Interim Report January-March 2015: Successful divestment of the Swedish electricity distribution business

FORTUM CORPORATION INTERIM REPORT JANUARY-MARCH 2015 29 APRIL 2015 AT 9:00 EET

January−March 2015, continuing operations
• Comparable operating profit EUR 343 (358) million, -4%
• Operating profit EUR 350 (366) million, of which EUR 7 (8) million relates to items affecting comparability and sales gains
• Earnings per share EUR 0.33 (0.35), -6%, of which EUR 0.01 (0.01) per share relates to items affecting comparability and sales gains. EPS for total Fortum including the effect from discontinued operations is 0.40 (2.53), -84%.
• Cash flow from operating activities totalled EUR 516 (405) million, +27%
• Sale of Fortum’s electricity distribution business in Sweden concludes the Distribution divestment process
• Distribution business treated as discontinued oprerations according to IFRS 5
• Pekka Lundmark appointed President and CEO; to start in the beginning of September

* Key figure financial ratios are based on total Fortum, including discontinued operations

Summary of outlook
• Fortum continues to expect the annual electricity demand to grow in the Nordic countries on average by approximately 0.5% in the coming years
• Power and Technology segment's Nordic generation hedges: for the rest of the year 2015, approx. 50% hedged at EUR 41 per MWh; and for 2016, approx. 20% hedged at EUR 37 per MWh
• The run-rate operating profit level (EBIT) for the Russia segment, RUB 18.2 billion, is targeted to be reached during 2015. The euro-denominated result level will be volatile, due to the translation effect

Fortum’s interim CEO Timo Karttinen

“Fortum’s market environment remained weak during the first quarter of 2015. Results declined, mainly due to lower electricity prices and warm weather.

Comparable operating profit totalled EUR 343 million. Cash flow from operating activities was strong and totalled EUR 516 million. This was mainly due to the positive impact of realised foreign exchange differences and changes in working capital.

Looking at the comparable operating profit per segment, Power and Technology’s comparable result was burdened by the low electricity system spot-price levels as well as somewhat lower volumes. Heat, Electricity Sales and Solutions’ results improved mainly due to lower fuel costs. The Russia segment’s comparable result showed improvement due to the new capacity, although the weak rouble, especially at the beginning of the year, clearly had a negative impact on the segment’s euro results.

Fortum’s binding agreement to sell the Swedish electricity distribution business, signed during the first quarter, was an important step in the company’s transformation. This concludes the total sale of the Distribution segment. The Swedish deal is to be finalised in the second quarter of this year and is the biggest in Fortum's history.

After the finalisation of the sale of Distribution, Fortum will be a producer and supplier with strategic focus on clean energy. The company already has a very strong competitive position, whether measured by emissions-free production volumes, expertise, production structure, flexibility of capacity, cost structure, sustainable operations, or occupational safety. About 2/3 of Fortum’s production and a significant share of our expertise are based on emissions-free hydro and nuclear power. Supplemented by efficient combined heat and power production, Fortum is well prepared for capturing opportunities in Fortum's current areas as well as in wider integrated European markets.

We continue to develop Fortum in line with our strategy. Discussions and preparations regarding Fortum’s and Gazprom Energoholding’s possible ownership restructuring of Territorial Generating Company 1 (TGC-1) in Russia continue. We are also pursuing combined heat and power opportunities, and we recently announced that we will build a new multifuel CHP plant in Zabrze, Poland, to be commissioned in 2018.

The divestment of our distribution assets also presented an opportune time to update Fortum’s financial targets so that they better describe the future Fortum. The new targets reflect the new business mix and give relevant guidance on Fortum's view of the company's long-term value creation potential and growth strategy.

Finally, I would like to take this opportunity to welcome Fortum’s newly appointed President and CEO Pekka Lundmark, who will join the company at the beginning of September."

