Fortis Earns $58 Million in Third Quarter
(firmenpresse) - ST. JOHN'S, NEWFOUNDLAND AND LABRADOR -- (Marketwire) -- 11/03/11 -- Fortis Inc. ("Fortis" or the "Corporation") (TSX: FTS) achieved third quarter net earnings attributable to common equity shareholders of $58 million, or $0.31 per common share, compared to $45 million, or $0.26 per common share, for the third quarter of 2010. Year-to-date net earnings attributable to common equity shareholders were $233 million, or $1.30 per common share, up $33 million from earnings of $200 million, or $1.16 per common share, for the same period last year.
Results for the quarter reflected the $11 million after-tax, or $0.06 per common share, fee paid to Fortis in July 2011, following upon the termination of the Merger Agreement between Fortis and Central Vermont Public Service Corporation announced on May 30, 2011.
Canadian Regulated Gas Utilities incurred a loss of $3 million compared to a loss of $5 million for the third quarter of 2010. The third quarter is normally a period of lower customer demand due to warmer temperatures. Results improved mainly due to the favourable impact during the third quarter of this year of the timing of operating expenses, which was partially offset by the impact during the third quarter last year of the $4 million after-tax reversal of previously expensed project overrun costs related to the conversion of Whistler customer appliances from propane to natural gas.
Canadian Regulated Electric Utilities contributed earnings of $43 million, comparable to the third quarter of 2010. Increased earnings from Other Regulated Electric Utilities, mainly due to a higher allowed rate of return on common equity at Algoma Power in 2011, were offset by lower earnings from FortisBC Electric as a result of higher effective corporate income taxes and lower capitalized allowance for funds used during construction.
In September 2011 Newfoundland Power received regulatory approval for the sale of 40% of the utility's joint-use poles to Bell Aliant Inc. Proceeds of approximately $46 million from the pole sale were received in October.
Caribbean Regulated Electric Utilities contributed $6 million to earnings compared to $8 million for the third quarter of 2010. There was no earnings contribution from Belize Electricity during the third quarter of 2011 due to the expropriation by the Government of Belize ("GOB") in June 2011 of the Corporation's investment in the utility. Earnings contribution from Belize Electricity during the third quarter last year was approximately $2 million. Fortis has commissioned an independent valuation of its previous investment in Belize Electricity and expects to submit its claim for compensation to the GOB during the fourth quarter of 2011.
Electricity sales at Caribbean Utilities and Fortis Turks and Caicos continue to be impacted by a decline in customer energy consumption resulting from persistent challenging economic conditions in the region, high fuel prices and a declining population. The use of new, more-efficient generating units at Fortis Turks and Caicos has helped to reduce fuel supply costs at the utility during 2011, thereby mitigating the impact of reduced electricity sales.
Non-Regulated Fortis Generation contributed $8 million to earnings compared to $9 million for the third quarter of 2010. The decline in earnings reflected decreased production in Belize due to lower rainfall associated with a longer dry season in 2011.
Fortis Properties delivered earnings of $9 million, comparable to the third quarter of 2010. In October 2011 Fortis Properties acquired the 160-room, full-service Hilton Suites Winnipeg Airport hotel for $25 million.
Corporate and other expenses were $5 million, $14 million lower than the third quarter of 2010. Excluding the $11 million after-tax termination fee paid to Fortis in July 2011, corporate and other expenses were $3 million lower, driven by a favourable foreign exchange gain recognized during the third quarter of 2011.
Cash flow from operating activities was $678 million year to date, up $144 million from $534 million for the same period last year, driven by higher earnings and favourable working capital changes.
Year-to-date 2011, more than $0.5 billion of long-term capital has been raised by Fortis and its subsidiaries. In June and July 2011, Fortis issued approximately 10.3 million common shares for $341 million, the proceeds of which were used to repay borrowings under credit facilities and finance equity injections into the regulated utilities in western Canada and the non-regulated Waneta Expansion Limited Partnership, in support of infrastructure investment, and for general corporate purposes. In October 2011 FortisAlberta issued 30-year $125 million 4.54% unsecured debentures and, mid-2011, Caribbean Utilities issued US$40 million of unsecured notes for terms ranging from 15 to 20 years and at rates ranging from 4.85% to 5.10%. The proceeds of the debt offerings were used to repay borrowings under credit facilities incurred to finance capital expenditures, to finance future capital spending and for general corporate purposes.
During the third quarter, Fortis renegotiated and amended its committed corporate credit facility, increasing the amount available under the facility to $800 million from $600 million and extending the facility's maturity date to 2015 from 2012. FortisAlberta also increased its committed credit facility to $250 million from $200 million and extended the maturity date of the facility to 2015. DBRS also confirmed the Corporation's debt credit rating at A(low).
"We are focused on completing our $1.2 billion 2011 capital expenditure program, with planning well underway for a comparable capital program in 2012," says Stan Marshall, President and Chief Executive Officer, Fortis Inc. "Our five-year capital expenditure program to the end of 2015 is forecasted to be $5.7 billion. This investment should drive growth in earnings and dividends," he explains.
"We remain disciplined and patient in our pursuit of electric and gas utility acquisitions in the United States and Canada that will add value for Fortis shareholders," concludes Marshall.
