental compliance and repairing outages. Despite the reduction in generation and service hours, our base load units availability improved and performed when the market needs them. Slide 8 provides a more detailed update on the progress made on our development and asset optimization efforts. It’s been an important six months. In the first quarter, we completed the environmental retrofit at Big Cajun, Parish and Limestone. This quarter, we completed the coal-to-gas conversion at Big Cajun II Unit 2, just in time for the important summer months, and the environmental retrofit at Waukegan 8, Sayreville and Gilbert. We also restored 388 megawatts of incremental capacity in the premium, lower Hudson Valley capacity zone in New York at very attractive economics. This was the direct result of the market providing the right price signal required to have not only reliable capacity but increased fuel certainty and fuel flexibility in a high-demand zone. Turning to slide 9, the second quarter was another strong quarter for NRG Home where we delivered the best second quarter results for the retail segment since NRG’s purchase of Reliant retail in 2009. Total customer count was in line with expectations with a decline of 18,000 customers, driven by less than expected attrition from the lower-margin, northeast Dominion customers that we acquired last year. When excluding those contracts, the recurring customer count grew in Texas and the East by a total of 19,000 customers, demonstrating the continued strong momentum we achieved in attracting and retaining customers with innovative products and services. One of the reasons for our strong retail performance has been the subdued wholesale prices in ERCOT, our largest retail market. Very little has changed since the last update, as you can see on slide 10. Demand in ERCOT remains strong with close to 2.5% growth for the quarter despite lower oil prices, as you can see on the upper left chart. While we have tempered our expectations for the balance of the year, we have yet to see the impact of on-power demand. On the supply side, there are not many new projects beyond the ones announced on the back of potential capacity market and cost advantage brownfield development. As you can see on the lower left hand chart, both historical and forward spark spreads now expanding over seven years do not support the economics of (14:38) brownfield projects. This will not only make future projects less likely but also puts existing plants at risk of mothball or shutdown. This supply rationalization prompted by economics and potential stricter environmental rules could tighten the fundamentals even more so and increase the probability of scarcity prices sooner rather than later. While our large, low-cost and environmentally controlled portfolio remains competitive and well-hedged for the next two years, we will not hesitate in making the right economic decision on behalf of our shareholders if the market continues to behave in such an erratic way. For now, all eyes are on next week with temperatures rising in Texas over 100 degrees for several consecutive days. Now moving to our hedging disclosures on slide 11, we continue our focus towards the next two years and have significantly increased our hedge levels to 84% in 2016 and 40% in 2017, effectively reducing our commodity risk and cash flow variation for the next two years. On the fuel side, we continue to see decreases in commodity cost, fuel surcharges and transportation cost. We continue to work closely with our coal supply chain partners to layer in additional hedges to balance our power sales. Our commercial team has done a great job in insulating us from the recent drop in gas and power prices and has contributed significantly to our retail outperformance by effectively managing supply cost. They are now focused on the remainder of the summer and getting ready for the upcoming PJM capacity performance auction. So a few words on the PJM auction on slide 12. As you all know, FERC approved the PJM capacity performance proposal in June. While we were disappointed by the delays in the transitional auction, the time line is now set for the base residual auction, with the transitional auctions likely to happen in early September. We have listed some of the main variables that participants will take into consideration during these auctions, which could provide some direction on price expectations. We have not been shy on our support for a stricter capacity market that ensures reliability. As with any competitive market, there will be winners and losers. A characteristic of our portfolio in terms of fuel certainty, reliability, and scale, which allows us to better manage the penalty risk of underperformance, puts us in a great position to significantly benefit from this necessary change in the market and recognizes the value that our portfolio brings to the system. So, to close, the prospects of improved capacity markets, a diverse and environmentally controlled portfolio, complemented by retail and opportunistic risk management activities, has the foundation for strong results during this low commodity cycle and sets us up for even stronger results in the medium to long run. With that, I will turn it over to Kirk. Kirkland B. Andrews – Chief Financial Officer & Executive Vice President Thank you, Mauricio, and good morning, everyone. Beginning with the financial summary on slide 14, NRG delivered a total of $729 million in adjusted EBITDA for the second quarter and over $1.5 billion through the first half of the year. Our second quarter results were highlighted by a record $204 million in adjusted EBITDA from Home Retail, a 30% year-over-year increase, yet again highlighting the success of the integrated business model as results improve due to favorable supply costs. Business and Renew combined for $338 million in EBITDA for the quarter, while NRG Yield, which was impacted by historically low wind speeds which continued through quarter-end, contributed $187 million. Despite the subdued summer power prices and a reduction in expected wind production over the balance of the year, thanks to strong Home Retail performance combined with effective wholesale hedging, we are again reaffirming our guidance ranges of $3.2 billion to $3.4 billion in adjusted EBITDA and $1.1 billion to $1.3 billion in free cash flow before growth for 2015. As the next step towards achieving our objective of $600 million in dropdown offers to NRG Yield during 2015, on July 24, we offered Yield the opportunity to acquire a 75% stake in a portfolio of 12 wind projects, consisting primarily of assets acquired as a part of the EME transaction. Subject to approval by NRG Yield’s independent directors, we anticipate the 75% stake will close by the end of this quarter with the remaining 25% to be offered in 2016. We expect this transaction, combined with completed and ongoing dropdown from business-to-business distributed solar and residential solar to result in approximately $300 million in incremental proceeds from NRG Yield through September 30. Finally, during the quarter, NRG completed $107 million in additional share repurchases, which when combined with our quarterly dividend amounts to $156 million in capital return to shareholders during the quarter. We have $51 million in remaining share repurchase authorization, which we expect to be augmented by an additional $200 million in repurchase capacity or one-third of our targeted $600 million in dropdowns based on our previously announced capital allocation program for NRG Yield Proceeds. Turning to an update on 2015 NRG Capital Sources and Uses on slide 15, and moving from left to right, NRG expects approximately $3.8 billion in cash available to fund capital expenditures, debt repayment and return to shareholders during all of 2015. That cash basically consists of three components. First, excess cash at year-end 2014, which is net of minimum cash reserved for liquidity. Second, 2015 operating cash flow, which is basically the midpoint of our free cash flow guidance prior to deducting maintenance and environmental CapEx. And third, expected cash proceeds from NRG Yield, which we continue to expect to be approximately $600 million. 2015 capital expenditures, as shown in the second column total approximately $1.7 billion, and include both maintenance and environmental CapEx, as well as growth investments, as a part of capital allocation. As we reviewed last quarter, about 70% of these capital expenditures represent reinvestment in our core generation fleet. This includes approximately $800 million in maintenance and environmental CapEx to ensure reliability and environmental compliance across the fleet, while the remainder is allocated toward growth investments, primarily fuel conversions at GenOn to help ensure both ongoing eligibility for capacity payments and environmental compliance. About 20% of 2015 CapEx is being invested in long-term contracted projects, which we expect will ultimately be dropped down into yield. And finally, slightly less than 10% is allocated toward high growth investments like eVgo and our Carbon 360 project in Texas. The remaining $2.3 billion in 2015 capital funds the balance of capital allocation. Over $1.2 billion, or slightly more than half of this amount, is allocated equally towards debt reduction and return of capital to shareholders in 2015. This includes the expected impact from our capital allocation program relative to anticipated proceeds from yield. Over $600 million is expected to be returned to shareholders during 2015, and represents more than half of NRG’s 2015 free cash flow before growth guidance. This consists of NRG’s $200 million annual dividend, nearly $190 million of shares already repurchased with $51 million in remaining authorizations and up to $200 million in expected additional capacity related to the anticipated proceeds received from NRG yield. We expect approximately $900 million of remaining excess capital. $500 million of this excess is at the GenOn level, which we expect will help fund the completion of our fuel conversion projects across that part of the fleet beyond 2015. The remaining capital at NRG will be available either for additional allocation in 2015 or to help support capital commitments in 2016 towards the NRG portion of the 70/20/10 capital mix. Turning to slide 16. I’ve provided an illustration to help underscore a point we first raised during our Investor Day and which has been an ongoing focus of discussions with many of you over the course of the year. In short, the expected decline in NRG’s maintenance and environmental CapEx over the next few years as we complete the Midwest generation environmental projects provides a powerful cushion to help sustain the robust free cash flow which has long been a cornerstone of the NRG story. In order to highlight this point, we have assumed consensus adjusted EBITDA estimates beyond 2015 for illustrative purposes only, which when combined with interest payments remaining relatively constant and the expected substantial decline of over $400 million in annual maintenance and environmental CapEx by 2017, demonstrates NRG’s ability to sustain robust free cash flow despite the near-term decline in EBITDA implied by these consensus estimates. Importantly, our free cash flow is prior to the expected ongoing receipt of drop-down proceeds from NRG Yield, which, based on over $165 million in remaining right of first offer CAFD and an illustrative 8% yield, implies over $2 billion in proceeds from future drop-downs, (24:37) significantly augment this compelling cash flow story. With that, I’ll turn it back to David for Q&A. David Whipple Crane – President, Chief Executive Officer & Director Thank you, Kirk. And Latoya, I think we’ll go directly to answering everyone’s questions. Question-and-Answer Session Operator Thank you. And the first question is from Dan Eggers of Credit Suisse. Your line is open. Dan L. Eggers – Credit Suisse Securities ( USA ) LLC (Broker) Hey. Good morning, guys. Just can you maybe help us understand, I guess, when we should expect the board to think about authorization of expansion of the share buyback program? And then that $400 million that Kirk laid out in his slide, how you guys are looking at using that capital? And when do you think you might come to terms with what to do with it this year? Unknown Speaker Kirk, do you want to? Kirkland B. Andrews – Chief Financial Officer & Executive Vice President Well, as to the $400 million, the second half of your question, Dan, as I indicated, that is available for further allocation in 2015. We have, including the anticipated impact from the dropdowns of yield, over $250 million remaining repurchase capacity, which obviously gives us the ability to utilize that towards share repurchase over the balance of the year. As we continue to execute on those share repurchases, we would look at that remaining $400 million as additional capital allocation as we complete those share repurchases either towards additional growth CapEx or, if compelling, to augment our share repurchases subject to approval by the board. It’s also, of course, available to fund the remaining growth capital, which, pursuant to our conversation in the first quarter, is still relatively robust in 2016 in similar amounts as the 2015 numbers across the 70/20/10 complex. Dan L. Eggers – Credit Suisse Securities ( USA ) LLC (Broker) Okay. And I guess even if you look at – as you guys showed the mid-teens free cash flow yield on this year’s numbers, how you rank out the return profile of other investments you’re making, whether it be on the more green side of the business, the conventional side, versus the free cash flow yield being offered in the stock particularly as you look out over the forward years where that number seems to get bigger? Kirkland B. Andrews – Chief Financial Officer & Executive Vice President Well, I think our approach certainly through returns on any capital allocation towards growth investments is done on a risk-adjusted return basis. So when we look at contracted assets, which are obviously earmarked for yield, certainly they reflect the lower cost of capital as yield. But specifically and looking at more conventional traditional investments that comport with kind of the core generation portfolio, we do, and then our discussions with the board are informed by our current share price, which I’ve said in past conversations represents an opportunity cost. And so we look and proactively compare the risk-adjusted return on our own portfolio as represented by the opportunity to deploy capital towards repurchases, relative to the risk-adjusted return we see in similar investments on growth investments, and that’s exactly the way we think about that comparison on an apples-to-apples basis on growth investments versus repurchasing or expanding repurchases of our own stock. Dan L. Eggers – Credit Suisse Securities ( USA ) LLC (Broker) Okay. So the view is that the investments you’re making are risk-adjusted as compelling as buying back share at the margin today? Kirkland B. Andrews – Chief Financial Officer & Executive Vice President Yes. Dan L. Eggers – Credit Suisse Securities ( USA ) LLC (Broker) Okay. Thank you, guys. Operator Thank you. And the next question is from Stephen Byrd of Morgan Stanley. Your line is open. Stephen Calder Byrd – Morgan Stanley & Co. LLC Good morning. David Whipple Crane – President, Chief Executive Officer & Director Good morning, Stephen. Stephen Calder Byrd – Morgan Stanley & Co. LLC I wanted to talk about Texas a bit. Mauricio, you had mentioned just given the very low prices that we’re currently seeing that, over time, NRG wouldn’t hesitate to make the right decisions for shareholders, but you also noted you’ve got an excellent hedge position. When you think about the pain caused by low prices, there are obviously others that have generation assets in the state. Many of those assets are not in full environmental compliance. When you think about sort of the pain and how that may shake out, how do you think about your portfolio relative to the competition in the state? And sort of over time, would it be likely that others would effectively feel that pain first and there’d be some more rationalization or how should we think about that? Mauricio Gutierrez – Chief Operating Officer & Executive Vice President Hey. Good morning, Stephen. I think as I said on my remarks, and I will re-characterize it again. Our portfolio – the scale of our portfolio, the size of our plants, they are environmentally controlled, and they’re in the low cost of the stack. We think that we are very – pretty well-positioned to weather this low commodity price scenario, and we expect to see other portfolios succumb to these very low prices. Just look at the second quarter as an example. I think you would agree with me that prices were significantly low with gas tinkering around $2.50 per MMbtu. I mean, our generation was higher in Texas quarter-over-quarter from last year to this year. And if you dig deeper, our coal generation was just slightly lower; I would say less than 5%. So we really didn’t see a lot of coal to gas switching in our coal suite. On the other hand, our gas and oil units increased by over 60% in Texas, so that tells you the strength of our portfolio and the cost-competitive advantage that we have. So I guess my point is: look no further to Q2 to just give you a glimpse on how competitive our portfolio is vis-à-vis other portfolios and, yes, while the hedges gives us a runway for two years and protects the financial outlook of our portfolio, keep in mind that we dispatch our units against market prices, not necessarily against whatever hedges we put in place. Stephen Calder Byrd – Morgan Stanley & Co. LLC That’s great color. Thank you. And then, just shifting over to solar. I wanted to talk about the cash drag from growth in solar. You’re making a big push into California. Should we think about the cash drag as subsiding in 2016 as you start to get in – get larger scale and some of those costs start to play (31:18) in your scale increases? How should we think about that cash drag? David Whipple Crane – President, Chief Executive Officer & Director Stephen, well, first of all, you obviously correctly identify, I think, where that extra cost is is that as we look at our options to create a stronger positioning in the California market, which, as you well know is more than 50% of the total Home Solar market in the United States, you could acquire your way in, in which case, based on recent market comparables, you would have to pay an enormous premium, or we chose a different approach, which as you said is to go for a bit of a marketing and surge in. Certainly, as we sit here today, we don’t have reason to believe that that’s a recurring cost that we’ll have to duplicate every year, but we’ll see how it goes. But it was more planned as a one-off just to get the ball rolling to get the momentum. Kirk, did you want to add to that? Kirkland B. Andrews – Chief Financial Officer & Executive Vice President The only thing I’d add is, given what we have in place currently with Yield, which we intend to continue and ramp up the pace of as our pace of installations begins to grow. But proceeds, and more importantly, the comparative proceeds from the combination of NRG Yield and tax equity relative to the capital cost to put those leases in place – as I laid out, that first 13,000 leases results in approximately $100 million of proceeds from those two sources in excess of that capital – building that volume of installation in an order of magnitude so that the aggregate premium proceeds, if you will, meet and then ultimately exceed that overhead cost. And our expectation is that will be the way that that offset or the positive cash flow ultimately comes to pass at NRG, especially as we move into 2016 and our volume and the installations move commensurately higher to offset and exceed that fixed overhead, including marketing and G&A. Stephen Calder Byrd – Morgan Stanley & Co. LLC That’s very helpful. Thank you. Operator Thank you. The next question is from Greg Gordon of Evercore ISI. Your line is open. Greg Gordon – Evercore ISI Thanks. Good morning. David Whipple Crane – President, Chief Executive Officer & Director Good morning, Greg. Greg Gordon – Evercore ISI One ticky-tack question. The free cash flow before growth number hasn’t changed despite the surge in spending in California because there’s a reduction in what you’re – in one of the other line items which was – and so, can you explain what that is, that offset? I’m looking for it in the slides here. Bear with me a second. It was with distribution to non-controlling interests. Sorry. Kirkland B. Andrews – Chief Financial Officer & Executive Vice President Yeah. There is a slight change in distributions to non-controlling. It’s just some of that has to do with timing. Some of it has to do with one of the tax equity facilities that we inherited as a part of the EME transaction. But overall, in 2015, in particular relative to, let’s say, 2014, the benefits we get from the reduction in net working capital, in particular as you’ll recall, we built greater inventories specifically on the oil side, as well as on the coal side moving into 2015. As we move throughout the year, we benefit from the fact that we have less investments in working capital