Shareholder primacy and the advent of enlightened shareholder ...
The French State as a shareholder and the Utilities Sector ... · 2009 outlook Strong increase in...
Transcript of The French State as a shareholder and the Utilities Sector ... · 2009 outlook Strong increase in...
Europlace TokyoNovember 16, 2009
The French Stateas a shareholderand the Utilities
Sector in France
EDF presentation
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DisclaimerThis presentation does not constitute an offer of securities for sale in the United States or any other jurisdiction.
No reliance should be placed on the accuracy, completeness or correctness of the information or opinions contained in this presentation. None of EDFor any of its affiliates, advisors or representatives, shall bear any liability (in negligence or otherwise) for any loss arising from any use of thispresentation or its contents or otherwise arising in connection with this presentation.
All statements other than statements of historical fact included in this presentation, including, without limitation, those regarding the financial position,business strategy, management plans and objectives for future operations of the Group, are forward-looking statements. These forward-lookingstatements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements of theGroup, or industry results, to be materially different from those expressed or implied by these forward-looking statements. These forward-lookingstatements are based on numerous assumptions regarding the Group’s present and future business strategies and the environment in which theGroup expects to operate in the future. Important factors that could cause actual results, performance or achievements of the Group to differ materiallyfrom those in the forward-looking statements include, among other factors: the effective implementation of the Group’s strategy, including in gas andenergy-related services; the competitive framework of the European energy markets, especially of the French electricity supply market, which is theGroup’s main market; prevailing governmental policies, administrative decisions or delays, and regulatory actions, in particular with respect toregulated prices and allowed rates of return, and public service missions; the climatic environment, the level and volatility of wholesale electricity andfuel prices and supplies; risks associated with operating nuclear and other power generating facilities, including operating and liability risks and costs,equipment failure, availability and output; regulatory changes affecting the industry, including environmental, health or safety regulations that couldrequire additional expenditures or otherwise affect the cost and manner of doing business; changes in the Group’s structure and holdings related to theopening up of the French market to competition; the adaptation of the Group’s technology and workforce to developments in the markets in which theGroup operates; changes in market demand and demographic patterns; expectations with respect to the Group’s obligations related to pensions andother employee benefits; the ability of the Group to realize anticipated cost savings, synergies and operating efficiencies; effective implementation ofany acquisitions or disposals; the effect of accounting pronouncements issued periodically by accounting standard-setting bodies; weather conditionsand other natural phenomena affecting the Group’s operations, and accidents or ill-intentioned acts; changes in the Group’s relationship with itsemployees or labor disputes; general economic and political conditions in the countries where the Group has operations; unanticipated changes ininterest rates, currency exchange rates or rates of inflation; and widespread power outages in France or in an area served by a Group subsidiary.
Detailed information regarding these assumptions and risk factors are available in the “Document de Référence” of EDF filed with the Autorité desMarchés Financiers on April 14, 2009 under number D.09-0243, which is available on the AMF's website at www.amf-france.org and on EDF’s websiteat www.edf.com
Forward-looking information contained in this document only apply at the date of this document and EDF does not commit to updating them later toreflect subsequent facts and circumstances or occurrence of unanticipated events.
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Europlace TokyoNovember 16, 2009
The French Stateas a shareholderand the Utilities
Sector in France
An overview of EDF
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EDF 2008 Key Figures
Sales : €64.3Bn
EBITDA : €14.2Bn
Net Income from ordinary operations:€4.3Bn
160,000 employees
Total Balance Sheet : €200Bn
A leading European utility, with alarge European presence
The largest generation fleet inEurope
The largest nuclear fleet worldwide
Strong cash flow generation and solidfinancial structure
A balanced model betweengeneration and supply ; regulatedand non-regulated activities
EDF in a nutshellEDF in a nutshell
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Asserted leadership in the global nuclearrevival
UNITED STATESJoint venture with CONSTELLATION(for the building of EPRs)
UNITED KINGDOM4 EPRs with CENTRICA1st in 2017
FRANCE2 EPRs, Flamanville, Penly
ITALYJoint venture with ENEL
CHINAJoint venture with CGNPC2 EPRs1st in 2014
United Kingdom: nuclear overview andreminder of EDF’s strategy
The nuclear revival in the United Kingdom
Substantial investment needs due to the necessary renewal of 50% of generation facilities by 2025
“Nuclear White Paper” published on 10 January 2008 in favor of a nuclear revival in the UnitedKingdom
Political consensus and support of public opinion
EDF Group’s strategic targets in the United Kingdom
Positioning EDF as a major player in the UK’s nuclear revival