FORWARD-LOOKING STATEMENT
The following Management Discussion and Analysis ("MD&A") should be read in conjunction with the Fortis Inc. ("Fortis" or the "Corporation") interim unaudited consolidated financial statements and notes thereto for the three and nine months ended September 30, 2011 and the MD&A and audited consolidated financial statements for the year ended December 31, 2010 included in the Corporation's 2010 Annual Report. The MD&A has been prepared in accordance with National Instrument 51-102 - Continuous Disclosure Obligations. Financial information in the MD&A has been prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP") and is presented in Canadian dollars unless otherwise specified.
Fortis includes forward-looking information in the MD&A within the meaning of applicable securities laws in Canada ("forward-looking information"). The purpose of the forward-looking information is to provide management's expectations regarding the Corporation's future growth, results of operations, performance, business prospects and opportunities, and it may not be appropriate for other purposes. All forward-looking information is given pursuant to the safe harbour provisions of applicable Canadian securities legislation. The words "anticipates", "believes", "budgets", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "schedule", "should", "will", "would" and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. The forward-looking information reflects management's current beliefs and is based on information currently available to the Corporation's management. The forward-looking information in the MD&A includes, but is not limited to, statements regarding: the expected timing of filing of regulatory applications and of receipt of regulatory decisions; the expectation that cash required to complete subsidiary capital expenditure programs will be sourced from a combination of cash from operations, borrowings under credit facilities, equity injections from Fortis and long-term debt issues; consolidated forecast gross capital expenditures for 2011 and in total over the five-year period 2011 through 2015; the expectation of little-to-no growth in electricity sales for Caribbean Utilities and Fortis Turks and Caicos during 2012 and 2013; the expectation that the Corporation's significant capital expenditure program should drive growth in earnings and dividends; expected consolidated long-term debt maturities and repayments on average annually over the next five years; except for debt at Exploits River Hydro Partnership ("Exploits Partnership"), the expectation that the Corporation and its subsidiaries will remain compliant with debt covenants during 2011; no expected material adverse credit rating actions in the near term; and the expected impact of the transition to United States generally accepted accounting principles.
The forecasts and projections that make up the forward-looking information are based on assumptions which include, but are not limited to: the receipt of applicable regulatory approvals and requested rate orders; no significant operational disruptions or environmental liability due to a catastrophic event or environmental upset caused by severe weather, other acts of nature or other major events; the expectation that the Corporation will receive compensation from the Government of Belize ("GOB") for the fair value of the Corporation's investment in Belize Electricity that was expropriated by the GOB; the expectation that Belize Electric Company Limited ("BECOL") will not be expropriated by the GOB; the continued ability to maintain the gas and electricity systems to ensure their continued performance; no material capital project and financing cost overrun related to the construction of the Waneta hydroelectric generation expansion project; no significant decline in capital spending; no severe and prolonged downturn in economic conditions; sufficient liquidity and capital resources; the continuation of regulator-approved mechanisms to flow through the commodity cost of natural gas and energy supply costs in customer rates; the ability to hedge exposures to fluctuations in interest rates, foreign exchange rates and natural gas commodity prices; no significant variability in interest rates; no significant counterparty defaults; the continued competitiveness of natural gas pricing when compared with electricity and other alternative sources of energy; the continued availability of natural gas supply; the continued ability to fund defined benefit pension plans; the absence of significant changes in government energy plans and environmental laws that may materially affect the operations and cash flows of the Corporation and its subsidiaries; maintenance of adequate insurance coverage; the ability to obtain and maintain licences and permits; retention of existing service areas; maintenance of information technology infrastructure; favourable relations with First Nations; favourable labour relations; and sufficient human resources to deliver service and execute the consolidated capital program. The forward-looking information is subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical results or results anticipated by the forward-looking information.
Factors which could cause results or events to differ from current expectations include, but are not limited to: regulatory risk; operating and maintenance risks; risk associated with the amount of compensation to be paid to Fortis for its investment in Belize Electricity that was expropriated by the GOB; the timeliness of the receipt of the compensation and the ability of the GOB to pay the compensation owing to Fortis; risk that the GOB may expropriate BECOL; capital project budget overrun, completion and financing risk in the Corporation's non-regulated business; economic conditions; capital resources and liquidity risk; weather and seasonality; commodity price risk; derivative financial instruments and hedging; interest rate risk; counterparty risk; competitiveness of natural gas; natural gas supply; defined benefit pension plan performance and funding requirements; risks related to the development of the FortisBC Energy (Vancouver Island) Inc. franchise; environmental risks; insurance coverage risk; loss of licences and permits; loss of service area; changes in tax legislation; information technology infrastructure; an ultimate resolution of the expropriation of the assets of the Exploits Partnership that differs from what is currently expected by management; an unexpected outcome of legal proceedings currently against the Corporation; relations with First Nations; labour relations; and human resources. For additional information with respect to the Corporation's risk factors, reference should be made to the Corporation's continuous disclosure materials filed from time to time with Canadian securities regulatory authorities and to the heading "Business Risk Management" in the MD&A for the three and nine months ended September 30, 2011 and for the year ended December 31, 2010.
All forward-looking information in the MD&A is qualified in its entirety by the above cautionary statements and, except as required by law, the Corporation undertakes no obligation to revise or update any forward-looking information as a result of new information, future events or otherwise after the date hereof.