and, in fact, a reduction in working capital, and that helps to serve to offset some of that increase in Home Solar cash flow. Greg Gordon – Evercore ISI Great. And, David, I just wanted to ask you a bigger picture question. It’s on a lot of people’s minds given the significant decline in the share price. I personally think that there’s dis-synergies for doing some sort of aggressive corporate separation to reposition the company to be more attractive to investors who want a pure-play green-co versus, let’s say a pure-play brown-co? I think the sum of the parts are greater than their whole. So I agree with your perspective on it, but how long do you wait before you sort of say, look, the market is not realizing the value and even though there are just synergies to creating pure play, that’s the way we need to go? David Whipple Crane – President, Chief Executive Officer & Director Well, Greg, I mean, you sort of hit the question on the head. The first thing I would say is: I agree with you that there is, while it may not be immediately apparent there, there is actually industrial logic to keeping the conventional side of our business to get the renewable side, together with the renewable side. And I tried to allude to that in my comments. The world of energy is trending green at a very decisive pace, but the one thing that trumps being green for everybody is making sure that the lights stay on, making sure that you have electricity. And the best companies that can do that, given the fundamental intermittency of renewable power, companies are doing both conventional and doing green. So the industrial logic to me favors the path that NRG is on. But we are a public company, and we suffer whether you call it the conglomerate discount or the constant refrain that we hear that we are more complex than some of the people that Wall Street can invest in. So we have to – value maximization for shareholders is what being a public company is about. So I can’t put a precise date on it, Greg. What I would tell you is: it’s a combination of when does it become clear that Wall Street has difficulty digesting the idea of a conventional company going green. But the second half of the equation is having a green company within NRG that not only can survive on its own feet as a public company but can win the battle field, can be as competitive as possible. So what we’re about right now in 2015, and I think we’re making great progress, is building – everything within our portfolio is strengthening every day. And when we get to that point, and I don’t think we’ll get to that point in 2015. And I would say probably in 2016 if we have, as you say, the sum of the parts where each of the parts or some combination of the parts is strong enough and if that’s the path that is going to result in shareholder value maximization, then we’ll take it at that time. So we’re looking at it every day. Everything’s on the table, but right now the instruction within the company that everyone here at this table will say is: the primary focus for everyone is building the strongest business that they possibly can in the area that they compete in. Greg Gordon – Evercore ISI Thank you, David. David Whipple Crane – President, Chief Executive Officer & Director Thank you. Operator Thank you. And the next question is from Michael Lapides of Goldman Sachs. Your line is open. Michael J. Lapides – Goldman Sachs & Co. Yeah. Hey, guys. One question, just trying to think through the hedging detail you provide in the back of the slide deck. You’ve basically increased the amount of hedges kind of pro rata but decreased significantly the hedged price. Is there a scenario where you would just say: you know what, I think the market’s wrong; I’m willing to stay a lot more open than maybe I am currently. And kind of taking more of a directional view relative to continue hedging at what seemed like depressed pricing? David Whipple Crane – President, Chief Executive Officer & Director Michael, it’s a good question and I can always count on you to try and ask another hedging question that you know Mauricio and Chris won’t answer with any specificity. But nonetheless, here they go, not answering your question. Christopher S. Moser – Senior Vice President-Commercial Operations Yes. Sadly, actually, I had an answer to the question. David Whipple Crane – President, Chief Executive Officer & Director Oh, you have an answer. Christopher S. Moser – Senior Vice President-Commercial Operations Yeah. Not to throw a wrench into that, now I don’t know – okay. So what you have to think of, Michael, is, first, yes, of course, we take an opportunistic view on the hedging and we will leave things open if we think it’s not priced very well. But in direct answer to your question, some of the hedging that happened between Q1 and Q2, you have to remember – yeah, between Q1 and Q2, you have to remember that we have assets in a lot of different markets, and some of the markets are higher priced than others. So to the extent that we are hedging in areas which are not as highly priced, you’re going to see the average hedge price come down. Mauricio Gutierrez – Chief Operating Officer & Executive Vice President And Michael, just, I mean, keep in mind that the hedging decisions are not just based on a directional view on the commodities. It’s also a combination of the free cash flow profile that we want to have and, honestly, the absolute level of CapEx. So in the next two years, we’re executing a significant amount of environmental retrofits and repositioning our portfolio to benefit from very positive market developments. We felt compelled to really have more visibility in these two years. But make no mistake, I mean, if – when you go out 2017 and beyond, we’re very open and I think that basically tells you a little bit our point of view in terms of the future of commodity prices. Michael J. Lapides – Goldman Sachs & Co. Understood. One quick environmental CapEx question. We’ve seen one or two of your peers, when talking about long run environmental CapEx, they kind of have the post-MATS skip in the 2017-2018 timeframe but then a little bit of a re-ramp due to coal ash and maybe one or two other items. Can you just give an update on where you stand position-wise for that? Mauricio Gutierrez – Chief Operating Officer & Executive Vice President Yes, Michael. Look, I mean, when you look at the environmental regulations that we know now, MATS, CSAPR, we feel that the CapEx that we have provided to the Street is what we’re going to require to be compliant. When you think about the other rules, and you talked specifically about ash, there’s two things that I should remind you and investors. Number one is it was a very positive development to see EPA not to have ash as hazardous materials. And then, number two, that we at NRG don’t necessarily have final disposal of wet ash in the company. I mean, it’s hard to tell what would be the impact of the ash rule right now. From what I can see now, probably will be in the tens of millions, not in the hundreds of millions, but that’s going to depend on the testing and the monitoring systems that we’re going to put in place or that we’re going to go through in the next two to three years before we need to put a compliance plan or a mediation plan by 2018. So I don’t expect to see the same ramp-up of environmental CapEx that we’ve been through the last couple of years and that we’re going through right now beyond 2017. Michael J. Lapides – Goldman Sachs & Co. Got it. Thanks, guys. Much appreciated. David Whipple Crane – President, Chief Executive Officer & Director Thanks, Michael. Operator Thank you. And the next question is from Julien Dumoulin-Smith of UBS. Your line is open. Julien Dumoulin-Smith – UBS Securities LLC Hi. Good morning. David Whipple Crane – President, Chief Executive Officer & Director Good morning, Julien. Julien Dumoulin-Smith – UBS Securities LLC So, first quick question, maybe to follow up on Greg a little bit. As you’re thinking about the potential to break apart this business, what is the gating item? Is it really going to be a decision around how the Street perceives the company or is it more around reaching maturation in the business itself? So I suppose the key question here is: given the cash burn associated with NRG Home this year, how do you think about the spin of a company that has cash burn this year and prospectively ran south (43:29)? What’s the idea? How much – what’s the ideal timing? How long do we need to wait? David Whipple Crane – President, Chief Executive Officer & Director Well, the specific question about the cash burn, Kirk will add to that. But I mean, the other factors you mentioned, what are we are waiting for or what’s more important in terms of timing, the industrial logic or Wall Street receptivity or lack of receptivity to the company as it is currently structured. It’s really hard to weigh those two since they are both important variables. I’d say there is actually a third variable, Julien, which is how receptive is the company to, let’s call it, a green NRG based on what we see with other companies out there. Because, obviously, there are pure play solar companies out there which sometimes seem to be in great favor and other times it would be seen in less favor. So it’s really those three factors that we have to weigh all at once. I mean, for now, I mean, from our perspective, the key is to get ourselves in a position where we have the option to do something like that in fairly short order and then see how it goes. In terms of the impact of the cash burn on the overall decision, Kirk, do you want to specifically address that? Kirkland B. Andrews – Chief Financial Officer & Executive Vice President Well, what I would say is, as I mentioned in response to Greg Gordon’s question earlier, that is: we are focused on the same thing with the Home Solar business with NRG that we would believe any pure play investors should be focused on. And that’s demonstrating the ability to monetize those leases at a compelling premium that meets and exceeds the amount of operating cash flow drag we have there. So we are focused on building those volumes and demonstrating the ability that that pace of installations is on a trajectory and a run rate that will allow us to demonstrate the ability to do exactly that, and that is have the proceeds from monetization exceed the operating cash flow so that the comprehensive cash flow story is a positive and growing one. Julien Dumoulin-Smith – UBS Securities LLC Excellent. And perhaps the follow-up, just to think about the investment, the $175 million in NRG Home, and both in terms of targets, how are you ramping as you think about the expansion in California? How does that jibe relative to what you discussed earlier this year at the Analyst Day? And then separately, related to that, to what extent is your NRG Home disclosures and prospective cash flows coming from these leases somewhat similar? And can we think about it in terms of guiding forward to peers in terms of the cash flow generated by these leases (46:23)? Kirkland B. Andrews – Chief Financial Officer & Executive Vice President Well, on the second component of that question, Julien, if I understand you correctly, partially because we believe given that NRG, as I went through on the final slide of my presentation, is all about free cash flow, that’s part of the reason why we have focused on telling the story around Home Solar as a comprehensive positive cash flow story along the lines of what I just discussed. That is, the receipt of proceeds from monetization of leases exceeding the operating cash flows is what we’re focused on, rather than necessarily focusing on the residual value on a per-watt basis. And so that is the reason why we’ve kind of talked about things in that fashion. And as we move closer, and I’ll ultimately give guidance in 2016, you should expect to see us provide you at least a more comprehensive view as we ramp into higher volumes in 2016 as to how that plays out in that positive cash flow story. I’m not sure if that answered completely your question. I may ask you to repeat the first part of it because I’m not sure I exactly followed what you’re asking in the first piece of it, Julien. Julien Dumoulin-Smith – UBS Securities LLC Yeah. I simply asked: how are you doing relative to the targets you laid out at the Analyst Day given the decision to move into California? David Whipple Crane – President, Chief Executive Officer & Director Well, what I would say, compared to where we were on Analyst Day, and, Kelcy, I don’t know if you want to add to this, is as we disclosed on the last quarter call, I mean, when we were at Analyst Day, we gave sort of a target for the year. Since our business is an East Coast business that – which the strongest sales channel is door-to-door – we got off to a very slow start with the weather situation in the East. So I would say, in terms of achieving the total number of installations or bookings over the year that we talked about in the Analyst Day in January, it’s probably too early to say whether we’ll get fully where we wanted to get because it was a very ambitious goal. So to get there from where we are now is a long putt. But in terms of the rate of growth, our – by the end of second quarter on sort of a daily run rate, we were up 90% over the end of the first quarter. So we’re sort of blowing and going in terms of our momentum. And that’s really before hitting California. And so, California is upside to that. Kelcy, do you want to add to that? Kelcy Pegler – President-NRG Home Solar No, I think what’s been discussed here today is we are a growth business, positioned in this sophisticated corporation. And we’re tasked with building the strongest and most sustainable Home Solar business with what’s complete awareness for our position in the space with our pure play competitors. But really, we’re resolved in building a long-term sustainable approach around some of the competitive advantages that we have and certainly the customer base that exists. I think the past year, what we’ve seen is the top tier has really come into focus. A year ago, if you said: who are the top tier players; there’d probably be double-digit companies that were vying to be included in that. Today, I think what you’ve seen is this top tier, which would be four or five companies, gain share, us included in that. And the rest of the space has moved backwards. So we’re pleased with the success we have, which has mainly been built on our East Coast performance, and we’re excited about a lot of the seeding and developments that we’ve done in half one, that we believe will deliver results. And that conviction is built on best months in business consecutively both June and July. So we have a lot to be optimistic about. Julien Dumoulin-Smith – UBS Securities LLC Great. Thank you. David Whipple Crane – President, Chief Executive Officer & Director Thank you. Operator Thank you. The next question is from Steve Fleishman of Wolfe Research. Your line is open. Steven Isaac Fleishman – Wolfe Research LLC Yeah. Hi. Good morning. Just on the PJM auction and your conversions, do you still have flexibility to kind of adjust your conversion plan in the event the auction goes one way or the other, or are you kind of full bore no matter what? David Whipple Crane – President, Chief Executive Officer & Director The answer to that question, Steve, is the shortest answer I’ve ever given on a – is yes. We have flexibility. And you are right in assuming that the auction represents an important set of indicators for us. So, yes, you’re right. The next month is important and decisions will be made based on what we see. Steven Isaac Fleishman – Wolfe Research LLC Okay. And then, just maybe, I apologize, one other question on the Home Solar. So just the actual individual contracts and leases that you’re signing, just how is that – ignore the customer growth, et cetera. Just how are the pricing and returns relative to what you anticipated? Kirkland B. Andrews – Chief Financial Officer & Executive Vice President From a returns perspective – it’s Kirk. They are in line with our expectations. The dropdowns, for example, the best illustration is the dropdowns that we have achieved during the second quarter are consistent on those leases that we did drop down that were installed, with the overall guidance that we showed on aggregate proceeds relative to capital expenditures. Steven Isaac Fleishman – Wolfe Research LLC Okay. Okay. Thanks. David Whipple Crane – President, Chief Executive Officer & Director Okay. Thank you, Steve. Steven Isaac Fleishman – Wolfe Research LLC Thank you. Operator Thank you. The next question is from Jonathan Arnold of Deutsche Bank. Your line is open. Jonathan Philip Arnold – Deutsche Bank Securities, Inc. Good morning. David Whipple Crane – President, Chief Executive Officer & Director Good morning, Jonathan. Jonathan Philip Arnold – Deutsche Bank Securities, Inc. My main question was asked. But I’d like just to follow-up on Home Solar, right? On your slide you say that what you are showing is where you’ve either installed or contracted to install. And one of your main competitors sort of called out the difference between installs and deployment and changed the basis of guidance this quarter. Can you just talk to what’s the – how different would your number be if it was actual installs? And are you also seeing some challenges getting systems up and running when they’re already on the roof, effectively? David Whipple Crane – President, Chief Executive Officer & Director Well, Kelcy will certainly be answering the second part of that question. But I mean – and he probably will answer the first part of the question, too. But I mean it’s a good question that we talk about here often because as you can imagine, when you’re increasing your pace of sales, 90% by quarter-on-quarter, the difference between – and it’s roughly – what, Kelcy, still somewhere between 70 and 100 days to full installation from booking. The number between bookings and installations is dramatically different by quarter. So do you want to start with the second half of this question and move backwards? Kelcy Pegler – President-NRG Home Solar Yeah. What I can say is this also would be a California-centric topic. What you see in California is more market maturity with permit authorities and interconnection utilities. What you see on the East Coast beyond seasonality is some longer time lines. I think we fare well competitively as it refers to time, but we’re committed to time cycle reduction. We used to – a year ago, I think you could say it would be at least 90 days. I think today you see a path to around 75 days is where we’re living on timed install from signature to energization. And as California becomes a more material portion of our business and as we continue to focus on time cycle reductions, both those metrics will continue to improve. David Whipple Crane – President, Chief Executive Officer & Director And just one thing to add to that, and, Kelcy, correct me if I’m wrong, but if you think about how long it takes to get solar energized on your roof from the time you order, there’s almost no consumer decision in America that takes longer to create consumer gratification. So it’s something that we are very focused on, and in fairness to the other people in our industry, they’re very focused on it as well. But the single biggest delay within that period is beyond the control of the solar installer. It’s the time that the utility takes to interconnect. And there’s been some recent study of that in the press that indicates at least one East Coast utility that’s the worst at getting systems energized. And so the more that a light is shined on the fact that that has a potential to hurt customer satisfaction, then I think that’s important. I draw the analogy: it’s like when you ask for the check at the restaurant and you’re anxious to get home and they take half an hour to give you the opportunity to pay for your meal, it’s very frustrating to the customer. So that’s probably the main thing within the time cycle that we’d like to see shortened. And right now, it’s beyond our control. Jonathan Philip Arnold – Deutsche Bank Securities, Inc. Just the pace of these kind of energized graphics sort of looks similar though. I guess that’s, in essence, my question. Or is the lag sort of dampening the growth? David Whipple Crane – President, Chief Executive Officer & Director You mean, is this a real inhibitor to sales that when you – Kelcy Pegler – President-NRG Home Solar The graph would look similar. It would trail about a quarter right now, so if you were to look at energized systems graphically, it would show similar to booking. Jonathan Philip Arnold – Deutsche Bank Securities, Inc. Sort of a 1,000 to 2,000 lag by the sound of it. Kelcy Pegler – President-NRG Home Solar That’s fair. Jonathan Philip Arnold – Deutsche Bank Securities, Inc. Okay. Thank you. David Whipple Crane – President, Chief Executive Officer & Director Well, thank you. And Latoya, we’re very close to the top of the hour. And so, I think we’ll conclude the call here. Again, we appreciate everyone taking the time, starting an hour earlier, and we’ll look forward to talking to you next quarter. Thank you very much. Operator Thank you. Ladies and gentlemen, this concludes today’s program. You may now disconnect. Good day.