Fortum’s Distribution divestment concluded

In March 2015, Fortum signed a binding agreement to divest its electricity distribution business in Sweden. The agreement is subject to the necessary regulatory approvals as well as customary closing conditions.

The total consideration is approximately SEK 60.6 billion on a debt- and cash-free basis, corresponding to approximately EUR 6.6 billion. Fortum expects to complete the divestment and to book a one-time sales gain of approximately EUR 4.4 billion, corresponding to approximately EUR 5 per share, in its second-quarter 2015 results.

The buyer is a consortium comprising Swedish national pension funds Första AP-Fonden (12.5%) and Tredje AP-Fonden (20.0%), the Swedish mutual insurance and pension savings company Folksam (17.5%) and the international infrastructure investor Borealis Infrastructure Management Inc. (50%).

The transaction concludes the divestment process of Fortum's Distribution segment. The total consideration from divestments in Finland, Sweden and Norway will be approximately EUR 9.3 billion on a debt- and cash-free basis with approximately EUR 6.3 billion non-taxable sales gain booked during 2014 and 2015. The strategic assessment of the future alternatives of Fortum's electricity distribution business was originally made in 2013.

Fortum updated its long-term financial targets

After the divestment of Distribution, Fortum's business has a somewhat higher risk profile, which will correspondingly require a stronger balance sheet in order to maintain financial flexibility. The financial targets continue to reflect the long-term business nature of the company and give relevant guidance on Fortum's view of the company's long-term value creation potential and growth strategy.

The updated long-term financial targets are: Return on capital employed (ROCE) 12% and comparable net debt/EBITDA around 2.5 times.

The previous financial targets were: ROCE 12%, comparable net debt/EBITDA around 3 and return on shareholders' equity (ROE) 14%.

IFRS restatement relating to discontinued operations

After the divestment of the Swedish distribution business, Fortum will not have any distribution operations; therefore, as of the first-quarter 2015 interim financial statements, the Distribution segment will be treated as discontinued operations according to IFRS 5 "Non-current assets held for sale and Discontinued operations". The IFRS standard requires restatement of the 2014 comparative period information for the income statement and cash flow. The restatement is done to the income statement including other comprehensive income, cash flow statement and certain key ratios. In the segment information, the Distribution segment is reclassified as discontinued operations.

Reclassification of discontinued operations does not impact the balance sheet. The assets and liabilities of the Swedish distribution business are classified as assets held for sale in the balance sheet of 31 March 2015.

Financial results discussed in this interim release are for the continuing operations of Fortum Group. The Distribution segment has been reclassified as Discontinued operations in the tables including the comparative period information. Restated information for the interim periods of 2014 can be found in the stock exchange release published on 15 April 2015.

Financial results

January–March 2015

In the first quarter of 2015, sales were EUR 1,040 (1,208) million. Comparable operating profit totalled EUR 343 (358) million and the reported operating profit totalled EUR 350 (366) million. Fortum's operating profit for the period was affected by non-recurring items. Sales gains, IFRS accounting treatment (IAS 39) of derivatives, mainly used for hedging Fortum's power production, as well as nuclear fund adjustments amounted to EUR 7 (8) million (Note 4).

Sales by segment
 

Comparable operating profit by segment
 

Operating profit by segment
 

The share of profit from associates was EUR 58 (69) million, of which Fortum Värme represents EUR 38 (44) million. The share of profit from Hafslund and TGC-1 are based on the companies' published fourth-quarter 2014 interim reports (Note 13).

The net financial expenses were EUR -57 (-62) million. Net financial expenses include changes in the fair value of financial instruments of EUR -8 (-3) million.

Profit before taxes was EUR 350 (374) million.

Taxes for the period totalled EUR -55 (-62) million. The tax rate according to the income statement was 15.8% (16.6%). The tax rate, excluding the impact of the share of profit from associated companies and joint ventures as well as non-taxable capital gains, was 19.0% (20.5%).