CORPORATE OVERVIEW
Fortis is the largest investor-owned distribution utility in Canada, serving more than 2,000,000 gas and electricity customers. Its regulated holdings include electric utilities in five Canadian provinces and two Caribbean countries and a natural gas utility in British Columbia, Canada. Fortis owns non-regulated generation assets, primarily hydroelectric, across Canada and in Belize and Upper New York State, and hotels and commercial office and retail space in Canada. Year-to-date September 30, 2011, the Corporation's electricity distribution systems met a combined peak demand of approximately 5,031 megawatts ("MW") and its gas distribution system met a peak day demand of 1,210 terajoules ("TJ"). For additional information on the Corporation's business segments, refer to Note 1 to the Corporation's interim unaudited consolidated financial statements for the three and nine months ended September 30, 2011 and to the "Corporate Overview" section of the MD&A for the year ended December 31, 2010.
The key goals of the Corporation's regulated utilities are to operate sound gas and electricity distribution systems, deliver gas and electricity safely and reliably at the lowest reasonable cost and conduct business in an environmentally responsible manner. The Corporation's main business, utility operations, is highly regulated and the earnings of the Corporation's regulated utilities are primarily determined under cost of service ("COS") regulation.
Generally under COS regulation, the respective regulatory authority sets customer gas and/or electricity rates to permit a reasonable opportunity for the utility to recover, on a timely basis, estimated costs of providing service to customers, including a fair rate of return on a regulatory deemed or targeted capital structure applied to an approved regulatory asset value ("rate base"). Generally, the ability of a regulated utility to recover prudently incurred costs of providing service and to earn the regulator-approved rate of return on common shareholders' equity ("ROE") and/or rate of return on rate base assets ("ROA") depends on the utility achieving the forecasts established in the rate-setting processes. As such, earnings of regulated utilities are generally impacted by: (i) changes in the regulator-approved allowed ROE and/or ROA; (ii) changes in rate base; (iii) changes in energy sales or gas delivery volumes; (iv) changes in the number and composition of customers; (v) variances between actual expenses incurred and forecast expenses used to determine revenue requirements and set customer rates; and (vi) timing differences within an annual financial reporting period, between when actual expenses are incurred and when they are recovered from customers in rates. When forward test years are used to establish revenue requirements and set base customer rates, these rates are not adjusted as a result of actual COS being different from that which is estimated, other than for certain prescribed costs that are eligible for deferral account treatment. In addition, the Corporation's regulated utilities, where applicable, are permitted by their respective regulatory authority to flow through to customers, without markup, the cost of natural gas, fuel and/or purchased power through base customer rates and/or the use of rate stabilization and other mechanisms.
Effective March 1, 2011, the Terasen Gas companies were renamed to operate under a common brand identity with FortisBC in British Columbia, Canada. As a result, Terasen Gas Inc. is now FortisBC Energy Inc. ("FEI"), Terasen Gas (Vancouver Island) Inc. is now FortisBC Energy (Vancouver Island) Inc. ("FEVI") and Terasen Gas (Whistler) Inc. is now FortisBC Energy (Whistler) Inc. ("FEWI"), and collectively are referred to as the FortisBC Energy companies.
On June 20, 2011, the Government of Belize ("GOB") enacted legislation leading to the expropriation of the Corporation's investment in Belize Electricity. As a result of no longer controlling the operations of the utility, the Corporation has discontinued the consolidation method of accounting for Belize Electricity, effective June 20, 2011, and has classified the book value of the previous investment in the utility as a long-term other asset on the consolidated balance sheet of Fortis. As at September 30, 2011, the long-term other asset, including foreign exchange impacts, totalled $120 million.
Fortis has commissioned an independent valuation of its previous investment in Belize Electricity and expects to submit its claim to the GOB for compensation during the fourth quarter of 2011. On October 21, 2011, Fortis commenced an action in the Belize Supreme Court to challenge the legality of the expropriation of its investment in Belize Electricity.
Fortis continues to control and consolidate the financial statements of Belize Electric Company Limited ("BECOL"), the Corporation's indirect wholly owned non-regulated hydroelectric generation subsidiary in Belize. BECOL generates hydroelectricity from three plants with a combined generating capacity of 51 MW located on the Macal River. The entire output of the plants is sold to Belize Electricity under 50-year contracts expiring in 2055 and 2060. Assuming normal hydrological conditions, Belize Electricity purchases BECOL's normalized annual energy production of 240 gigawatt hours ("GWh") at approximately US$0.10 per kilowatt hour, which generally is the lowest-cost energy supply source in the country of Belize. As at September 30, 2011, the book value of the Corporation's investment in BECOL was $159 million. In 2009 the GOB purported to designate BECOL and other independent power producers in Belize as public utility providers. On October 25, 2011, the GOB amended the Constitution of Belize to require majority government ownership of three public utility providers, including Belize Electricity, but excluding BECOL. The Prime Minister of Belize has stated that the GOB has neither the intention nor the resources to expropriate BECOL.
As at October 31, 2011, Belize Electricity owed BECOL US$8 million for overdue energy purchases representing about one-third of BECOL's annual sales to Belize Electricity. In accordance with long-standing agreements, the GOB guarantees the payment of Belize Electricity's obligations to BECOL.