WEC Energy Group (WEC) Q2 2015 Results – Earnings Call Transcript

WEC Energy Group, Inc. (NYSE: WEC ) Q2 2015 Earnings Call July 29, 2015 2:30 pm ET Executives Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. J. Patrick Keyes – Chief Financial Officer, Director & Executive VP, WEC Energy Group, Inc. Allen L. Leverett – President & Director, WEC Energy Group, Inc. Stephen P. Dickson – VP & Controller, WEC Energy Group, Inc. Analysts Julien Dumoulin-Smith – UBS Securities LLC Greg Gordon – Evercore ISI Jonathan P. Arnold – Deutsche Bank Securities, Inc. Michael J. Lapides – Goldman Sachs & Co. James von Riesemann – Mizuho Securities USA, Inc. Brian J. Russo – Ladenburg Thalmann & Co., Inc. (Broker) Andrew Bischof – Morningstar Research Paul T. Ridzon – KeyBanc Capital Markets, Inc. Paul Patterson – Glenrock Associates LLC Operator Good afternoon, ladies and gentlemen. Thank you for waiting and welcome to WEC Energy Group’s Conference Call to review the 2015 Second Quarter Results. This call is being recorded for rebroadcast and all participants are in a listen-only mode at this time. Before the conference call begins, I will read the forward-looking language. All statements in this presentation, other than historical facts, are forward-looking statements that involve risks and uncertainties which are subject to change at any time. Such statements are based on management’s expectations at the time they are made. In addition to the assumptions and other factors referred to in connection with the statement, factors described in WEC Energy Group’s and Integrys Holding’s latest Form 10-Ks and subsequent reports filed with the Securities and Exchange Commission by each company could cause actual results to differ materially from those contemplated. During the discussions, referenced earnings per share will be based on diluted earnings per share unless otherwise noted. After the presentation, the conference will be open to analysts for questions and answers. In conjunction with this call, WEC has posted on its website a package of detailed financial information at wecenergygroup.com. A replay of our remarks will be available approximately two hours after the conclusion of this call. And now it’s my pleasure to introduce Mr. Gale Klappa, Chairman of the Board and Chief Executive Officer of WEC Energy Group. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Colleen, thank you. Good afternoon, everyone, and thank you for joining us, as we review our second quarter results. As I’m sure you know, on June 29 we acquired Integrys in a $9 billion transaction to form WEC Energy Group. We now serve 4.4 million electric customers and natural gas customers across four Midwestern states. I’ll provide you with much more detail on the new company shortly, but first, as always, I’d like to introduce the members of our management team who are here with me today. We have Allen Leverett, President of WEC Energy Group; Pat Keyes, our Chief Financial Officer; Susan Martin, General Counsel; Steve Dickson, Controller; and Scott Lauber, our Treasurer. I’d also like to welcome Beth Straka, our Senior Vice President of Corporate Communications and Investor Relations. Now, many of you know Beth from her work over the past decade or so as one of the more perceptive analysts covering our industry. I want to tell you we’ve forgiven her for that, and we’re delighted that she’s with us. Turning now to the second quarter, Pat will review our financial results in detail a bit later on the call, but as you saw from our news release this morning, we reported adjusted earnings of $0.59 a share for the second quarter of this year. That compares with adjusted earnings of $0.59 a share for the second quarter of 2014. I should point out that the numbers we’re reporting to you today reflect Wisconsin Energy only. Since the acquisition closed on June 29, Integrys earnings were immaterial. Taking a very quick look now at the state of the economy, Wisconsin’s unemployment rate stood at 4.6% in June, well below the national average. Deliveries of electricity to our large commercial and industrial customers, however, excluding the iron ore mines, fell by 1.4% in the second quarter. But several sectors showed strength including plastics, printing, and food processing. Also, our small commercial and industrial segment is growing, with electricity use rising by 2.3% over the second quarter of a year ago. In addition, we continue to see an uptick in customer growth across our system. New electric service connections are up 8.2% and new natural gas installations are up 4% compared to the same time period last year. Now I’d like to spend the next few minutes discussing our plans for the future of the new WEC Energy Group. When we first considered the opportunity to acquire Integrys, we weighed it against our three important criteria for evaluating any potential acquisition. After considerable due diligence we found that it met or exceeded all three criteria. First, it would be accretive to earnings per share in the first full calendar year after closing. Second, it would be largely credit-neutral. And third, the long-term growth rate would be equal to or greater than Wisconsin Energy’s standalone growth rate. We also saw tremendous opportunity in the framework of the new company. WEC Energy Group has the scale, scope, technical depth, geographic reach, and financial resources to thrive in our consolidating industry. We plan to leverage those strengths to deliver operational and financial benefits to all of our stakeholders, from the customers and communities we serve, to the people we employ, to the shareholders who count on us to create value. And with our proven leadership team, we will incorporate best practices across the organization to streamline our operations and reduce costs. So what does our new footprint look like? Well, as I mentioned the new company provides electricity and natural gas to 4.4 million customers across four states through our customer-facing brands: We Energies, Wisconsin Public Service, Peoples Gas, North Shore Gas, Michigan Gas Utilities, and Minnesota Energy Resources. Our company operates in a balanced regulatory environment with greater jurisdictional diversity than before the acquisition. And of course, more than 99% of our earnings will come from regulated operations. WEC Energy Group is now the eighth largest natural gas distribution company in the country and one of the 15 largest investor-owned utility systems in the United States, with significant opportunities for growth. Of course, the majority of the earning assets we acquired are here in Wisconsin, a familiar landscape for us, and major infrastructure upgrades are underway now at Wisconsin Public Service in the northern part of the state. These investment opportunities are similar to those we have pursued over the years, on time and on budget, at We Energies. We are also in excellent position to take advantage of new customer growth across the region, especially in Wisconsin, Michigan, and Minnesota, where propane and oil users are continuing to convert to natural gas. In addition, as many of you know, Integrys and Wisconsin Energy were the two largest owners of American Transmission Company. Today WEC Energy Group has become a 60% owner of ATC. As you will recall, ATC plans to invest between $3.3 billion and $3.9 billion between 2014 and 2023 to bolster electric reliability in our service area. We believe this is a solid plan, and we welcome the opportunity to increase our commitment to the transmission business. Now I would like to briefly discuss some of the conditions we agreed to as we worked our way through the regulatory approvals for the acquisition. In Wisconsin, we committed to an earnings cap for our Wisconsin Electric and Wisconsin Gas subsidiaries. Starting in 2016, next year, we will share with our customers any earnings in excess of our allowed rate of return. The first 50 basis points of earnings above our authorized return will be split equally between the company and our customers. Then any earnings above that level will go exclusively to customers. This sharing mechanism will be in effect through 2018. We also agreed to develop an integrated resource plan detailing the joint capacity needs of Wisconsin Electric and Wisconsin Public Service. We expect to file the resource plan with the Wisconsin Commission later this quarter. In Michigan, as we’ve discussed on previous calls, we expect to pursue the formation of a Michigan-only utility. Our customers in the Upper Peninsula of Michigan would be served by this entity. And we expressed a willingness, if requested, to invest in a new generating plant in the Upper Peninsula and/or purchase power from a new facility. This would allow for the eventual retirement of the Presque Isle Power Plant. In Illinois, we agreed to retain a minimum level of jobs in the State of Illinois for the next two years. We also committed to a two-year base rate freeze and a capital spending floor from 2015 through 2017. In a recent development this past Friday, the Citizens Utility Board, the City of Chicago and the State Attorney General’s Office asked the Illinois Commerce Commission to rehear our merger order. These parties are seeking additional conditions, conditions that they previously requested during the year-long approval process. The Illinois Commission now has until August 13 to accept or deny the request. We believe the Commission’s June 24 decision was correct and is supported by sound principles and by an extensive body of evidence. Now let’s touch on some of the key financial metrics for the new company. For starters, as you may recall we issued $1.5 billion of parent company debt to help finance the transaction. The all-in interest cost for the debt is approximately 2.2% annually, an excellent result and clearly lower than we anticipated. So for 2016 we now project our growth in earnings per share to be in the range of 6% to 8%. The 6% to 8% growth for next year assumes that Wisconsin Energy standalone achieves earnings of $2.72 a share this year, which is the midpoint of our current 2015 guidance. So, just to clarify, we start with a base of $2.72 a share for our standalone earnings this year, and we expect the combined company to grow earnings per share in the 6% to 8% range next year. For the longer term, after 2016 we see earnings per share growth of 5% to 7% annually, driven by operating efficiency, financial discipline, and infrastructure investments that the region needs for reliability and for improved environmental performance. We look forward to providing you with additional details on our capital investment plans at the EEI Finance Conference coming up in November. Regarding our dividend policy, in June, the Wisconsin Energy Board of Directors raised the quarterly dividend to $0.4575 a share. That’s an increase of 8.3% over the previous quarterly rate. This is equivalent to an annual rate of $1.83 a share. Going forward we will target a payout ratio of 65% to 70% of earnings. And we expect dividend growth to be in line with growth in earnings per share. Switching gears now, I’d like to update you on several of our major construction projects. On the generation side of our business, as you may recall, we’re working to add fuel flexibility at our Oak Creek expansion units as part of our ongoing Power the Future initiative. These units were initially permitted to burn bituminous coal; however, given the current cost differential between bituminous coal and Powder River Basin coal, blending the two types of fuel could save our customers between $25 million and $50 million a year depending upon the blend. During extensive testing, we identified operational and equipment-related improvements that will be needed to sustain the higher blends of PRB coal on a long-term basis. In May, the Wisconsin Commission approved our requests for additional capital spending for plant modifications, expansion of all of our coal storage capacity, and additional coal handling equipment. We’ve already started work to expand our coal storage capability, and the first in-plant capital improvements are expected to be made on the first unit at Oak Creek, the Oak Creek expansion, during a planned outage this September. We plan to upgrade the second unit during the first quarter of 2016. Our share of these investments is targeted at approximately $80 million. Next, the conversion of our Valley Power Plant from coal to natural gas. That conversion is now more than 80% complete. Total conversion costs are expected to be in the $60 million to $65 million range, excluding allowance for funds used during construction. We expect to complete the project on time and on budget before the end of this year. Our Western Wisconsin natural gas expansion project, which will address natural gas reliability concerns in the western part of the state, is now more than 75% complete and is running on time and better than budget. We expect to complete this new 85-mile natural gas pipeline in the fourth quarter of this year at a cost actually well below the $175 million budget, a budget that again excludes allowance for funds used during construction. Looking forward, we continue to see significant investment opportunities in Wisconsin Energy’s traditional business as we upgrade our aging distribution networks and focus on Delivering the Future. Just to remind you, Wisconsin Energy’s standalone capital budget calls for spending $3.3 billion to $3.5 billion over the five-year period 2015 through 2019, and our 10-year standalone capital budget calls for investing between $6.6 billion and $7.2 billion over the period 2015 through 2024. Now before I turn the call over to Pat, I would also like to discuss our plans for the accelerated main replacement program at Peoples Gas in Chicago. Just to refresh your memory, this is one of the largest infrastructure modernization programs in the country. The program calls for the replacement of approximately 2,000 miles of Chicago’s aging gas pipeline system over the next 20 years. Some of these pipes, ladies and gentlemen, literally date back to the time of the Civil War. One of our immediate and most important goals is to improve the management and performance of this project. Our first step was to appoint a new senior management team at Peoples: a new President, a new Vice President for construction, a new operations Vice President, and a new Vice President for customer service. All of them are proven, experienced leaders from the Wisconsin Energy system. Over the past three weeks, our team has conducted a thorough evaluation of the accelerated main replacement program. They have determined that the best approach is a fresh start. We have begun transitioning the management of the project to in-house personnel; previously the project was managed by an outside contractor. Going forward, we also plan to engage a nationally recognized firm to help conduct an independent, bottom-up review of the cost, scope, and schedule for the program. This past Monday we notified the Illinois Commerce Commission of our decisions, and we will incorporate these decisions into a broader transition plan. This broader transition plan will address the recommendations made by Liberty Consulting Group in their audit of the program. The Liberty audit was completed earlier this year at the request of the Illinois Commerce Commission. I am confident that the steps we are taking will ensure that Chicagoans get the safe, modern natural gas delivery system that they deserve. In conclusion, these are exciting times, filled with opportunity for our new combined company and we believe we have a very bright future ahead. We will build an enduring enterprise by focusing on the fundamentals: world-class reliability, operating efficiency, financial discipline, and exceptional customer care. And now for more details on our second quarter performance and our outlook for the remainder of 2015, here’s our Chief Financial Officer, Pat Keyes. Pat. J. Patrick Keyes – Chief Financial Officer, Director & Executive VP, WEC Energy Group, Inc. Thank you, Gale. As Gale mentioned, our 2015 second quarter adjusted earnings were $0.59 a share. That’s the same as our adjusted earnings for the corresponding quarter in 2014. Costs related to the acquisition of Integrys Energy reduced earnings by $0.24 per share in the second quarter of 2015 and $0.01 per share in the second quarter of 2014. Because of the timing of the acquisition, earnings results this quarter are exclusively from Wisconsin Energy. Going forward, our consolidated earnings will include the operating results of the Integrys companies. Please note that the balance sheet included in this quarter’s earnings package does incorporate the Integrys balance sheet. Consistent with past practice, I will discuss operating income for Wisconsin Energy’s two business segments, and then discuss other income, interest expense, and income taxes. Excluding acquisition related costs, second quarter consolidated operating income was $232.5 million, as compared with $245.8 million in 2014. That’s a decline of $13.3 million. Starting with the utility energy segment, operating income in the second quarter totaled $140.4 million for 2015, a decline of $14.8 million from the second quarter of 2014. On a quarter-over-quarter basis, our earnings were helped by $9.5 million because of the impacts of the 2015 rate case and by $3.4 million related to improved fuel recoveries. On the downside, we saw an increase in utility operations and maintenance costs of $18.5 million, primarily driven by increased regulatory amortizations, the timing