The profit for the period was EUR 295 (312) million. Earnings per share for continuing operations were EUR 0.33 (0.35), of which EUR 0.01 (0.01) per share relates to items affecting comparability. Earnings per share for total Fortum, including the effect from discontinued operations were EUR 0.40 (2.53). Earnings per share for total Fortum in 2014 were impacted by EUR 2.08 per share from the sale of the Finnish electricity distribution business. 

Financial position and cash flow

Cash flow

In the first quarter of 2015, total net cash from operating activities increased by EUR 111 million to EUR 516 (405) million, mainly due to the EUR 94 million positive impact of realised foreign exchange differences and of EUR 74 million changes in working capital, which were partly offset by lower EBITDA. Realised foreign exchange gains and losses of EUR 168 (76) million were related to the rollover of foreign exchange contract hedging loans to Fortum's Swedish and Russian subsidiaries. Capital expenditures decreased by EUR 22 million to EUR 101 (123) million. Total net cash used in investing activities was EUR -46 (-74) million. Cash flow before financing activities, i.e. financing, decreased by EUR 2,439 million to EUR 514 (2,953) million including the net impact of discontinued operations of EUR -2,578 million, mainly arising from the divestment of the Finnish distribution business during the first quarter of 2014.

Assets and capital employed

Total assets increased by EUR 807 million to EUR 22,182 (21,375 at year-end 2014) million. Translation differences increased intangible assets, property, plant and equipment as well as participation in associates and joint ventures by EUR 535 million.

Liquid funds increased by EUR 502 million to EUR 3,268 (2,766 at year-end 2014) million.

Presenting the Swedish distribution business as Assets held for sale impacted the structure of the balance sheet as all assets and liabilities belonging to the operations were presented separately on one line both in assets and liabilities (Note7).

Capital employed for total Fortum was EUR 17,482 (17,918 at year-end 2014) million, a decrease of EUR 436 million.

Equity

Total equity was EUR 10,501 (10,935 at year-end 2014) million, of which equity attributable to owners of the parent company totalled EUR 10,421 (10,864 at year-end 2014) million. The decrease in equity attributable to owners of the parent company totalled EUR 443 million and was mainly from the dividend for 2014, EUR -1,155 million, offset by the net profit of EUR 354 million for the period and translation differences of EUR 386 million.

Financing

Net debt decreased during the first quarter of 2015 by EUR 503 million to EUR 3,714 (4,217 at year-end 2014) million. Net debt without Värme financing was EUR 3,176 million (3,664 at year-end 2014).

At the end of March 2015, the Group’s liquid funds totalled EUR 3,268 (2,766 at year-end 2014) million. Liquid funds include cash and bank deposits held by OAO Fortum amounting to EUR 200 (134 at year-end 2014) million. In addition to liquid funds, Fortum had access to approximately EUR 2.2 billion of undrawn committed credit facilities.

The net financial expenses in the first quarter of 2015 were EUR -57 (-62) million. Net financial expenses include changes in the fair value of financial instruments of EUR -8 (-3)  million.

Fortum Corporation's long-term credit rating with both S&P and Fitch is A- (negative outlook). In March, S&P put Fortum on Credit Watch negative.

Key figures

For the last twelve months, net debt to EBITDA was 1.8 (1.1 at year-end 2014) and comparable net debt to EBITDA 2.1 (2.3). Fortum is currently financing Fortum Värme, and these loans, EUR 538 (553) million, are presented as interest-bearing loan receivables in Fortum’s balance sheet. However, the aim is to refinance the loans during 2015. If these loans are deducted from the net debt, the last-twelve-months comparable net debt to EBITDA is 1.8 (2.0).

Gearing was 35% (39%) and the equity-to-assets ratio 47% (51%). Equity per share was EUR 11.73 (12.23). Return on capital employed totalled 9.0% (19.5%).