FINANCIAL HIGHLIGHTS
Fortis has adopted a strategy of profitable growth with earnings per common share as the primary measure of performance. The Corporation's business is segmented by franchise area and, depending on regulatory requirements, by the nature of the assets. Key financial highlights for the third quarter and year-to-date periods ended September 30, 2011 and September 30, 2010 are provided in the following table.
Factors Contributing to Quarterly Revenue Variance
Favourable
Unfavourable
Factors Contributing to Year-to-Date Revenue Variance
Favourable
Unfavourable
Factors Contributing to Quarterly Energy Supply Costs Variance
Favourable
Unfavourable
Factors Contributing to Year-to-Date Energy Supply Costs Variance
Unfavourable
Favourable
Factors Contributing to Quarterly Operating Expenses Variance
Unfavourable
Favourable
Factors Contributing to Year-to-Date Operating Expenses Variance
Unfavourable
Favourable
Factors Contributing to Quarterly Amortization Costs Variance
Favourable
Unfavourable
Factors Contributing to Year-to-Date Amortization Costs Variance
Unfavourable
Favourable
Factors Contributing to Quarterly and Year-to-Date Finance Charges Variances
Favourable
Unfavourable
Factors Contributing to Quarterly and Year-to-Date Corporate Taxes Variances
Unfavourable
Favourable
Factors Contributing to Quarterly and Year-to-Date Earnings Variances
Favourable
Unfavourable
SEGMENTED RESULTS OF OPERATIONS
For a discussion of the nature of regulation and material regulatory decisions and applications pertaining to the Corporation's regulated utilities, refer to the "Regulatory Highlights" section of this MD&A. A discussion of the financial results of the Corporation's reporting segments is as follows.
REGULATED GAS UTILITIES - CANADIAN
FORTISBC ENERGY COMPANIES (1)
Factors Contributing to Quarterly Gas Volumes Variances
Unfavourable
Favourable
Factors Contributing to Year-to-Date Gas Volumes Variances
Favourable
Unfavourable
Customer additions were 1,965 year-to-date 2011 compared to 3,460 during the same period in 2010. Customer additions decreased due to lower building activity during 2011.
The FortisBC Energy companies earn approximately the same margin regardless of whether a customer contracts for the purchase and delivery of natural gas or for the transportation only of natural gas. As a result of the operation of regulator-approved deferral mechanisms, changes in consumption levels and energy supply costs from those forecast to set residential and commercial customer gas rates do not materially affect earnings.
Seasonality has a material impact on the earnings of the FortisBC Energy companies as a major portion of the gas distributed is used for space heating. Most of the annual earnings of the FortisBC Energy companies are realized in the first and fourth quarters.
Factors Contributing to Quarterly Revenue Variance
Unfavourable
Favourable
Factors Contributing to Year-to-Date Revenue Variance
Favourable
Unfavourable
Factors Contributing to Quarterly Loss Variance
Favourable
Unfavourable
Factors Contributing to Year-to-Date Earnings Variance
Favourable
Unfavourable
REGULATED ELECTRIC UTILITIES - CANADIAN
FORTISALBERTA
Factors Contributing to Quarterly Energy Deliveries Variance
Favourable
Unfavourable
Factors Contributing to Year-to-Date Energy Deliveries Variance
Favourable
As a significant portion of FortisAlberta's distribution revenue is derived from fixed or largely fixed billing determinants, changes in quantities of energy delivered are not entirely correlated with changes in revenue. Revenue is a function of numerous variables, many of which are independent of actual energy deliveries.
Factors Contributing to Quarterly Revenue Variance
Unfavourable
Favourable
Factors Contributing to Year-to-Date Revenue Variance
Favourable
Factors Contributing to Quarterly Earnings Variance
Favourable
Unfavourable
Factors Contributing to Year-to-Date Earnings Variance
Favourable
In August 2011 FortisAlberta filed a short-form prospectus which contemplates the issuance of up to $500 million senior unsecured debentures over the 25-month period through to September 2013. For further information, refer to the "Subsequent Events" section of this MD&A.
FORTISBC ELECTRIC (1)
Factors Contributing to Quarterly and Year-to-Date Electricity Sales Variances
Favourable
Factors Contributing to Quarterly and Year-to-Date Revenue Variances
Favourable
Unfavourable
Factors Contributing to Quarterly Earnings Variance
Unfavourable
Favourable
Factors Contributing to Year-to-Date Earnings Variance
Favourable
Unfavourable
NEWFOUNDLAND POWER
Factors Contributing to Quarterly and Year-to-Date Electricity Sales Variances
Favourable
Factors Contributing to Quarterly and Year-to-Date Revenue Variances
Favourable
Unfavourable
Factors Contributing to Quarterly and Year-to-Date Earnings Variances
Favourable
Unfavourable
OTHER CANADIAN ELECTRIC UTILITIES (1)
Factors Contributing to Quarterly and Year-to-Date Electricity Sales Variances
Favourable
Unfavourable
Factors Contributing to Quarterly and Year-to-Date Revenue Variances
Favourable
Unfavourable
Factors Contributing to Quarterly and Year-to-Date Earnings Variances
Favourable
REGULATED ELECTRIC UTILITIES - CARIBBEAN (1)
Factors Contributing to Quarterly and Year-to-Date Electricity Sales Variances
Unfavourable
Favourable
Factors Contributing to Quarterly and Year-to-Date Revenue Variances
Unfavourable
Favourable
Factors Contributing to Quarterly and Year-to-Date Earnings Variances
Unfavourable
Favourable
NON-REGULATED - FORTIS GENERATION (1)
Factors Contributing to Quarterly and Year-to-Date Energy Sales Variances
Unfavourable
Favourable
Factors Contributing to Quarterly and Year-to-Date Revenue Variances
Unfavourable
Favourable
Factors Contributing to Quarterly and Year-to-Date Earnings Variances
Unfavourable
Favourable
In May 2011 the generator at Moose River's hydroelectric generating facility in Upper New York State sustained electrical damage. Equipment and business interruption insurance have been claimed. The generator is under repair and the facility is expected to be operational again in February 2012.