of projects, and certain benefit costs. We estimate that weather reduced our margins by $4.8 million and we also saw increased depreciation expense of $4.2 million. Combining these and other factors results in the $14.8 million decline in utility operating income in the second quarter of 2015, compared with the same quarter in the prior year. Operating income in our non-utility energy segment was $93.5 million, which is $1.8 million higher than the prior year. Our corporate and other segment, which includes corporate costs of smaller affiliates, was essentially flat with last year’s second quarter. Taking the changes for these segments together, you arrive at the second-quarter operating income before acquisition-related costs of $232.5 million, a $13.3 million decline as compared to the second quarter of 2014. In addition, for the second quarter of 2015 we recognized $66.7 million of acquisition-related costs associated with benefit plan agreements, legal and banking fees, and other costs. Overall these costs were in line with our expectations. During the second quarter of 2015, earnings from our investment in American Transmission Company totaled $14.3 million, a decline of $3.2 million from the same period in the prior year. As we mentioned in the first quarter, ATC has established reserves in light of recent appeals to the FERC related to authorized returns for regional transmission organizations. Our earnings reflect Wisconsin Energy’s share of ATC’s results. Our other income net increased by $18 million. During the second quarter of 2015, we recognized an incremental gain of $15.2 million on the sale of the legacy asset. The purchase and sale of assets is a regular part of our business. In fact, we have a real estate development subsidiary, and this quarter’s sale was part of our financial plan for the year. Our net interest expense increased by $3.1 million, primarily because of higher debt levels. Consolidated income tax expense fell by $11.1 million for the quarter. Going forward, WEC Energy Group’s annual effective income tax rate, driven by a one-time adjustment related to the acquisition of Integrys, is expected to be between 38% and 39% in 2015. We expect that Wisconsin Energy’s standalone effective tax rate for 2015 will be between 37% 38%. Combining all of these items brings you to the adjusted net income of $0.59 per share for the second quarter of 2015. During the first six months of 2015, our operating cash flows totaled $715.9 million, which is a $5.4 million decrease from the first six months of 2014. During 2015, we contributed $100 million to our pension plans; no such contributions were made during 2014. Operating cash flows were helped by improved working capital. For example, lower natural gas prices dropped accounts receivable balances and reduced the cost of gas and storage. Our capital expenditures totaled $356.5 million in the first six months of 2015, a $51 million increase compared to 2014. The increase was primarily driven by the increased expenditures related to the western gas lateral. Our adjusted debt to capital ratio as of June 30th, 2015 was 50.7%. This ratio reflects the Integrys acquisition, treating half of WEC Energy Group’s hybrid securities as common equity, which is consistent with past presentations. We continue to use cash to satisfy any shares required for our 401(k) plan, options, and other programs. Going forward, we do not expect to issue any additional shares. We paid $190.5 million in common dividends in the first six months of 2015. That’s an increase of $14.5 million over the same period last year. Weather normalized retail deliveries of electricity fell by 1.3% in the second quarter of 2015 as compared to the second quarter of 2014. Actual second quarter deliveries fell by 1.6%. Looking now at the individual customer segments, we saw weather-normalized residential deliveries drop by 3.8%. Actual residential deliveries fell 5%. Across our small commercial industrial group, weather-normal quarterly deliveries rose by 2.4%. Actual deliveries rose by 2.3%. In the large commercial industrial segment, deliveries for the second quarter of 2015 fell by 2.5%. Excluding the iron ore mines, large commercial and industrial deliveries fell by 1.4%. Our year-to-date weather-normalized retail gas deliveries, excluding the gas used for power generation, were flat compared to the same period in 2014. Our actual gas deliveries, again excluding the gas used for power generation, were down 7.2% compared to the polar vortex driven gas sales last year. Our overall results for gas and electric sales in the first six months of 2015 are slightly behind our expectations for the year. Turning now to our earnings forecasts, for the remainder of 2015 we will continue to guide based on standalone Wisconsin Energy earnings. As Gale mentioned, our long-term earnings per share growth rate is based upon these standalone earnings. We will therefore make the following adjustments to the WEC Energy Group GAAP earnings. Number one, remove the impact of Integrys; number two, remove the impact of acquisition debt. As Gale noted previously, we funded the 1.5 billion cash portion of the acquisition with $1.2 billion of long-term debt and $300 million of commercial paper. This long-term debt included 3, 5, and 10-year tranches. Overall, our debt has an approximate interest cost of 2.2% annually. Number three, remove the impact of acquisition and other one-time costs such as banking and legal fees. Number four, modify effective tax rates to remove the impact of the one-time adjustment I just referred to earlier. And finally, number five, remove the impact of the additional shares issued as part of the acquisition. With that, we’ll move to our 2015 guidance. We are reaffirming our 2015 standalone adjusted guidance of $2.67 a share to $2.77 a share. We are off to a strong start, but still have six months of weather ahead of us. Again, we are reaffirming our standalone adjusted guidance of $2.67 a share to $2.77 a share. And finally let’s take a look at third quarter guidance. Last year’s third quarter adjusted earnings were $0.57 a share, which excludes $0.01 a share related to our acquisition of Integrys. Similar to last year, our summer got off to a very slow start this year, with temperatures significantly below normal during the first 10 days of July. So taking this July weather into account, we expect our third quarter 2015 adjusted earnings to be in a range of $0.56 to $0.58 a share. That assumes normal weather for the rest of the quarter and excludes any remaining transition-related costs. Once again, our third quarter 2015 adjusted guidance is $0.56 to $0.58 a share. And with that I will turn things back to Gale. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Pat, thank you very much. Appreciate the detail and the clarity. And overall, folks, we’re solidly on track and focused on delivering value for our customers and our stockholders. Question-and-Answer Session Operator And now we would like to take your questions. Your first question comes from the line of Julien Dumoulin-Smith with UBS. Please go ahead. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Good afternoon, Julien. Julien Dumoulin-Smith – UBS Securities LLC Afternoon to you. Congrats on closing the deal finally, not too bad. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. All right, we’ll see later this week. Julien Dumoulin-Smith – UBS Securities LLC Indeed we will. So perhaps the first question here out of the gate, the 5% to 7% earnings growth rate, when you are thinking about that in the context of this transaction being closed, how are you thinking about the trajectory in 2016 and reflecting some of the improvement, hopefully, in the earned ROEs across the legacy Integrys platform? And perhaps maybe could you remind us or refresh our memory of where the earned ROEs stand today, just for some background if you will. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Sure, I’d be happy to. Let me first start with the initial part of your question. How do we think about the trajectory of earnings going forward here now that we have closed the acquisition? As you may have heard me say on the script, given everything we see today and given the terrific result that we got in terms of the annual interest cost on the parent company debt, we are projecting 2016 to have a growth rate over our standalone 2015 guidance, the midpoint of that guidance. So we are projecting 2016 to grow 6% to 8%. And then post 2016 we still see a 5% to 7% growth rate. There are a couple of important underlying assumptions that we are making and that we really feel very good about delivering related to the growth rate. The first is that we believe we can through best practices, through cost reduction, through financial discipline, and through on-time and on-budget investing in the infrastructure upgrades that are needed, we believe we can move all of the utilities that are the former Integrys utilities at or near the allowed rates of return in Illinois, Michigan, and Minnesota, and of course WPS in Wisconsin. So that’s a pretty important underlying assumption. And to your question of, well, where were the allowed rates of return for those utilities? Just a reminder that We Energies and Wisconsin Gas have historically earned at or very close to and in some years slightly above the allowed rates of return. With that, Pat has the specific numbers on where the other Integrys utilities have been from an ROE standpoint. Pat? J. Patrick Keyes – Chief Financial Officer, Director & Executive VP, WEC Energy Group, Inc. So, Julien, let’s start with the two biggest ones. Wisconsin Public Service last year earned just above 10%; and as a reminder its authorized was 10.2%, so just underneath allowed. The second biggest or the other big one would be Peoples Gas. That last year was about 5%, and that’s out of an allowed 9%. Then the other three utilities last year – that would be North Shore, Minnesota, and Michigan, two of the three hit; one was beneath, but the year before, the one that missed hit and another one didn’t. So they’re more or less maybe slightly underneath on average is probably the simplest way to state that. Does that help? Julien Dumoulin-Smith – UBS Securities LLC Absolutely, that’s great. And perhaps just getting back to my question a little bit more broadly, as you think about 2016 to 2017, are you earning a full year earned ROE? Just I’m trying to think about some of the continued benefits as you flow that forward, right. So thinking about the 5% to 7% in conjunction with what is likely – I don’t want to put words in your mouth too much – but what is likely still an annualizing factor into that higher level, I would imagine. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. I’m not sure I exactly followed you, but perhaps I can answer. Julien Dumoulin-Smith – UBS Securities LLC Or are you expecting to earn a full year at or near the ROEs in 2016 already, just to be clear about that, or is there an annualizing factor? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Starting in 2016 we are expecting to earn a full-year annualized rate of return, yes. And let me help with that one piece, because you’re probably wondering like, well, how do you go from 5% to 9% at Peoples Gas? That’s a very good question, Julien. I’m glad you asked it. Peoples Gas did get a resolution of a rate case in January of this year, and I believe the allowed increase was $71 million. A lot of that, Julien, was for catch-up capital that had already been invested in the infrastructure in Chicago. So the fact that a rate case has been adjudicated and they are seeing the benefit of the $71 million increase is helpful on that front. I hope that’s helpful to you. Julien Dumoulin-Smith – UBS Securities LLC It is indeed. And sorry to belabor it, just one last one in terms of the integrated resource plan. How are you thinking about that now? Obviously there was some shifts in the gas generation plans earlier. What is the current expectation vis-à-vis load growth as you stand today, as you close the deal? Would you expect a shift back in generation resources meaningfully from what has been discussed through the course of this merger approval? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Let me try the first piece and then we’re going to let Allen give you the detail on the integrated resource plan that we’ll be filing later this quarter with the Wisconsin Commission. Long story short, there is no change in terms of our long-term demand growth projection. Wisconsin Public Service and our company have pretty similar demand growth projections going forward, roughly 0.05% a year basically in electricity demand growth. Our belief, though, when you look at the portfolio of generation that the two companies have together, our belief is there can be some real synergies there. Allen? Allen L. Leverett – President & Director, WEC Energy Group, Inc. Right, and just review for everyone, Julien, who might not know the Fox Energy Center, which is a plant that’s owned by Wisconsin Public Service, before agreeing to the merger with Wisconsin Energy they had planned to build a facility called Fox 3, which was going to be a natural gas fired combined-cycle unit. And then as Gale mentioned in the script, essentially what the Commission said is: Well, all right, look at the resources at both of your Wisconsin utilities and tell us overall whether that unit is still needed. So, Julien, what we’ve been able to do to date, we’ve looked just simply at what I guess I would call the capacity demand balance between the two utilities. If we look solely at the capacity demand balance, my expectation would be that you can easily defer Fox unit 3 for a number of years. The analysis that we are doing to go in addition to that capacity and demand is a bit of an energy analysis, if you will. If you look at the energy mix of the two utilities, my expectation is that it will confirm the capacity demand balance and that the unit will be deferred. But that’s what we’re in the process of doing. And then as Gale mentioned in the third quarter we’ll do a formal filing to the Wisconsin Commission along those lines. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. And Julien, the Fox 3 was estimated to be about a $600 million capital investment, which again based on our preliminary look we believe can be deferred. Julien Dumoulin-Smith – UBS Securities LLC Great. Thank you for all the color. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. You are more than welcome. Good questions Julien. Julien Dumoulin-Smith – UBS Securities LLC Appreciate it. Operator Your next question comes from the line of Greg Gordon with Evercore ISI. Please go ahead. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. All right, Greg. I want to give you a shot here. Are the Jets going to be above .500? Greg Gordon – Evercore ISI Based on the strength of schedule, I’m going to say yes. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. All right. Greg Gordon – Evercore ISI Not necessarily based on the talent, on the team, but based on the strength of the schedule. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. And any kind of playoff expectations, Greg? Greg Gordon – Evercore ISI Well, there’s always hope. Jets are used to having a lot of that. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Well, I hope it’s a good season for you. How are you doing, Greg? Greg Gordon – Evercore ISI Good. I just want to cut to the chase and just make sure I hear you clearly. Making all the adjustments you guys laid out, you were very articulate. We should expect you to still be inside the guidance range pre-Integrys. And then we should expect on a full run rate, merger-integrated basis for fiscal year 2016 that you will grow 6% to 8% earnings off that number? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. That is correct. You’ve nailed it. Greg Gordon – Evercore ISI Okay, perfect. So you’ve taken into account everything that’s going on including the one-time impact of this legacy asset sale. You think that everything in the stewpot, that’s a number you can hit? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. We’re certainly expecting to do so. But let me mention this one-time thing you mentioned about the one-time legacy asset sale. We have with the combined company like $29 billion of assets. I think every year, Greg, since I’ve been here we’ve had some type of asset sale. And remember we also have a real estate subsidiary that develops and sells property. So it’s part of our ongoing, it’s just part of what we do. And I would suspect you want us to do this, because it’s part of maximizing the value of our assets. Greg Gordon – Evercore ISI No, completely understand. I just wanted to be clear on it. My second question is as we think about your cash flow profile, pro forma for the deal, still superior and differentiating factor about your investment thesis relative to almost any other utility, given the robust cash flow nature of the Power the Future assets. How should we think about the cash flow deployment priorities of the company as they are built into that 6% to 8%, going to 5% to 7%, expectation? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. In terms of the cash flow priorities, number 1 through 10 is obviously investing in infrastructure upgrades that are very much needed for customers across the four states. And as I mentioned at the EEI Fall Finance Conference, we’ll give you a lot more granular detail particularly about our next three- to five-year capital investment program. But we see tremendous need and tremendous opportunity for the use of that cash flow to upgrade the electric and natural gas infrastructures in the region. So that’s priority number 1, 2, 3, 4, 5, 6, 7, and 10 for the cash flow. And then obviously we want to maintain the 65% to 70% target for dividend payouts. And if there’s any cash left over, well, we’ve got three doors we can go through. One is debt reduction. One would be if we can find, legitimately, additional investment opportunities and additional infrastructure projects. And then the third would be where we were before, which is a share buyback. But I would hope that and really am very hopeful that there will be additional investment opportunities that are really needed and that we can put that cash to really good use through infrastructure upgrades. Greg Gordon – Evercore ISI Okay, great. Just to be clear, are there any specific commitments vis-à-vis the current rating and the discussions you’ve had with the rating agencies on how you’re going to manage the parent debt balance over the next few years? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Pat? I’ll let Pat answer that. J. Patrick Keyes – Chief Financial Officer, Director & Executive VP, WEC Energy Group, Inc. What we talked about, Greg, was the reason we tranched the acquisition debt is that our expectation is that as each tranche matures or comes to its end, we will have sufficient cash flow to be able to not renew that tranche. So in other words we plan to take it out. In addition to that I might add that we’re also looking at what I’m just going to call balance sheet cleanup or looking at some of the other debt that is sitting out there at the Holding Company and what opportunities we’ve got to clean some of that up as well. Greg Gordon – Evercore ISI Perfect. Thanks, guys. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Great, questions. Thank you, Greg. Operator Your next question comes from the line of Jonathan Arnold with Deutsche Bank. Please go ahead. Jonathan P. Arnold – Deutsche Bank Securities, Inc. Good afternoon, guys. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. How are you doing, Jonathan? Jonathan P. Arnold – Deutsche Bank Securities, Inc. You just reiterated the 65% to 75% dividend payout target, Gale. And you obviously bumped it a little bit more than you were committed to post the merger. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Yes. We thought you would like that, Jonathan. Jonathan P. Arnold – Deutsche Bank Securities, Inc. Right. My question is it looks like the payout of the midpoint of the 2016 guidance is going to be 63%. How soon do you want to get in the range? You’ve typically done December increases. How should we think about that range versus what you’ve just been discussing around investment priorities? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Well, it’s a question we will continue to look at between now and the end of the year. But certainly in the relatively near term, we very much want to be at least in the bottom end of the 65% to 70% range. Jonathan P. Arnold – Deutsche Bank Securities, Inc. Okay. Then what would push you I guess broadly as you look at the earnings for the quarter, into (39:27) to the higher end of that long-term growth rate? Do you have a line of sight on what kind of things we should be looking for you to announce? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Very good question. Let me frame the answer; if Pat or Allen would like to add, I would certainly welcome them to do so. Let me frame the answer for you. There is not one single thing that could pop us to the top end of the range on a permanent basis. But if you think about our business and where we’re headed, there are several factors, the biggest of which would be increased investment opportunity or increased investment requirement that we build on time and on budget and get cost recovery for. That would be the single biggest thing. In between rate cases, if you have an economic pickup and there’s stronger sales growth, there are a number of things that can happen in between rate periods. But the single biggest factor that could drive us to the top end would be additional investment opportunities in infrastructure upgrades. Pat, Allen, anything you would like to add? J. Patrick Keyes – Chief Financial Officer, Director & Executive VP, WEC Energy Group, Inc. Well, I got just a couple things I could throw in, Jonathan. I think Gale hit the main one, but other things I would think about would be opportunity sales that would help us on the fuel recovery, to the extent that our fleet is called more by the MISO. And the other would be hitting some, we talked about our ATC 10 year capital plan and the range it could be in. You are also familiar with our joint venture with Duke, the DATC. To the extent that some of those projects hit or we get to the top higher end of that capital plan, that would also help. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. That’s a good point, Pat. So it all comes down – well, it doesn’t all, but a lot of it comes down to: are there additional investment opportunities as we go forward beyond the plan that we’ll be pretty granular about with you at EEI in the fall. Jonathan P. Arnold – Deutsche Bank Securities, Inc. Great. If I may, just on one other point, you talked about having filed with the ICC to tell them you’re going to have a rethink around the main replacement program. Does that include some proposal for how to resolve the ongoing investigation? Or is that a separate issue? Any perspective on how we bring that to closure? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. It’s a very good question. Let me be clear about the ongoing dockets. There’s one very helpful ongoing docket. And let me back up and explain that. The commission, before we got involved with the potential acquisition, the commission brought in an outside consulting group by the name of Liberty Consulting to basically do a review of the management, the physical on-the-ground management of the gas main replacement project. Liberty has come back with 95 specific recommendations, most of which are very practical and all of which we agree with. So what the commission has done is they’ve kept that docket open and they’ve asked us by September, early September, to file a transition plan that in part lays out how we plan to incorporate those recommendations into our management of the program. So, I think a lot of what you’re asking about has a schedule and has a definite plan for resolution. But I view the Liberty Consulting report as very helpful and certainly I know the commission has a good bit of faith in the recommendations. The recommendations are very practical. They are recommendations that we would automatically have put into our transition plan anyway. And so I think that’s the way, as we take a step back and re-look the entire project from soup to nuts, from scope to schedule, to logistics, we will be incorporating the Liberty audits along the way and Liberty will also have input along the way. So, again, a schedule and a date has been set for us telling the commission how we plan to incorporate the Liberty recommendations and I think that will go a long way, in addition to the expertise that we’re going to bring to this project. Jonathan P. Arnold – Deutsche Bank Securities, Inc. Okay, great. Thank you, Gale. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. You’re welcome. Operator The next question comes from the line of Michael Lapides with Goldman Sachs. Please go ahead. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Hi, Michael. Michael J. Lapides – Goldman Sachs & Co. Hey, Gale, congrats on the deal. Congrats on getting everything closed and rolling out new guidance. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Thank you. Michael J. Lapides – Goldman Sachs & Co. One question, though. I know you are starting from the base of a $2.72 midpoint for WEC standalone. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Right. Michael J. Lapides – Goldman Sachs & Co. I’m just trying to put apples – I’m worried we are comparing apples and oranges here. Because Integrys has a large gas utility presence; that means it generates or delivers a decent amount of its annual earnings in the fourth quarter. And just are you thinking that the second half of this year that Integrys would actually have contributed to our EPS? Or would it have detracted from EPS from the original standalone entity? Because a lot will depend on what your starting point is and the starting point here is a little confusing. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. No, I’m glad you asked the question. Let us answer it very directly. First of all, yes, we’re picking up a lot of gas, gas delivery companies. And yes, they generally have a pretty good fourth quarter. They also have a lousy third quarter simply because of lack of gas demand. But let’s step back here. A couple factors. First of all, the financial logic for the acquisition was that an acquisition that we would want to make, like the Integrys acquisition, would add to our earnings per share growth in the first full calendar year after closing. So, that’s 2016. So, I think the logical starting point is okay; well, what would you have done standalone 2015? What would your growth rate standalone have been 2016? And is this better than that? And the answer is yes, it’s better than that. So, I think if it’s making any sense to you, Michael, I think we’re starting with the correct starting point. But I would like to add one other factor and that is in the second half of this year there will be significant accounting adjustments. A lot of accounting noise around the acquisition, as you even saw in our second quarter adjustments. So really the GAAP numbers for Integrys, the Integrys utilities for the second half of 2015 are really going to be irrelevant to the long-run earnings capability of Integrys utilities going forward. Does that help, Michael? Michael J. Lapides – Goldman Sachs & Co. It helps. Let me ask another follow-on question, and I can catch up with your IR team or Pat offline. When you think about how far you are in the process of evaluating things like synergy opportunities or other opportunities to benefit – I mean, merger has only been closed for not quite 30 days, actually right at 30 days. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Right. Michael J. Lapides – Goldman Sachs & Co. How early in the process do you think you are? And do you think there is upside to whatever it is you are assuming today in potential long run, multiyear benefits from the merger? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Very good question, Michael. Let me just say this. We are less than 30 days in. Right now we are very much on target in terms of our plan for follow-on integration. Everybody understands where they report. Everyone has budget targets for 2016. And we are in the process of working through every single functional area to determine where we go and what the shape of their organizations look like. So it’s a little early to give you much more granular detail, but let me back up. There’s nothing that we’ve seen that would indicate that our earlier thinking and information we’ve said publicly, there’s nothing to indicate that that’s off-track. I would expect that over the 10 years there will be a minimum of $1 billion of savings for Wisconsin customers alone in a combination of capital and operating costs. And that to me still stands as a good preliminary early estimate. So we’ll keep working on it, but right now I feel very good about where we are. And let me back-up to your earlier question again. Remember the $2.72 that we’re talking about as the base for 2015 is Wisconsin Energy standalone. So we’re basically taking out either a positive or negative impact of Integrys utilities for the second half of the year, to give you a clean starting point, if you will that was basically the foundation for the logic of the acquisition. Michael J. Lapides – Goldman Sachs & Co. Understood. I appreciate the help, guys. I may follow up offline. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Okay, great. Thank you, Michael. Michael J. Lapides – Goldman Sachs & Co. Thanks, Gale. Operator Your next question comes from the line of Jim von Riesemann with Mizuho Securities. Please go ahead. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Welcome, Jim. How are you? James von Riesemann – Mizuho Securities USA, Inc. I’m tired. How are you? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Tired? What, you’ve been listening to the Southern call too long? James von Riesemann – Mizuho Securities USA, Inc. Yep, that’s and I’m on an airplane back from Tokyo. Hey, I have a couple questions for you. I’m confused and I’m having a little translation issue. Can you translate how much the operating efficiencies mean on a dollar basis? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. I’m sorry, one more time? James von Riesemann – Mizuho Securities USA, Inc. I tried to avoid the S word. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Thank you. Have we translated how much the operating efficiencies mean on a dollar basis? James von Riesemann – Mizuho Securities USA, Inc. Yeah. You talk about robust operating efficiencies. What does that mean on a dollar basis? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. That means basically getting to our allowed rates of return and staying there for 2016 and beyond. James von Riesemann – Mizuho Securities USA, Inc. Okay. I get it, I get it. Second question, totally different is, with all the noise that’s going on in the State of Illinois, can you talk about the legal precedent for changing conditions once a merger has been actually, you have an order and it has been consummated? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Well, generally in all past cases, for the Illinois Commerce Commission to change its order, there generally would need to be new facts or some demonstration of an error in the facts that form the basis for the merger order. In this case, none of us see new facts or errors in fact. As a matter of fact, the Attorney General’s Office, CUB and the City of Chicago really didn’t indicate in any way, shape, or form that there were any new facts or that there were any facts in error. So again we believe the Commission’s decision was very sound, well thought through, and supported by a significant body of evidence. James von Riesemann – Mizuho Securities USA, Inc. Okay. And are you guys going to give out any 2015 consolidated guidance? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. No. Nope. I really think it’s kind of meaningless, to be honest with you. And the accounting noise around the second half of 2015 with the adjustments, et cetera, I think it would just make your head swim. To me the most important thing is: are we delivering what we said we would from the acquisition, which is growth over and above our 4% to 6% standalone growth. And what was our basis for starting? And that’s the 2015 midpoint of $2.72 a share standalone. James von Riesemann – Mizuho Securities USA, Inc. Okay. Well, then let me ask you this question. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Okay. James von Riesemann – Mizuho Securities USA, Inc. If you raise the number 6% to 8% 2016 versus standalone, what prevents you from going 6% to 8% in say, 2017 and beyond? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Well, what would prevent us from doing that? First of all we’d have to have a plan that we would be comfortable with that would produce a 6% to 8%. And at this point in time, 29 days in, this is what we feel comfortable with and what we believe we can deliver. James von Riesemann – Mizuho Securities USA, Inc. Okay. So wait for EEI is what you’re saying? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. I wouldn’t expect that you’re going to see an earnings guidance change at EEI. What you will see, though, is much more granular detail on our capital spending plans that drive the earnings growth. James von Riesemann – Mizuho Securities USA, Inc. Great, okay. Thank you. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. You are welcome Jim. Operator Your next question comes from the line of Brian Russo with Ladenburg Thalmann. Please go ahead. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Hi, Brian. Brian J. Russo – Ladenburg Thalmann & Co., Inc. (Broker) Hi, good afternoon. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Good afternoon. How are you today? Brian J. Russo – Ladenburg Thalmann & Co., Inc. (Broker) Good thanks. A lot of my questions were asked. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. I’ve gotten you from bad the last time to good. Next time you will be wonderful and award-winning. Brian J. Russo – Ladenburg Thalmann & Co., Inc. (Broker) Right, right. Just real quickly, what is the upcoming general rate case strategy and timing for the Wisconsin utility subs? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Okay. Well, for Wisconsin Electric if you recall we just completed our rate case last December, so our rates with future looking test years are set for 2015 and 2016. So under the normal course with the Wisconsin Commission really liking its utilities to file for a case every two years, under the normal course we would file for Wisconsin Electric in the spring of 2016 for rates that would go into effect January 1 of 2017. So that is Wisconsin Electric. Same thing applies for Wisconsin Gas. For Wisconsin Public Service, they are actually in the midst of a rate case right now, and we would expect a rate case decision as usual from the Wisconsin Commission by November or December of this year. Brian J. Russo – Ladenburg Thalmann & Co., Inc. (Broker) Got it. Okay. That’s all I had. Thank you. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Okay. Thank you, Brian. Operator Your next question comes from the line of Andy Bischof with Morningstar. Please go ahead. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Hello, Andy, how are you? Andrew Bischof – Morningstar Research Wonderful and award-winning. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. All right. Rock ‘n roll. You haven’t seen the lion down there, have you? Andrew Bischof – Morningstar Research No, not yet. We are in Chicago so he hasn’t come down our way yet. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Okay. Well be careful. Andrew Bischof – Morningstar Research Just a real quick maintenance question. In terms of rate case earnings benefits in the latter half of the year, should they be similar to the $24 million in the first half? Or first quarter was a little bit higher than the second quarter? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. In terms of the Wisconsin Electric rate case benefits, guys, no? Okay, Steve, we will ask you to cover that. Stephen P. Dickson – VP & Controller, WEC Energy Group, Inc. Yeah. So you are referring during the earnings package we’ve got for the quarter rate case netted to $9.5 million. And what that represents is going into the rate case last year when the rates were set effective January 1, the Wisconsin Commission assumed a certain level of SSR revenues. And what has happened is that the SSR, we reached an agreement with the State of Michigan and those stopped. But in the Wisconsin rate case we are allowed to have the incremental revenues associated with that. So if you remember last year in the SSRs, the first half of the year the SSRs were based on the suspension. And then later in the year it went to the retirement SSRs. And so the dollar amount was greater in the latter part of the year. So the short answer is you will not see this big a benefit in the last part of the year, but you’ll see a little bit of benefit. Does that make sense? Andrew Bischof – Morningstar Research Yeah, I think so. I might follow-up off-line, but that’s all I had. Thank you. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. All right. Thank you. Operator Your next question comes from the line of Paul Ridzon with KeyBanc. Please go ahead. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Greetings, Paul. Paul T. Ridzon – KeyBanc Capital Markets, Inc. Greetings, Gale. How are you? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. We are good. We’d like it a little hotter, a little more humid, but we are good. Paul T. Ridzon – KeyBanc Capital Markets, Inc. I will work on that. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. All right. Thank you. Paul T. Ridzon – KeyBanc Capital Markets, Inc. What’s the rate base at Peoples Gas? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. I’m sorry, one more time with the question? Paul T. Ridzon – KeyBanc Capital Markets, Inc. What is rate base at Peoples Gas? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Rate base at Peoples Gas? I’m looking at Pat. I think it’s $1.8 billion. J. Patrick Keyes – Chief Financial Officer, Director & Executive VP, WEC Energy Group, Inc. Yes. Paul T. Ridzon – KeyBanc Capital Markets, Inc. Okay. And about a 50-50 cap structure? J. Patrick Keyes – Chief Financial Officer, Director & Executive VP, WEC Energy Group, Inc. Yes. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Yes, that is correct. Paul T. Ridzon – KeyBanc Capital Markets, Inc. Then just to make sure I understand it, combined 2016 earnings should be 6% to 8% growth off of standalone $2.72? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. You’ve got it. Paul T. Ridzon – KeyBanc Capital Markets, Inc. Those were all my questions. Thank you very much. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. You’re more than welcome. J. Patrick Keyes – Chief Financial Officer, Director & Executive VP, WEC Energy Group, Inc. Thank you. Operator Your last question comes from the line of Paul Patterson with Glenrock Associates. Please go ahead. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Last but not least, Paul. Paul Patterson – Glenrock Associates LLC How you doing? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Good. How are you? Paul Patterson – Glenrock Associates LLC All right. You mentioned that there were going to be some substantial accounting adjustments in the second half of the year. I was just wondering if you could just give us a little bit of a preview what you are expecting to happen there? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Sure. And I will ask Steve Dickson, our controller, and Scott Lauber, our treasurer, if they have anything to add. But essentially as you know, in any acquisition – we’re not immune from this – one of the things that has to be done is purchase price adjustments. Generally you get a year to do that. But when you close this early in the year the SEC would like you to button down many of the purchase price adjustments of the time of the filing of the 10-K, which would be early, early next year. So one of the major amount of accounting work that has to be done is all the purchase price adjustment work. Then I’m certain there will be some one-time transition type costs, and there’s a whole slew of different types of costs that would be one-time costs that we would incur in the second half of this year. For example, we want to get an improvement in call center responsiveness for a number of the Integrys utilities; there will be some one-time costs to that. Pat tells me that there are software licensing costs that we will incur that would be one-time nonrecurring in the second half of this year. We could go on with a list of 30 or 40 of these things that are all transition costs that would be non-recurring. But that gives you a flavor. Steve, would you like to add anything? Stephen P. Dickson – VP & Controller, WEC Energy Group, Inc. Yeah. The only thing I’ll add, I think you nailed the transition related costs. And I’ll go back to the previous question, is we will report GAAP costs at the end of the year; but then as Pat mentioned, we’re going to strip out. We’re going to make an accounting adjustment to strip off the Integ (58:22) earnings, we’re going to strip off the acquisition debt, we’re going to strip off the additional shares associated with that to get back to the WEC standalone. Paul Patterson – Glenrock Associates LLC Okay. Just to follow-up on this, though, so it sounds like there’s going to be a lot of charges. Do we have any sense as to what the quantity of those one-timers is going to be? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Not yet. Paul Patterson – Glenrock Associates LLC Okay. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. We’ll certainly have a much better feel for that when we see you at the EEI Conference, but not yet. We are, again, 29 days into this. We know there will probably be a number of charges, and we will be working on it. Paul Patterson – Glenrock Associates LLC Okay. Then in terms of purchase accounting, sometimes that has an impact going forward, and some companies strip out those impacts depending on how they are, and sometimes they aren’t. Do you guys have any feel as to how the purchase accounting might affect growth going forward? And is there any impact associated with purchase accounting that’s in your 2016 and beyond expectations for earnings growth? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Well, first of all, I don’t think we know the answer to that completely yet. But there is one element, because we have regulated operations and more than 99% of our earnings are coming from regulated operations, but in general terms when you value regulated assets they come over onto your balance sheet at carrying value, at rate based value, if I’m making any sense to you. So that actually simplifies a great deal the purchase accounting. However, there are other things that we have to take a hard look at, like the value of some of the solar assets that Integrys has retained; like the value of a company called Trillium, which is a compressed natural gas fueling station company. So there are other assets. I think there’s a waste-to-energy plant in Texas that they had. There are several of these assets that we’re going to have to take a hard look at and give an appropriate value to. But in terms of major impact on 2016 earnings growth and beyond, Steve, I don’t see any, do you? Stephen P. Dickson – VP & Controller, WEC Energy Group, Inc. No, you nailed it. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Okay. Paul Patterson – Glenrock Associates LLC No, I would’ve thought it until you guys brought it up. And I mean, I think it probably would have been different if Integrys had kept the retail business. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. Oh, gosh, very different, very different. Remember, that was part of the announcement, that that did not fit with our model going forward. Paul Patterson – Glenrock Associates LLC Right. So just to make sure I understand, basically your earnings growth doesn’t have really any major assumptions associated with purchase accounting one way or the other in it? Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. You are correct. You are absolutely correct. Paul Patterson – Glenrock Associates LLC Thanks a lot. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. You’re welcome. Gale E. Klappa – Chairman & Chief Executive Officer, WEC Energy Group, Inc. All right. Well, ladies and gentlemen, that concludes our conference call for today. Thank you so much for participating. If you have any questions, now we have both Colleen and Beth and they are available in our Investor Relations office, 414-221-2592. Thanks everybody.

Exelon (EXC) Christopher M. Crane on Q2 2015 Results – Earnings Call Transcript

Exelon Corp. (NYSE: EXC ) Q2 2015 Earnings Call July 29, 2015 11:00 am ET Executives Francis Idehen – Vice President-Investor Relations Christopher M. Crane – President, Chief Executive Officer & Director Joseph Nigro – Executive Vice President, Exelon; Chief Executive Officer, Constellation, Exelon Corp. Jonathan W. Thayer – Chief Financial Officer & Senior Executive VP Darryl M. Bradford – Executive Vice President & General Counsel Analysts Greg Gordon – Evercore ISI Steven Isaac Fleishman – Wolfe Research LLC Dan L. Eggers – Credit Suisse Securities (NYSE: USA ) LLC (Broker) Jonathan Philip Arnold – Deutsche Bank Securities, Inc. Julien Dumoulin-Smith – UBS Securities LLC Christopher J. Turnure – JPMorgan Securities LLC Operator Good morning. Thank you for standing by. At this time, I’d like to welcome everyone to the Exelon Corporation Quarter Two 2015 Earnings Conference Call. Your lines have been muted to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. Thank you. I’d now like to turn today’s conference over to Francis Idehen. Thank you, you may begin. Francis Idehen – Vice President-Investor Relations Thank you, Ali. Good morning, everyone, and thank you for joining for our second quarter 2015 earnings conference call. Leading the call today are Chris Crane, Exelon’s President and Chief Executive Officer; Joe Nigro, CEO of Constellation; and Jack Thayer, Chief Financial 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 earnings release this morning along with the presentation, each of which can be found in the Investor Relations section of Exelon’s website. The earnings release and other matters which we discuss during today’s call contain forward-looking statements and estimates that are subject to various risks and uncertainties. Actual results could differ from our forward-looking statements based on factors and assumptions discussed in today’s material, comments made during this call, and in the risk factors section on the 10-K which we filed in February, as well as in the earnings release and the 10-Q, which we expect to file later today. Please refer to the 10-K, today’s 8-K and 10-Q, and Exelon’s other filings 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 operating 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’ve scheduled 45 minutes for today’s call. I’ll now turn the call over to Chris Crane, Exelon’s CEO. Christopher M. Crane – President, Chief Executive Officer & Director Thanks, Francis, and good morning, everybody. Thanks for joining. We’re pleased to report another strong quarter with our earnings coming in at $0.59 per share, surpassing our guidance of $0.45 to $0.55 per share. You’ll hear more from Jack in a minute on the specifics, and Joe Nigro will also provide some color around the performance. We’ve seen a number of positive developments that affect various business this quarter. The two primary catalysts for us this year are the PHI acquisition and the capacity market auctions. We received approval from the merger since our last call in Maryland in May, and leaving D.C., Washington, D.C. as our only outstanding jurisdiction to close the merger, which we expect to hear from soon and we’re looking forward to a positive outcome there. Upon closing the merger, our focus will shift to the integration of PHI Utilities into the Exelon Utilities to align our operations to better serve the PHI customers base. Another major catalyst is the capacity performance revisions that have been made. While we continue to believe that FERC came to the right conclusion, putting reliability at the center of its planning process to ensure that customers in the region are well served, we always were aware that DR and Energy Efficiency were in the 2018-2019 auction. The most recent change that allows DR and Energy Efficiency to provide – to participate in the transition auctions, we believe to be non-material to the outcome. We are disappointed in the delay, but we think that we’ll be on the right track into recognize the value of our highly reliable fleet going forward. And we remain confident that the capacity construct is the best way to protect the grid as we await further clarification on the timing of these transition auctions. I think we’re getting that in the last days. So, by the September timeframe, we should have clarity on the value proposition, along with the reliability measures being enacted. In Illinois, the legislative session ended without a resolution on the market redesign for the Low Carbon standard, the Low Carbon Portfolio standard. We were disappointed that we were not able to get this outcome before the session ended, but understand where the state is focused right now on its budget priorities. The nuclear plants provide significant value to the state and its economy, and it’s mostly important to its consumers. Looking ahead, we have certain regulatory and operational triggers in September that require us to make some tough choices on the specific assets this fall, particularly in light of the continued pressure on the power markets. So we are continuing on with our disciplined plan on evaluating the assets and their likelihood to stay within the stack, and we’ll bring that to closure with our decision in September. Despite these market challenges, we continue to find ways to create value in our Constellation business, which Joe is going to talk about shortly. Part of our resilience to the power market weakness is driven by our ability to capitalize on our generation to load strategy. And this quarter, we showed the benefit from the lower cost to serve load. And the – increasing our utility business has been able to reduce the overall volatility at the enterprise level and deliver growth. You can expect that even more to be true over time. Not only is it shifting our business mix with the acquisition of PHI, but it also, with our infrastructure improvement investments, we’re investing $16 billion in our existing utilities over the next five years, which provides respectable growth rates, and roughly another $7 billion with the addition of PHI. I want to remind everybody that we can perform well even with a rising interest rate environment, which is typically a headwind in our industry. This is because our EPS is positively correlated to interest rates, due to both ComEd’s formula rate and ROE being tied to the 30-year Treasury rate, as well as the discount of our pension – discounting the rates of our pension liability. Overall, we are positive the company is able to provide more stable and durable earnings streams for our shareholders with our operational expertise in driving performance across the enterprise. With that, I’ll turn it over to Joe, who will discuss the markets. He’s followed by Jack on the financial performance. Joseph Nigro – Executive Vice President, Exelon; Chief Executive Officer, Constellation, Exelon Corp. Thank you, Chris. Good morning, everyone. The Constellation business has continued to perform well in 2015 as a result of our generation to load matching strategy. My comments today will address market events during the second quarter, and what they mean for our commercial business going forward, including our hedging strategy in our updated disclosures. Starting with slide four, the spot power markets in the second quarter have been defined by mild weather and lower natural gas prices, which drove the price in power considerably lower than in 2014 across all of PJM. The impact of low spot market conditions has carried through to the forward markets, with prices down approximately $0.45 per megawatt hour in 2016 and $1 per megawatt hour in 2017, at both PJM West Hub and NiHub since the end of the first quarter. The lack of liquidity in the forward markets has exacerbated the drops in power prices and heat rates, with the forward markets exhibiting volatile price moves on very little trading volumes for calendar 2017 and beyond, especially at NiHub. During the quarter, our hedging activities for 2016 to 2018 were executed through our retail and wholesale load businesses rather than on the over-the-counter market. Our fundamental view of power prices has not changed, but given the drop in market prices, there is a greater gap between the market and our fundamental view due to current natural gas prices, expected retirements, new generation resources, and load assumptions. Moving to slide five, I will discuss the forward market and its impacts on our hedging profile. During the second quarter we maintained our behind ratable strategy and increased our cross-commodity hedge position to increase exposure to power price upside. We have successfully used this behind ratable hedging strategy in the past when our view showed upside in the market. We are 4% to 5% behind ratable in 2016 and 2017, and 7% to 8% behind ratable if you will remove our cross-commodity hedges at NiHub. We are confident in our ability to adjust our hedging strategies to capitalize on our fundamental view. Turning to slide six, I will review our updated hedge disclosure and some key changes since the end of the first quarter. In 2015 we have a net $50 million increase to total gross margin since the end of the first quarter, driven primarily by strong performance and execution. We executed on $200 million of power new business and $50 million of non-power new business during the quarter. Based on 2015 performance to date and expectations for the full year, we have increased our power new business target by $50 million. Our generation to load strategy was successful last year during the extreme polar vortex conditions, and it’s serving us well this year under weaker load and price conditions. It is further augmented by strong performance from our portfolio optimization activities and our Integrys acquisition. For 2016, we saw prices decrease across most regions, decreasing around $0.45 per megawatt-hour in both the Mid-Atlantic and the Midwest. This resulted in a decrease in our open gross margin of approximately $200 million, which was offset by our hedging activities. During the quarter we executed $100 million of power new business and $50 million of non-power new business, and are raising our power new business targets by $50 million additional due to commercial opportunities, for a gross margin increase of $50 million in 2016. For 2017, prices decreased by approximately $1 per megawatt hour in both the Mid-Atlantic and Midwest. This resulted in a decrease of $300 million in our open gross margins. Despite the drop in prices, our total gross margin is only down $50 million due to our hedged position and an increase in our power new business target of $100 million in case we have line of sight into additional commercial opportunities. Since the beginning of the year, prices have fallen due to mild weather, lower gas prices, lower load demand in the Midwest, and a lack of liquidity in the markets. Prices have fallen more in 2017 and beyond than in 2016. Although this weakness in the spot market has impacted forward markets, we are confident in our fundamental view of the gas and power markets and are positioning our portfolio to take advantage of this. Now I’ll turn it over to Jack to review the full financial information for the quarter. Jonathan W. Thayer – Chief Financial Officer & Senior Executive VP Thank you, Joe, and good morning, everyone. We had another strong quarter. My remarks will cover our financial results for the quarter, third quarter guidance range, and our cash outlook. Starting with our second quarter results on slide seven, Exelon exceeded our guidance range and delivered earnings of $0.59 per share. This compares to $0.51 per share for the second quarter of 2014. Exelon’s Utilities delivered combined earnings of $0.25 per share and were flat to the second quarter of last year. During the quarter, we saw favorable weather at PECO and unfavorable weather at ComEd. Cooling degree days were up nearly 37% from the prior year and 47.4% above normal in Southeastern Pennsylvania, and down 34% from the prior year and 21.6% below normal in Northern Illinois. Distribution revenues at ComEd and BGE were higher quarter-over-quarter. In addition, BGE had a decrease in uncollectible accounts expense compared to the second quarter of 2014. Exelon Generation had another strong quarter, delivering earnings of $0.36 per share, $0.09 higher than the same period last year. As Joe mentioned, our generation to load matching strategy continues to prove effective. We benefited from a lower cost to serve both our retail and wholesale customers, and had strong performance from our portfolio management team. In addition, compared to the second quarter of 2014 we had fewer outage days at our nuclear plants, which had a positive contribution from the Integrys acquisition, higher realized nuclear decommissioning trust fund gains, and received additional benefits quarter-over-quarter from the cancellation of the DOE spent nuclear fee. These positive factors were partially offset by higher tax and interest expense. More detail on the quarter-over-quarter drivers for each operating company can be found on slides 18 and 19 in the appendix. For the third quarter, we are providing guidance of $0.65 to $0.75 per share. Accounting for the impact of the increased share count and the debt associated with the Pepco Holdings transaction, and assuming the transaction closes in the third quarter, we are narrowing our full-year guidance from $2.25 to $2.55 per share, to $2.35 to $2.55 per share. Our guidance does not assume that bonus depreciation is extended. Slide eight provides an update on our cash flow expectations for this year. We’ve simplified the format of our slide to provide a clearer view of our cash flow at each operating company, including explicitly showing free cash flow. We project cash from operations of $6.6 billion. We project free cash flow of $900 million at Generation in 2015. 80% of our total growth capital expenditures are being invested in our utilities over the next three years, which will provide stable earnings growth. In June we completed the debt portion of our financing for the Pepco transaction by issuing $4.2 billion in senior notes, with the majority of these proceeds being used to fund the transaction. Strong market demand allowed us to upsize the offering, enabling us to pull forward some future-planned corporate debt issuances. We issued across the tenor spectrum with an average maturity of approximately 14 years and an average weighted average coupon of 3.79%. Earlier this month we completed the settlement of the equity forward transaction. The combination of these financings allows us to close the merger quickly upon receiving approval from the D.C. Public Service Commission. Our balance sheet remains strong and gives us the ability to invest and grow our business. As a reminder, the appendix includes several schedules that will help you in your modeling efforts. Thank you, and we’ll now open the line for questions. Question-and-Answer Session Operator And our first question will come from the line of Greg Gordon with Evercore ISI. Greg Gordon – Evercore ISI Good morning. Christopher M. Crane – President, Chief Executive Officer & Director Hi, Greg. Greg Gordon – Evercore ISI Couple of questions. First, when you talk about commercial opportunities, in the context of your comfort level raising your guidance for power new business/to go, are we talking about sort of the inherent counter-cyclicality of the margins in that business in the low wholesale environment, i.e., are we moving closer off the $2 floor in margins and closer to the $4 sort of peak of the cycle margins that you see in that business historically, or is it simply new customers, more volumes than you had projected in either the gas or the electric business? Christopher M. Crane – President, Chief Executive Officer & Director Joe? Joseph Nigro – Executive Vice President, Exelon; Chief Executive Officer, Constellation, Exelon Corp. Yeah, Greg. In this specific instance, specifically for 2016 where we’re raising our power new business/to go by $50 million and 2017 by $100 million, it’s really – it’s not related to those load margins. It’s more specifically related to some proprietary structured commercial opportunities that we have really solid line of sight into on the wholesale side of the business, quite frankly. To your point though, I think it’s important to note we have raised our targets each – $50 million each quarter for 2015, for a total of $100 million so far year-to-date. And a lot of that has been driven by really three things. One is the monetization of loads that we sold at higher prices last year. So, we have seen increased value from that load-serving business, some of our optimization activities. And then we went in, as you saw from our disclosures last quarter, we went in with a short bias with a backstop of our own generation, and given the results of market prices in 2015 to date, that’s performed well. We would only look to raise those targets, the power/to go targets or non-power/to go targets, if we have good line of sight into specific opportunities. And in this case, we do. Greg Gordon – Evercore ISI Okay. Follow-up to that. If these are fairly chunky opportunities and you win them, will we get a sort of a discrete disclosure or would that just – would we get – would you just update it on a quarterly basis as per your usual, moving from to go to, into the hedges? Joseph Nigro – Executive Vice President, Exelon; Chief Executive Officer, Constellation, Exelon Corp. Yeah. Yeah. We’ll disclose that when the negotiations are complete. Christopher M. Crane – President, Chief Executive Officer & Director And Greg, it will be in the MD&A disclosure in our interview (19:24), when it occurs. Greg Gordon – Evercore ISI Okay, great. Second question. In light of economic conditions in Texas, most of your investors would probably rather see you pull the plug on this gas-fired project that you’re pursuing. What gives you the confidence that the through-the-cycle economics of that investment are still worth going forward in this environment? Christopher M. Crane – President, Chief Executive Officer & Director So as we said, we’ve got a very good deal on acquiring these assets on our brownfield site. Minimal infrastructure investment. They still have a double digit IRR with these market forwards. If you just projected we stay here for 10 years, and then plug the fundamentals in after, we’re still at a double-digit IRR. This is a solid investment. These are going to be dispatched first. They’re the highly efficient, air-cooled, and at the right price. Greg Gordon – Evercore ISI Concise answer. Thank you. Take care. Christopher M. Crane – President, Chief Executive Officer & Director All right. Operator And your next question will come from the line of Steve Fleishman, Wolfe Research. Steven Isaac Fleishman – Wolfe Research LLC Yeah. Hi, good morning. Christopher M. Crane – President, Chief Executive Officer & Director Good morning. Steven Isaac Fleishman – Wolfe Research LLC First to Jack, clarification. So in the updated 2015 guidance, are you including some amount of POM, both the business and the financing costs? And if so, is it positive or negative within the year? Jonathan W. Thayer – Chief Financial Officer & Senior Executive VP So Steve, we are including – we are including the equity and the debt associated with the PHI acquisition. So for share count purposes, that incorporates a weighted average share base of 892 million shares. It does assume the third quarter close of PHI. But there is a measure of dilution this year that’s related to the increased share count, the debt, and as we pursue rate cases on PHI, improve their revenues and earnings, we’ll see the accretion that we anticipate with that transaction in future periods. Steven Isaac Fleishman – Wolfe Research LLC Okay. So just to clarify, when you net for this short period into year-end, when you net POM revenue and the financing cost, it’s actually – your numbers would have been higher in this guidance if you hadn’t included that. Jonathan W. Thayer – Chief Financial Officer & Senior Executive VP Modestly, Steve. Steven Isaac Fleishman – Wolfe Research LLC Okay. But then we’ll get the… Jonathan W. Thayer – Chief Financial Officer & Senior Executive VP It (22:02), but not materially so. Steven Isaac Fleishman – Wolfe Research LLC But the future accretion guidance that you gave, I think, at the last quarter, or recent commentary, that’s still good for future years? Jonathan W. Thayer – Chief Financial Officer & Senior Executive VP The impact on rate cases and the deferral of those rate cases modestly impacts the accretion, but we’re still at the – as we disclosed at the last quarter, we’re still at the sort of bottom end of the range in 2017 that we gave. Christopher M. Crane – President, Chief Executive Officer & Director And so, it’s 2018 to get to that – more to that midpoint of the run rate that we talked about. Steven Isaac Fleishman – Wolfe Research LLC Right. But you said that – you clarified that, I think, the last call or so. That’s not new. Okay. Christopher M. Crane – President, Chief Executive Officer & Director Yes. So, $0.15 in 2017, and you’ll see us head to the upper end in 2018. Steven Isaac Fleishman – Wolfe Research LLC Okay. Second question is just with respect to the power views. I kind of feel like just, the last few calls you’ve been a little bit more mixed on your power views. You’re a lot more bullish right now, at least, I guess, with respect to NiHub. Is that mainly just a fact that you had to pull back as of Q2 end, and so you’re just more bullish because the starting price is lower, or are you more bullish even if the prices had stayed flat? Christopher M. Crane – President, Chief Executive Officer & Director It’s, the prices have gone lower. We’re more bullish, they’re non-sustainable at this level. Joseph Nigro – Executive Vice President, Exelon; Chief Executive Officer, Constellation, Exelon Corp. Yeah. And, Steve, what I would say is, our view of the absolute value of power price hasn’t changed quarter-over-quarter, and what’s changed is we saw a material drop in the back end of the power curve and I’m talking to NiHub, but it’s attributable to West Hub as well, but our upside is really baked at NiHub where we see material upside as you move out into that 2018, 2019 timeframe. We see upside as well in that 2016, 2017 period, and what’s changed is the market has fallen so much, quarter-over-quarter; our absolute view of power price hasn’t changed. So that spread has gone wider. And when we look at our fundamental models at NiHub, in particular, we see a lot of value that’s still to be derived, and that’s due to the changing dispatch stack and some of the other things that we’ve talked about previously. Christopher M. Crane – President, Chief Executive Officer & Director Talk about the lack of liquidity. Joseph Nigro – Executive Vice President, Exelon; Chief Executive Officer, Constellation, Exelon Corp. Yeah, the liquidity piece of it is a big part of it, Steve. We had a $0.40 – approximately $0.40 a megawatt-hour drop in PJM, in West Hub and NiHub in calendar 2016. That’s the most liquid period on the forward curve. When we’ve pulled data and we have access to and look at what’s going on in the out-years, 2018, 2019, 2020 where we saw a material drop in prices, there is absolutely nothing trading at NiHub. There had been some few sporadic trades at West Hub, and you see the market set prices off of those trades. And our view is through time, that spread relationship between the West Hub and NiHub is going to collapse because of the retirements on the western side, the new builds on the eastern side, and that’s why we think there is material upside. But our fundamental absolute view on power price hasn’t changed. It’s just the way the market reacted quarter-over-quarter. Steven Isaac Fleishman – Wolfe Research LLC Okay. Thank you very much. Operator And your next question will come from the line of Daniel Eggery (sic) [Daniel Eggers] (25:35) with Credit Suisse. Dan L. Eggers – Credit Suisse Securities ( USA ) LLC (Broker) Hey, good morning, guys. On Pepco, could we just talk about the process? So assuming that the D.C. decision comes soon, what is the process for closing from this point, and what bearing does the Maryland appeal have on your ability to close right now? Christopher M. Crane – President, Chief Executive Officer & Director I’m going to get Darryl Bradford to cover that. Darryl M. Bradford – Executive Vice President & General Counsel Hey, Steve. Christopher M. Crane – President, Chief Executive Officer & Director It’s Dan. Darryl M. Bradford – Executive Vice President & General Counsel I’m sorry. Dan, we expect to – assuming a acceptable order from the D.C. Commission, we expect to close promptly after that order. Our contract would indicate that that will take place within 48 hours of approval by the D.C. commission. And we don’t think that the Maryland motion should be any bar to us closing. We don’t believe that that motion has any merit whatsoever. As you know, the alleged conflict of interest of one of the commissioners