Outlook

Key drivers and risks

Fortum's financial results are exposed to a number of economic, strategic, political, financial and operational risks. One of the key factors influencing Fortum's business performance is the wholesale price of electricity in the Nordic region. The key drivers behind the wholesale price development in the Nordic region are the supply-demand balance, prices of fuel and CO2 emissions allowances as well as the hydrological situation. The completion of Fortum’s investment programme in Russia is also one key driver to the company’s result growth, due to the increase in production volumes and CSA payments.

The continued global economic uncertainty and Europe's sovereign-debt crisis has kept the outlook for economic growth unpredictable. The overall economic uncertainty impacts commodity and CO2 emissions allowance prices, and this could maintain downward pressure on the Nordic wholesale price for electricity. In Fortum's Russian business, the key factors are economic growth, the rouble exchange rate, the regulation around the heat business, and further development of electricity and capacity markets. Operational risks related to the investment projects in the current investment programme are still valid. In all regions, fuel prices and power plant availability also impact profitability. In addition, increased volatility in exchange rates due to financial turbulence could have both translation and transaction effects on Fortum's financials, especially through the Russian rouble (RUB) and Swedish krona (SEK). In the Nordic countries, also the regulatory and fiscal environment for the energy sector has added risks for utility companies.

Nordic market

Despite macroeconomic uncertainty, electricity is expected to continue to gain a higher share of the total energy consumption. Fortum continues to expect the annual growth rate in electricity consumption to be on average approximately 0.5%, while the growth rate for the next few years will largely be determined by macroeconomic development in Europe and especially in the Nordic countries.

During the first quarter of 2015, the price of European Union emissions allowances (EUA) appreciated, whereas oil and coal prices declined. The price of electricity for the upcoming twelve months declined in the Nordic area as well as in Germany.

In late April 2015, the future quotation for coal (ICE Rotterdam) for the rest of 2015 was around USD 58 per tonne, and the price for CO2 emission allowances for 2015 was about EUR 7 per tonne. The electricity forward price in Nasdaq Commodities for the rest of 2015 was around EUR 25 per MWh and for 2016 around EUR 28 per MWh. In Germany, the electricity forward price for the rest of 2015 was around EUR 32 per MWh and for 2016 around EUR 32 per MWh. Nordic water reservoirs were about 1 TWh above the long-term average and 3 TWh below the corresponding level of 2014.

Power and Technology

The Power and Technology segment’s Nordic power price typically depends on factors such as hedge ratios, hedge prices, spot prices, availability and utilisation of Fortum's flexible production portfolio, and currency fluctuations. Excluding the potential effects from changes in the power generation mix, a 1 EUR/MWh change in the Power and Technology segment’s Nordic power sales (achieved) price will result in an approximately EUR 45 million change in Fortum's annual comparable operating profit. In addition, the comparable operating profit of the Power and Technology segment will be affected by the possible thermal power generation volumes and its profits.

The ongoing, multi-year Swedish nuclear investment programmes are expected to enhance safety, improve long-term availability and increase the capacity of the current nuclear fleet. The implementation of the investment programmes could, however, affect availability. Fortum’s power procurement costs from co-owned nuclear companies are affected by these investment programmes through increased depreciation and finance costs of associated companies.

As a result of the nuclear stress tests in the EU, the Swedish nuclear safety authority (SSM) has decided to propose new regulations for Swedish nuclear reactors. The process is ongoing. Fortum emphasises that maintaining a high level of nuclear safety is the highest priority, but considers EU-level harmonisation of nuclear safety requirements to be of utmost importance.

In 2014, the Swedish Government decided to increase the nuclear waste fund fee from approximately 0.022 to approximately 0.04 SEK/kWh for the period 2015 to 2017. The estimated impact on Fortum will be approximately EUR 25 million annually. The process to review the Swedish nuclear waste fees is done in a three-year cycle.

In March 2015, the Swedish Government decided to re-propose an increase of 17% on the tax on installed nuclear capacity to the spring budget.