NON-REGULATED - FORTIS PROPERTIES (1)
Factors Contributing to Quarterly Revenue Variance
Favourable
Factors Contributing to Year-to-Date Revenue Variance
Favourable
Factors Contributing to Quarterly and Year-to-Date Earnings Variances
Unfavourable
Favourable
CORPORATE AND OTHER (1)
Factors Contributing to Quarterly and Year-to-Date Net Corporate and Other Expenses Variances
Favourable
Unfavourable
On July 11, 2011, the Board of Directors of CVPS determined that the unsolicited acquisition proposal from Gaz Metro Limited Partnership was a "Superior Proposal", as that term was defined in the Merger Agreement between Fortis and CVPS announced on May 30, 2011, and CVPS elected to terminate the Merger Agreement in accordance with its terms. Prior to such termination taking effect, the Merger Agreement provided Fortis the right to require CVPS to negotiate with Fortis for at least five business days with respect to any changes to the terms of the Merger Agreement proposed by Fortis. Fortis agreed to waive such right in exchange for the prompt payment by CVPS to Fortis of the US$17.5 million termination fee plus US$2.0 million for expenses as set forth in the Merger Agreement, thereby resulting in the termination of the Merger Agreement. Fortis received the $18.8 million (US$19.5 million) payment on July 12, 2011.
REGULATORY HIGHLIGHTS
The nature of regulation and material regulatory decisions and applications associated with each of the Corporation's regulated gas and electric utilities year-to-date 2011 are summarized as follows:
CONSOLIDATED FINANCIAL POSITION
The following table outlines the significant changes in the consolidated balance sheets between September 30, 2011 and December 31, 2010.
LIQUIDITY AND CAPITAL RESOURCES
The table below outlines the Corporation's consolidated sources and uses of cash for the three and nine months ended September 30, 2011, as compared to the same periods in 2010, followed by a discussion of the nature of the variances in cash flows.
Operating Activities: Cash flow from operating activities, after working capital adjustments, was $22 million higher quarter over quarter and $144 million higher year to date compared to the same period last year. The increases were driven by higher earnings and favourable changes in working capital, partially offset by unfavourable changes in regulatory deferral accounts. The favourable working capital changes were driven by the greater impact of seasonality at the FortisBC Energy companies and an increase in accounts payable and the collection from customers of the 2010 accrued distribution revenue adjustment rider at FortisAlberta, partially offset by unfavourable working capital changes at Maritime Electric. Lower AESO net transmission-related receipts and payments at FortisAlberta had an unfavourable impact on both working capital and regulatory deferral accounts. Changes in regulatory deferral accounts at the FortisBC Energy companies also had an unfavourable impact on cash flow from operating activities quarter over quarter.
Investing Activities: Cash used in investing activities was $16 million higher quarter over quarter mainly due to capital spending related to the non-regulated Waneta Expansion Project, partially offset by lower capital spending at FortisAlberta. Cash used in investing activities was $98 million higher year to date compared to the same period last year due to capital spending related to the non-regulated Waneta Expansion Project, partially offset by lower capital spending at FortisBC Electric and an increase in contributions received in aid of construction.
Financing Activities: The decrease in cash provided by financing activities for the quarter and year to date was due to higher net repayments under committed credit facilities classified as long-term and changes in short-term borrowings, partially offset by: (i) higher proceeds from the issuance of common shares; (ii) lower repayments of long-term debt; (iii) higher advances from non-controlling interests; and (iv) higher proceeds from long-term debt. Proceeds from the issuance of preferences shares were also lower year to date compared to the same period in 2010.
Net proceeds from short-term borrowings were $85 million for the quarter compared to $122 million for the same quarter last year. Net repayments of short-term borrowings were $115 million year to date compared to $4 million for the same period last year. The changes in short-term borrowings were driven by the FortisBC Energy companies, due to seasonality differences and timing of repayments using proceeds from equity injections from the Corporation, and Caribbean Utilities.
Proceeds from long-term debt, net of issue costs, repayments of long-term debt and capital lease obligations and net borrowings under committed credit facilities for the quarter and year to date compared to the same periods last year are summarized in the following tables.
Borrowings under credit facilities by the utilities are primarily in support of their capital expenditure programs and/or for working capital requirements. Repayments are primarily financed through the issuance of long-term debt, cash from operations and/or equity injections from Fortis. From time to time, proceeds from preference share, common share and long-term debt issues are used to repay borrowings under the Corporation's committed credit facility.
Advances of approximately $20 million for the quarter and $76 million year to date were received from non-controlling interests in the Waneta Partnership to finance capital spending related to the Waneta Expansion Project.