Building and operating 4 EPRs in cooperation with Centrica, with the first being commissioned byend-2017
Replicating Flamanville 3 as an EPR model in the United Kingdom
Acquisition of British Energy
Completed on 5 January 2009
Strengthened position in Europe and more robust business model in the UK
Partnership with Centrica on existing nuclear fleet
Financial aspects:
- Strong contribution to H1 2009 Group’s EBITDA
- Realisation of synergies
- Financial expenses of the acquisition debt covered by the cash flow generated by British Energy
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CEG: a nuclear player recognized for its operating performance and havingchosen the EPR as 3rd generation technology
Acquisition of 49.99% of CENG
- Operating 5 highly efficient nuclear plants for a total capacity of 3.9 GW
- Total consideration of $4.5 billion
- Closing of the transaction on 6 November 2009
Unistar: a JV key to EDF in US New Nuclear Build
Key targets- Develop an industrial partnership and invest in a US nuclear operator to build EPRs together
- Leverage on EDF’s experience and know-how in nuclear energy
Setting up of a 50/50 joint venture Unistar Nuclear Energy LLC (UNE)in July 2007
- With one partner, CEG
- Unistar’s exclusive rights for the development of the US EPR. Priority given to the development of a series of 4EPRs with Calvert Cliffs (Maryland) as the first EPR to be commissioned
- CEG bringing 3 sites where 4 EPRs can be built
- Principle of an Engineering, Procurement, Construction (EPC) contract with Areva/Bechtel consortium
- 500 people (UNE, Areva, Bechtel,…) currently involved in the US EPR project
United States: CEG and Unistar
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A European footprint second to none
6M customers
15 GW installed
187 000 customers
12.5 GW installed
26.5M customers
96.6 GW installed
6.7M customers
16.5 GW installed
3.8 GW installed
Trading activities
53,3% 63,3%
1.5M customers
1.7 GW installed
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Accelerated expansion in renewable energiesand energy eco-efficiency
Rapid growth in wind power and photovoltaic solar energy
New targets: 4,000 MW installed by 2012, including500 MWc in photovoltaic solar energy
EDF Energies Nouvelles’ capital increase
EnBW’s offshore wind farm projects in the Baltic Sea andthe North Sea
Reinforcement in hydropower
Continuation of the SuperHydro maintenance programme
Water filling of the Nam Theun dam’s Reservoir in Laos
Rollout of energy eco-efficiency offers
* Including EDF trading and EDF Énergies Nouvelles
Buoyant international* businesses bolsters Group’s results,with a material contribution from British Energy
A financial structure amongst the best in the sector
Solid H1 2009 financial performance
Sales: € 34.9bn + 8.2%
EBITDA: € 10.1bn + 12.2%
Net income fromordinary operations: € 2,926M - 5.5%
Net income(Group share): € 3,117bn stable
Net debt: € 24.5bn € 36.8bnEnd-2008 End-H1 2009
of which € 10.8bnlinked to the acquisition
of British Energy
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EDF Group’s sales 9 months to 30 September:€48.3 billion
9-month2008
Sales
9-month2009
45,300
48,336
France51%
OutsideFrance
49%
France54%
OutsideFrance
46%
+ 1.3%
+ 13.0%
+ 6.7%
In € million
Group’s sales up 6.7% to €48.3billion driven by strong performanceof international business (+13%)
2.9% organic growth
Good overall resilience indemanding market conditions
+ 4.7%*
+ 1.3%*
+ 2.9%*
* Organic growth11
2009 outlook
Strong increase in reported EBITDA, thanks to the contribution
of British Energy
EBITDA at constant scope and exchange rates close to 2008
level pre-TaRTAM, at standard winter climate conditions, as a
consequence of lower nuclear output expected in Q4 2009
Significant rise in reported Net Income (Group share)
Decline in Net Income from ordinary operations as a
consequence of lower nuclear output expected in Q4 2009
Debt to EBITDA ratio between 2.5 and 3 times, before effect of
announced disposals
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Europlace TokyoNovember 16, 2009
The French Stateas a shareholderand the Utilities
Sector in France
The French State as ashareholder
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EDF shareholding structureas of end 2008EDF shareholding structureas of end 2008
84.7%French State
Retail and institutionalshareholders13.2%
EDF’s employees2.0%
EDF has been publiclytraded since November2005
The French State is EDF’smain shareholder, with an85% stake
By Law, the French Statemust hold at least 70% ofEDF’s share capital
Treasury stock0.2%
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EDF corporate governance
EDF is prone to fulfill the laws of listed companies and the specific rules of apublic sector entity. Both sets of rules have to be combined.
In practice, the conciliation raises no difficulty:
For instance, EDF decided in December 2008 to refer to the AFEP*-MEDEF**recommendations of October 2008 as corporate governance code :
Annual report on the evolution of board's functionning; entrusted to an external firm every threeyears. Regular update of the Board of Directors rules of procedure.
The board has appointed all the appropriate committees
Moreover, EDF is compliant with internal control procedures COSO***
Rating and annual report for sustainable development
In-house group-wide policy : Group social responsability agreement, Groupsustainable development policy, Environmental management systems
*AFEP: French listed companies association . **MEDEF: French companies association***COSO: Committee of Sponsoring Organizations
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As a conclusion…
No conflict in being a listed company operating in competitivemarkets and having the State as major shareholder
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