Provided that Fortum obtained a more than 75% ownership in TGC-1 hydro assets, Fortum would be ready to participate with a minority stake (max. 15%) in the Finnish Fennovoima nuclear power project on the same terms and conditions as the other Finnish companies currently participating in the project.

Russia

The generation capacity built after 2007 under the Russian Government's capacity supply agreements (CSA – “new capacity”) receives guaranteed capacity payments for a period of 10 years. Prices for capacity under CSA are defined in order to ensure a sufficient return on investments. A regulation draft concerning the prolonging of CSA payments from 10 to 15 years has been submitted to the Russian Government, and the decision is anticipated during 2015. A prolonged period is expected to have a neutral net present value impact.

The capacity selection for generation built prior to 2008 (CCS – “old capacity”) for 2015 was held in September 2014. All of Fortum’s capacity was allowed to participate in the selection for 2015, and the majority of Fortum’s plants were also selected. The volume of Fortum’s installed capacity not selected in the auction totalled 195 MW (approximately 7% of Fortum’s total old capacity in Russia) for which Fortum has obtained forced mode status, i.e. will get payments for the capacity.

The Russia segment's new capacity will be a key driver for earnings growth in Russia, as it is expected to bring income from new volumes sold and to also receive considerably higher capacity payments than the old capacity. The received capacity payment will differ depending on the age, location, size and type of the plants as well as on seasonality and availability. The return on the new capacity is guaranteed, as regulated in the CSA. CSA payments can vary somewhat annually because they are linked to Russian Government long-term bonds with 8 to 10 years maturity. In addition, the regulator will review the earnings from the electricity-only market three years and six years after the commissioning of a unit and could revise the CSA payments accordingly.

In February 2015, the System Administrator of the wholesale market published data on the weighted average cost of capital (WACC) and the consumer price index (CPI) for the year of 2014, which is used to calculate the sales price on CSA in 2015. The CSA payments were revised upwards accordingly to reflect the higher bond rates.

The new units in Chelyabinsk are estimated to be delayed by some months. The value of the remaining part of the investment programme calculated at the exchange rates prevailing at the end of March 2015, is estimated to be approximately EUR 0.2 billion, as of April 2015.

The Russian result is impacted by seasonal volatility caused by the nature of the heat business, with the first and last quarter being clearly the strongest.

The run-rate operating profit (EBIT) level of RUB 18.2 billion in the Russia segment is targeted to be reached during 2015 after finalising the ongoing investment programme. The segment’s profits are mainly impacted by changes in power demand, gas prices and other regulatory development. Fortum is keeping its rouble-denominated target intact, but, mainly due to the translation effect, the euro-denominated result level will be volatile. The income statements of non-euro subsidiaries are translated into the Group reporting currency using the average exchange rates.

In 2014, the new heat market model roadmap proposed by the Ministry of Energy was approved by the Russian Government; the reform should give heat market liberalisation by 2020 or, in some specific areas, by 2023.

As forecasted by the Russian Ministry of Economic Development, Russian gas price growth is estimated to be 3.5% in 2015. 

Restructuring of TGC-1 according to strategy in Russia
In December 2014, Fortum and Gazprom Energoholding signed a protocol to start a restructuring process of their ownership of TGC-1 in Russia. Discussions and preparations have continued during the first quarter of 2015.

TGC-1 owns and operates hydro and thermal power plants in north-western Russia as well as heat distribution networks in St. Petersburg. Currently, Gazprom Energoholding owns 51.8% of the TGC-1 shares and Fortum owns 29.5%. As part of the restructuring, Fortum would establish a company together with Rosatom to own the hydro assets of TGC-1, while Gazprom Energoholding would continue with the heat and thermal power businesses of TGC-1. By utilising its present stake in TGC-1, Fortum would obtain a more than 75% ownership in the hydro power company. Rosatom would have a less than 25% minority holding in the hydro power company. The company would be consolidated to Fortum Group as a subsidiary.