In June 2011 Fortis publicly issued 9.1 million common shares for gross proceeds of approximately $300 million. In July 2011 an additional 1.24 million common shares of Fortis were publicly issued upon the exercise of an over-allotment option, resulting in gross proceeds of approximately $41 million. The total net proceeds from the common share offering of $327 million were used to repay borrowings under credit facilities and finance equity injections into the regulated utilities in western Canada and the non-regulated Waneta Expansion Project, in support of infrastructure investment, and for general corporate purposes.
In January 2010 Fortis completed a $250 million public offering of 10 million First Preference Shares, Series H. The net proceeds of approximately $242 million were used to repay borrowings under the Corporation's committed credit facility and fund an equity injection into FEI.
Common share dividends paid during the third quarter of 2011 were $38 million, net of $16 million in dividends reinvested, compared to $33 million, net of $15 million in dividends reinvested, paid during the same quarter of 2010. Common share dividends paid year-to-date 2011 were $109 million, net of $47 million in dividends reinvested, compared to $102 million, net of $43 million in dividends reinvested, paid year-to-date 2010. The dividend paid per common share for each of the first three quarters of 2011 was $0.29 compared to $0.28 for each of the first three quarters of 2010. The weighted average number of common shares outstanding for the third quarter and year to date were 186.5 million and 179.5 million, respectively, compared to 173.2 million and 172.4 million, for the third quarter and year to date, respectively, in 2010.
CONTRACTUAL OBLIGATIONS
Consolidated contractual obligations of Fortis over the next five years and for periods thereafter, as at September 30, 2011, are outlined in the following table. A detailed description of the nature of the obligations is provided in the MD&A for the year ended December 31, 2010 and below, where applicable.
Other contractual obligations, which are not reflected in the above table, did not materially change from those disclosed in the MD&A for the year ended December 31, 2010.
For a discussion of the nature and amount of the Corporation's consolidated capital expenditure program, which is not included in the contractual obligations table above, refer to the "Capital Program" section of this MD&A.
CAPITAL STRUCTURE
The Corporation's principal businesses of regulated gas and electricity distribution require ongoing access to capital to allow the utilities to fund maintenance and expansion of infrastructure. Fortis raises debt at the subsidiary level to ensure regulatory transparency, tax efficiency and financing flexibility. Fortis generally finances a significant portion of acquisitions at the corporate level with proceeds from common share, preference share and long-term debt issues. To help ensure access to capital, the Corporation targets a consolidated long-term capital structure containing approximately 40% equity, including preference shares, and 60% debt, as well as investment grade credit ratings. Each of the Corporation's regulated utilities maintains its own capital structure in line with the deemed capital structure reflected in the utilities' customer rates.
The consolidated capital structure of Fortis is presented in the following table.
The change in the capital structure was driven by the public issuance of approximately $341 million in common shares in June and July 2011, combined with common shares issued under the Corporation's dividend reinvestment and stock option plans and the reclassification of unrealized foreign currency translation losses related to the Corporation's previous investment in Belize Electricity to long-term other assets. Also contributing to the change in the capital structure was net earnings applicable to common shares, net of dividends, and lower borrowings under credit facilities.
CREDIT RATINGS
The Corporation's credit ratings are as follows:
During the third quarter of 2011, DBRS confirmed the Corporation's existing debt credit rating at A(low). The credit ratings reflect the Corporation's low business-risk profile and diversity of its operations, the stand-alone nature and financial separation of each of the regulated subsidiaries of Fortis, management's commitment to maintaining low levels of debt at the holding company level, the Corporation's reasonable credit metrics and its demonstrated ability and continued focus on acquiring and integrating stable regulated utility businesses financed on a conservative basis.
CAPITAL PROGRAM
Capital investment in infrastructure is required to ensure continued and enhanced performance, reliability and safety of the gas and electricity systems and to meet customer growth. All costs considered to be maintenance and repairs are expensed as incurred. Costs related to replacements, upgrades and betterments of capital assets are capitalized as incurred.
A breakdown of the $806 million in gross capital expenditures by segment year-to-date 2011 is provided in the following table.
There has been no material change in forecast gross consolidated capital expenditures for 2011 from the approximate $1.2 billion forecast as was disclosed in the MD&A for the year ended December 31, 2010. Planned capital expenditures are based on detailed forecasts of energy demand, weather, cost of labour and materials, as well as other factors, including economic conditions, which could change and cause actual expenditures to differ from forecasts.
There have been no material changes in the overall expected level, nature and timing of the Corporation's significant capital projects that were disclosed in the MD&A for the year ended December 31, 2010, except as described below.
In August 2011 Fortis Properties received municipal government approval to construct a $50 million 12-storey office building in downtown St. John's, Newfoundland. The building will feature 152,000 square feet of Class A office space and include 262 parking spaces. Construction is expected to be completed in the second half of 2013.
Approximately $33 million of the capital cost of FEI's Customer Care Enhancement Project is expected to be incurred in the first half of 2012, up from the original estimate of $10 million expected to be incurred in 2012 as disclosed as at December 31, 2010. The estimated total project cost remains unchanged at $116 million and the in-house customer care function is expected to come on-line starting January 2012.
During 2011 FortisAlberta continued with the replacement of vintage poles under its pole management program, which involves 96,000 poles in total, to prevent risk of failure due to age. The total capital cost of the program through to 2019 is now expected to be approximately $335 million, an increase from the $283 million forecast as at December 31, 2010. The increase is primarily due to a revised forecast estimating higher labour and material costs later in the project.