having a preliminary interviewing discussion, which she stopped, with a non-party, isn’t a basis under Maryland law to question the independence of that decision, let alone to stay the proceedings. No court in Maryland and no commission in Maryland has ever suggested there’s a conflict with the commissioner of any agency having a conversation with a non-party. Particularly where, as here, Exelon is one of some 45 board members, 140 members in an agency that includes public interest groups like Public Citizen, which was a party below and was the first one to raise this conflict issue. So we don’t think that that motion has any merit. We filed a response yesterday with the court, and we plan to go ahead and close promptly after the D.C. commission issues an order, assuming that that order has acceptable conditions. And we have faith that the D.C. commission will do the right thing. We think we’ve put in a strong case with a lot of benefits for customers and protections for customers. And we look forward to a prompt closing. Dan L. Eggers – Credit Suisse Securities ( USA ) LLC (Broker) Okay. Got it. And then I guess just on the nuclear plants in Illinois with PJM, I guess, probably moving the closure date to October. That’s still probably before Illinois can act legislatively. With the drop in the forward curves, is there a practical way where you can look at those plants and think that they stay economic without some sort of legislation in Illinois? And does that force your hand come October? Christopher M. Crane – President, Chief Executive Officer & Director The capacity market fixes, focused on reliability, will not be enough to keep all the units economically viable. It does give us some support for the investments that we continue to make on the assets to maintain the reliability but it’s not totally there. We need a market fix in Illinois to stop the non-competitive nature of the market. And short of the legislation to fix that, we will have to make decisions on retiring assets that are not economically viable. As we talked about previously, we have requirements around notification to PJM of our intent to retire units. It’s an 18-month notification. We also have commitments around when we have to notify of our availability for the 2018-2019 auction in participation on that. And very importantly, we have to order and design cores that – fuel cores that take a while for us to – or 2019-2020 auction instead of 2018-2019, 2019-2020 auction, our participation there. And we have to order the cores, and there’s a long lead time there. Are we going to run for an additional year or are we going to run for a longer period of time? And that’s a very expensive decision to make. So, at least on the PJM (30:34) we’ll make the decision, the final decision, if we’re going to do that, in the September timeframe. We’ve been in consultation with the Board and we’ll continue to consult with the Board, and where management’s made their decision we’ll pass that to the Board for the final approval in that timeframe, and continue with the outreach to our stakeholders. Dan L. Eggers – Credit Suisse Securities ( USA ) LLC (Broker) Chris, just given the fact that you’re not going to have legislation realistically done before September, and you kind of laid out the other challenges, doesn’t it – what would cause you to not close the plants come September, based on the fact pattern you just laid out for us? Christopher M. Crane – President, Chief Executive Officer & Director If the units clear the 2018-2019 auction, that would show that they’re financially viable. That is a long shot in our opinion, just because of the cost structure and how the forwards have continued to collapse at the bus at a couple of these units. We’ve got the transmission constraints, we’ve got the overproduction and importation of wind that not only drops the spot but continues to collapse the forward curve. The disconnect between NiHub and the bus at some of these units is $6, $7. And we have worked very closely with all the stakeholders involved for over a year and a half on trying to come to resolution, and it is the time that we’ll have to make the decision after we see what happens with the capacity auctions. We don’t take the decision lightly. We understand the effect that we have on the communities and potential effect on employees, but this has been a long-term issue that we’ve been evaluating and trying to come to resolution, and we’re staying within the timeline. Actually, we extended our timeline last year to give more time to come up with the proper market fixes, and to be compensated adequately for operating these units versus subsidizing a low-cost market. Dan L. Eggers – Credit Suisse Securities ( USA ) LLC (Broker) And I don’t mean to beat this to death (32:49) for this, but would closing a Quad or a Clinton show up noticeably as accretive to you guys on 2017 numbers? Christopher M. Crane – President, Chief Executive Officer & Director We don’t – we have not looked at that, and don’t look at it. We analyze the plants as a standalone in their own economics, so it’s about a plant losing money. We have not evaluated; others have and others have talked about the impact to consumers on those units closing. The state itself did that assessment, and there is some material impact on the consumer, but we have not evaluated anything specific to Exelon. Dan L. Eggers – Credit Suisse Securities ( USA ) LLC (Broker) Okay, very good. Thank you. Operator Your next question will come from the line of Jonathan Arnold with Deutsche Bank. Jonathan Philip Arnold – Deutsche Bank Securities, Inc. Good morning, guys. Christopher M. Crane – President, Chief Executive Officer & Director Hey. Jonathan W. Thayer – Chief Financial Officer & Senior Executive VP Good morning. Jonathan Philip Arnold – Deutsche Bank Securities, Inc. One – just – given your comments about liquidity in the forward curve, is it fair to assume that you’ve probably not done much in the way of 2018 hedging yet? Because ordinarily you would have been a couple of quarters into it. Just curious if you could give us any insight? Joseph Nigro – Executive Vice President, Exelon; Chief Executive Officer, Constellation, Exelon Corp. Yeah, Jonathan. We are behind our ratable sales plan in 2018. As you know, we have a very big load-serving book of business, so we’ve captured opportunities, both in our retail and wholesale load-serving businesses to the extent possible, in 2018. And in addition, at times, as we’ve spoken about in other years, we used the gas market as well. But to sell straight OTC power in 2018, we’ve not done much, if any, of that at all. Jonathan Philip Arnold – Deutsche Bank Securities, Inc. Okay. And then just to revisit the commercial opportunities comment. Can you give us any insight as to what kind of opportunities you’re talking about? And is it, are they the result of others pulling back from the market, or just successful discussions with potential clients I guess? Christopher M. Crane – President, Chief Executive Officer & Director It’s early on that one, Jonathan. We’ll do the full disclosure when we complete the negotiations. Jonathan Philip Arnold – Deutsche Bank Securities, Inc. Okay. Sorry to re-ask that. And then, Chris, at the outset, you made the comment that you saw the inclusion of DR in the transition auctions as being, I think you said, nonmaterial to the outcome? Christopher M. Crane – President, Chief Executive Officer & Director Yes. Jonathan Philip Arnold – Deutsche Bank Securities, Inc. Could you share a bit more of your kind of logic and thought process behind that statement? Christopher M. Crane – President, Chief Executive Officer & Director Yeah. Joe? Joseph Nigro – Executive Vice President, Exelon; Chief Executive Officer, Constellation, Exelon Corp. Jonathan, it’s Joe. First of all, we lost over $1 billion of market cap post the announcement of that, of the inclusion of DR in 2016-2017 and 2017-2018. And we really thought it was a little bit of an overreaction. As Chris mentioned, we’re disappointed in the delay, but we don’t believe there’s going to be a material impact to either of those transition auctions. As you’re aware, DR was already included in 2018-2019 and beyond. The reason why we don’t think it’s a material impact in the transition auctions is really related to how the auctions themselves cleared on the base residual, and the separation in price in 2016-2017 on one side, and then the amount of DR that clears in the 2017-2018 auction, and when we put that all into our models, it’s very similar to what we’ve read, quite frankly, from a lot of what’s been written by the equity community, that it’s going to be a limited impact. Jonathan Philip Arnold – Deutsche Bank Securities, Inc. Okay. Thank you for that. Operator And your next question will come from the line of Julien Smith with UBS. Julien Dumoulin-Smith – UBS Securities LLC Hi. Good morning. Jonathan W. Thayer – Chief Financial Officer & Senior Executive VP Hey, Julien. Julien Dumoulin-Smith – UBS Securities LLC Hey. So, first quick question and it does kind of rehash a little bit here, but on the fundamental upside you’re talking about, just to be clear, what does that assume in terms of retirements, just to be clear? Your own retirements, particularly as you’re thinking about the life of your portfolio here in the back half of the year? Christopher M. Crane – President, Chief Executive Officer & Director Yeah. We have not evaluated the potential retirement of any our assets on market-forward prices. And, so this is just based off of fundamentals of what has been announced, and what we see for retirements, what we see for the economic viability of the existing fleet in what they would have to clear to stay viable going forward. So it’s not a sustainable market forward with the asset mix that’s currently in. It has nothing to do with any forward decision we would make. Julien Dumoulin-Smith – UBS Securities LLC Right. So just to be clear, nuclear retirements would be incremental to your fundamental upside? Christopher M. Crane – President, Chief Executive Officer & Director We don’t know that. We have not analyzed it and I wouldn’t want to project one way or the other. It’s, there are two different things. The nuclear asset retirement is based off of the economic viability of the asset on the stand-alone. And we have had losses and free cash flow losses in the trailing five years of some significance. And we project going forward with these market forwards, them to be even worse than they were a year ago, which is driving us to make that decision. It is not based off of any potential impact on the market forwards or the rest of the fleet’s viability. Julien Dumoulin-Smith – UBS Securities LLC Got it. And then two subsequent questions here. First, in terms of the FCF losses, what would you estimate those as being, both for the eastern portfolio and for the ComEd portfolio as it stands today? And then secondly, tied into that, as you evaluate the remaining life of some of these assets, would you imagine layering one announcement after another? So I suppose specifically, there’s a timing issue related to ordering new cores. I imagine certain units have to get those orders in before others. Could we see one nuclear retirement and then subsequently, depending on what happens in the legislative arena, et cetera, see further announcements later this year, in trying to reconcile the bigger issues around FCF deficit? Christopher M. Crane – President, Chief Executive Officer & Director Yeah. We’ve discussed fairly openly the units, the affected units. PJM’s rules require us an earlier notification than MISO’s rules. And so, we would be moving forward, if we have to, on PJM units before MISO units. We don’t project a MISO decision until beginning of next year, looking at the opportunities we have with that unit either through legislation or other mechanisms, to secure the required revenues that we need there. We’ve talked about New York units. We’re still working with our partners in our stakeholders in New York to look at, is there a viable way beyond – a reliability must-run situation to maintain economic viability there? And the final asset that’s been in discussion is Oyster Creek, which we’ve already had an agreed-upon early retirement date at the end of 2019. So, short of the – short of a, some type of failure that was a costly failure on the unit, we would run into that period to allow adequate transition, utilization of the fuel, and adequate transition of our employee base to other facilities. Julien Dumoulin-Smith – UBS Securities LLC Got it. But just to be clear about the MISO unit there, depending on the success this year in the legislative arena, would that drive that decision? Christopher M. Crane – President, Chief Executive Officer & Director It would have a – it would heavily weight our decision. Julien Dumoulin-Smith – UBS Securities LLC Great. Thank you. Operator And we have time for one final question. Your final question will come from the line of Chris Turnure with JPMorgan. Christopher J. Turnure – JPMorgan Securities LLC Good morning, guys. I wanted to get a little bit more color on the Pepco approval process here, and the court challenge, than what you’ve already talked about. Do you have any sense of the precedent, or a precedent, for actually staying a commission order? Obviously you disagree with the merit of this case. But you do you have any precedent there, and what would be the path forward if it was not stayed, and you got the decision out of D.C.? Darryl M. Bradford – Executive Vice President & General Counsel Thanks. It’s Darryl again. Yeah, the precedent on a stay is very clear in Maryland. It’s an extraordinary remedy. It is rarely granted. You have to show a likelihood of success on the merits. And the motion does not, on the merits of the underlying merger, raise any issues whatsoever. The only issue that raises is this specious purported conflict claim, which we think is very, very weak. So, we don’t think they’ve attempted to meet that. They would also have to show irreparable harm, which – they spend a paragraph trying to satisfy that. It’s really not very persuasive, in our view. They would have to show that a stay is in the public interest. And, of course, not only has the Maryland Commission, but the New Jersey Commission, the FERC, the Delaware Commission have all found that this merger is in the public interest. And they’d also have to show that the hardships favor them, and in our pleading we lay out why disrupting – the hardship of potentially disrupting a $7 billion merger outweighs any hardships that would occur from the grant of the stay. So we think it’s an extraordinary remedy. We don’t think that they’ve come close to meeting those standards in any respect. And the law is also very clear that in Maryland, it’s not a balancing. They have to satisfy each and every one of those elements, and in this case, in our view, they haven’t satisfied any of them. So, that leaves us in a position where, upon D.C. approval, and assuming that the court agrees with the pleading we filed yesterday and doesn’t grant a stay, that promptly upon the D.C. Commission joining the other commissions in finding that this is in the public interest, and assuming that any conditions it imposes are not unduly burdensome, that we would close promptly. Christopher J. Turnure – JPMorgan Securities LLC Okay. Great. That’s very helpful. And then, is there – or my understanding is that D.C. has to rule by the end of August. Is there any flexibility around that timing? Can they extend that again? Darryl M. Bradford – Executive Vice President & General Counsel Yeah. There is no clock in D.C., so they are not under any time constraint. Generally, the D.C. Commission has ruled within 90 days of something being fully briefed and submitted to them. This was fully briefed at the end of May. So that 90 days would end at the end of August. I think that’s where that date comes from. Obviously, we’re hopeful that sooner is better than later, but that will be up to the D.C. Commission, and they’ll rule when they have finished their work. They are, I think, acutely aware that a lot of people are looking for a decision from them, and they understand that. But they will take the time that they deem necessary in order to do their job right. Christopher J. Turnure – JPMorgan Securities LLC Okay. And then if I could, real quick, Joe, I just wanted to follow up, you’ve mentioned lack of liquidity in the forward markets a couple of times on the call here. Is this a lack of liquidity that exceeds just the general nature of these markets and what you’ve seen historically? Has that increased, and if that is the case, do you have an opinion as to why there might be so few trades going on out there? Joseph Nigro – Executive Vice President, Exelon; Chief Executive Officer, Constellation, Exelon Corp. Yeah, I think it’s probably worse than it has been historically. And I think some of it is, there is just no natural buyers out on, that far out on the forward curve, as I said. The back end of the forward curve was dropped much more than in like 2016, where there were more natural buyers, whether we talk about retail or speculators or other participants. So I think with some of the folks that used to participate in the markets not doing that, some on the banking side and others, I think it’s had a material impact. Christopher J. Turnure – JPMorgan Securities LLC Great. Thanks a lot. Operator Thank you. And that will conclude today’s conference call. We appreciate your participation. You may now disconnect.