Capital expenditure and divestments

Fortum currently expects its capital expenditure in 2015 to be approximately EUR 0.8 billion, excluding potential acquisitions and excluding the Distribution segment. The annual maintenance capital expenditure (excluding the Distribution segment) is estimated to be about EUR 300-350 million in 2015, below the level of depreciation.

During 2015, Fortum will gradually decrease its financing to Fortum Värme, the CHP joint venture with the City of Stockholm, operating in the capital area in Sweden. At the end of March  2015, Fortum Värme's remaining interest-bearing liability to Fortum was approximately EUR 0.5 billion.

Taxation

The effective corporate income tax rate for Fortum in 2015 is estimated to be 19–21%, excluding the impact of the share of profits of associated companies and joint ventures, non-taxable capital gains and non-recurring items.

In August  2014, the Finnish Board of Adjustment of the Large Taxpayers’ Office approved Fortum Corporation's appeal of the income tax assessment imposed on Fortum for the year 2007 in December 2013. The Tax Recipients’ Legal Services Unit appealed the matter (Note 22). In December 2014, Fortum received a non-taxation decision regarding its financing companies for the remaining years 2008−2011, based on the same audit. This is in line with the Supreme Administrative Court’s (SAC) precedent decision. The Tax Recipients' Legal Services Unit has  appealed the decisions in February 2015 and the cases for years 2008−2011 are now pending the Board of Adjustment of the Large Taxpayers' Office decision. In line with the 2007 case, Fortum considers the claims unjustifiable.

In March 2015, the Swedish Government decided to re-propose an increase of 17% on the tax on installed nuclear capacity to the spring budget. The budget proposal was presented to the Parliament on 15 April, and the voting on the budget will take place at the end of May or in the beginning of June. The implementation is proposed as of 1 August 2015.  Fortum's position is that the tax issue should be referred to the upcoming parliamentary energy commission in order to get a broadly established view on how the needs of energy and effect can be resolved. If implemented, the estimated impact on Fortum would be approximately EUR 15 million annually, albeit tax-deductable.

Hedging

At the end of March 2015, approximately 50% of Power and Technology's estimated Nordic power sales volume was hedged at approximately EUR 41 per MWh for the rest of the year 2015. The corresponding figures for the calendar year 2016 were approximately 20% at approximately EUR 37 per MWh.

The hedge price for Power and Technology segment's Nordic generation excludes hedging of the condensing power margin. In addition, the hedge ratio excludes the financial hedges and physical volume of Fortum's coal-condensing generation as well as the segment’s imports from Russia.

The reported hedge ratios may vary significantly, depending on Fortum's actions on the electricity derivatives markets. Hedges are mainly financial contracts, most of them Nasdaq Commodities forwards.

Dividend payment

The Annual General Meeting decided to pay a dividend of EUR 1.10 per share and an extra dividend of EUR 0.20 per share, i.e. a total amount of EUR 1.30 per share for the financial year that ended 31 December 2014.

The record date for the dividend was 2 April 2015, and the dividend payment date was 14 April 2015.

Espoo, 28 April 2015
Fortum Corporation
Board of Directors

Further information:
Timo Karttinen, CFO, Interim President and CEO, tel. +358 10 453 6555

Fortum’s Investor Relations, Sophie Jolly, tel. +358 10 453 2552,  Rauno Tiihonen, tel. +358 10 453 6150, Marja Mäkinen +358 10 452 3338 and investors@fortum.com

The condensed interim report has been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, as adopted by the EU. The interim financials have not been audited.

Publication of financial results in 2015
- January-June on 17 July 2015 at approximately 9:00 EEST
- January-September on 22 October 2015 at approximately 9:00 EEST

Distribution:
Nasdaq Helsinki
Key media
www.fortum.com

More information, including detailed quarterly information, is available on Fortum’s website at www.fortum.com/investors.