During the first quarter of 2011, FortisAlberta substantially completed its $126 million Automated Metering Project, which involved the replacement of approximately 466,000 conventional meters.
During the second quarter of 2011, FEI substantially completed construction of its estimated $214 million LNG storage facility. The facility is substantially filled and will be available for the upcoming winter-heating season.
During the third quarter of 2011, the second new 9-MW diesel-powered generating unit at Fortis Turks and Caicos came into service. The third unit is expected to be delivered in 2014 with the total cost of the three units estimated at approximately $29 million.
During the fall of 2011, FortisBC Electric substantially completed its $105 million Okanagan Transmission Replacement Project.
Construction progress on the $900 million Waneta Expansion Project is going well and the project is currently on schedule. Major construction activities on-site include excavation of the intake, powerhouse and power tunnels.
Over the five-year period 2011 through 2015, consolidated gross capital expenditures are expected to be approximately $5.7 billion, up from $5.5 billion as disclosed in the MD&A for the year ended December 31, 2010. The increase largely reflects higher capital expenditures at the FortisBC Energy companies, partially offset by the exclusion of capital expenditures at Belize Electricity due to the discontinuance of the consolidation method of accounting for the Company. Approximately 61% of the capital spending is expected to be incurred at the regulated electric utilities, driven by FortisAlberta and FortisBC Electric. Approximately 23% and 16% of the capital spending is expected to be incurred at the regulated gas utilities and at the non-regulated operations, respectively. Capital expenditures at the regulated utilities are subject to regulatory approval.
CASH FLOW REQUIREMENTS
At the subsidiary level, it is expected that operating expenses and interest costs will generally be paid out of operating cash flows, with varying levels of residual cash flow available for subsidiary capital expenditures and/or dividend payments to Fortis. Borrowings under credit facilities may be required from time to time to support seasonal working capital requirements. Cash required to complete subsidiary capital expenditure programs is also expected to be financed from a combination of borrowings under credit facilities, equity injections from Fortis and long-term debt issues.
The Corporation's ability to service its debt obligations and pay dividends on its common and preference shares is dependent on the financial results of the operating subsidiaries and the related cash payments from these subsidiaries. Certain regulated subsidiaries may be subject to restrictions that may limit their ability to distribute cash to Fortis. Cash required of Fortis to support subsidiary capital expenditure programs and finance acquisitions is expected to be derived from a combination of borrowings under the Corporation's committed credit facility and proceeds from the issuance of common shares, preference shares and long-term debt. Depending on the timing of cash payments from the subsidiaries, borrowings under the Corporation's committed credit facility may be required from time to time to support the servicing of debt and payment of dividends.
As at September 30, 2011, management expects consolidated long-term debt maturities and repayments to average approximately $270 million annually over the next five years. The combination of available credit facilities and relatively low annual debt maturities and repayments provide the Corporation and its subsidiaries with flexibility in the timing of access to capital markets.
As the hydroelectric assets and water rights of the Exploits River Hydro Partnership ("Exploits Partnership") had been provided as security for the Exploits Partnership term loan, the expropriation of such assets and rights by the Government of Newfoundland and Labrador constituted an event of default under the loan. The term loan is without recourse to Fortis and was approximately $56 million as at September 30, 2011 (December 31, 2010 - $58 million). The lenders of the term loan have not demanded accelerated repayment. The scheduled repayments under the term loan are being made by Nalcor, a Crown corporation, acting as an agent for the Government of Newfoundland and Labrador with respect to the expropriation matters. For further information refer to Note 30 to the Corporation's 2010 annual audited consolidated financial statements.
Except for the debt at the Exploits Partnership, as discussed above, Fortis and its subsidiaries were in compliance with debt covenants as at September 30, 2011 and are expected to remain compliant throughout the remainder of 2011.
CREDIT FACILITIES
As at September 30, 2011, the Corporation and its subsidiaries had consolidated credit facilities of approximately $2.3 billion, of which $1.9 billion was unused, including the Corporation's unused $800 million committed revolving credit facility. The credit facilities are syndicated mostly with the seven largest Canadian banks, with no one bank holding more than 20% of these facilities. Approximately $2.2 billion of the total credit facilities are committed facilities with maturities between 2012 and 2015.
The following table outlines the credit facilities of the Corporation and its subsidiaries.
As at September 30, 2011 and December 31, 2010, certain borrowings under the Corporation's and subsidiaries' credit facilities were classified as long-term debt. These borrowings are under long-term committed credit facilities and management's intention is to refinance these borrowings with long-term permanent financing during future periods.
In February 2011 Maritime Electric renewed its unsecured committed revolving credit facility, which matures annually in March. The unsecured committed revolving credit facility was reduced from $60 million to $50 million.
In April 2011 FortisBC Electric renegotiated and amended its credit facility agreement, resulting in an extension to the maturity of the Company's $150 million unsecured committed revolving credit facility with $100 million now maturing in May 2014 and $50 million now maturing in May 2012.
In April 2011 FHI extended the maturity date of its $30 million unsecured committed revolving credit facility to May 2012.
In June 2011 Newfoundland Power renegotiated and amended its $100 million unsecured committed credit facility, obtaining an extension to the maturity of the facility to August 2015 from August 2013. The amended credit facility agreement reflects a decrease in pricing but, otherwise, contains substantially similar terms and conditions as the previous credit facility agreement.
In August 2011 the Corporation renegotiated and amended its unsecured committed revolving credit facility, increasing the amount available under the facility to $800 million from $600 million and extending the maturity date of the facility to July 2015 from May 2012. At any time prior to maturity, the Corporation may provide written notice to increase the amount available under the facility to $1 billion. The amended credit facility agreement reflects an increase in pricing but, otherwise, contains substantially similar terms and conditions as the previous credit facility agreement.
In September 2011 FortisAlberta amended its unsecured committed revolving credit facility to increase the amount available under the facility to $250 million from $200 million and extend the maturity date to September 2015 from May 2012. The amended credit facility agreement reflects an increase in pricing.
FINANCIAL INSTRUMENTS
The carrying values of the Corporation's consolidated financial instruments approximate their fair values, reflecting the short-term maturity, normal trade credit terms and/or nature of these instruments, except as follows:
Excluded from the above table is the $120 million long-term other asset as at September 30, 2011 related to the Corporation's previous investment in Belize Electricity. The fair value of this financial asset is not determinable at this time.
The fair value of long-term debt is calculated using quoted market prices when available. When quoted market prices are not available, as is the case with the Waneta Partnership promissory note, the fair value is determined by discounting the future cash flows of the specific debt instrument at an estimated yield to maturity equivalent to benchmark government bonds or treasury bills, with similar terms to maturity, plus a market credit risk premium equal to that of issuers of similar credit quality. Since the Corporation does not intend to settle the long-term debt or promissory note prior to maturity, the fair value estimate does not represent an actual liability and, therefore, does not include exchange or settlement costs. The fair value of the Corporation's preference shares is determined using quoted market prices.
Risk Management: The Corporation's earnings from, and net investments in, self-sustaining foreign subsidiaries are exposed to fluctuations in the US dollar-to-Canadian dollar exchange rate. The Corporation has effectively decreased the above exposure through the use of US dollar borrowings at the corporate level. Foreign exchange gains and losses on the translation of US dollar-denominated interest expense partially offsets the foreign exchange losses and gains on the translation of the Corporation's foreign subsidiaries' earnings, which are denominated in US dollars. The reporting currency of Caribbean Utilities, Fortis Turks and Caicos, FortisUS Energy Corporation and BECOL is the US dollar.
As at September 30, 2011, US$550 million of the US$590 million corporately issued long-term debt (December 31, 2010 - US$590 million of US$590 million) had been designated as an effective hedge of the Corporation's net investments in self-sustaining foreign subsidiaries. Foreign currency exchange rate fluctuations associated with the translation of the Corporation's corporately issued US dollar borrowings designated as effective hedges are recognized in other comprehensive income and help offset unrealized foreign currency gains and losses on the net investments in self-sustaining foreign subsidiaries, which are also recognized in other comprehensive income.
Effective June 20, 2011, the Corporation's asset associated with its previous investment in Belize Electricity, recorded in long-term other assets, does not qualify for hedge accounting as Belize Electricity is no longer a self-sustaining foreign subsidiary of Fortis. As a result, as at September 30, 2011, approximately US$40 million of corporately issued debt that previously hedged the former investment in Belize Electricity is not an effective hedge. Effective June 20, 2011, foreign exchange gains and losses on the translation of the asset associated with Belize Electricity and the corporately issued US dollar-denominated debt that previously qualified as a hedge of the investment are required to be recognized in earnings. As a result, the Corporation recognized a net after-tax foreign exchange gain of approximately $2.5 million in earnings during the quarter ended September 30, 2011. As at September 30, 2011, all of the Corporation's net investments in self-sustaining foreign subsidiaries were hedged (December 31, 2010 - 99%).
From time to time, the Corporation and its subsidiaries hedge exposures to fluctuations in interest rates, foreign exchange rates and fuel and natural gas prices through the use of derivative financial instruments. The Corporation and its subsidiaries do not hold or issue derivative financial instruments for trading purposes.
The following table summarizes the valuation of the Corporation's derivative financial instruments.
The foreign exchange forward contract is held by FEI. During 2010 FEI entered into a foreign exchange forward contract to hedge the cash flow risk related to approximately US$5 million remaining to be paid under a contract for the implementation of a customer information system. FEVI was also party to a foreign exchange forward contract to hedge the cash flow risk related to US dollar payments under a contract for the construction of the LNG storage facility on Vancouver Island. During the third quarter of 2011, FEVI's foreign exchange forward contract matured.
The fuel option contracts are held by Caribbean Utilities. During the first quarter of 2011, the Company's Fuel Price Volatility Management Program was approved by the regulator to reduce the impact of volatility in fuel prices on customer rates. In April 2011 Caribbean Utilities entered into two fuel option contracts.
The natural gas derivatives are held by the FortisBC Energy companies and are used to fix the effective purchase price of natural gas, as the majority of the natural gas supply contracts have floating, rather than fixed, prices. The price risk-management strategy of the FortisBC Energy companies aims to improve the likelihood that natural gas prices remain competitive, to temper gas price volatility on customer rates and to reduce the risk of regional price discrepancies. For further information, refer to the "Material Regulatory Decisions and Applications - FEI" section of this MD&A.
The changes in the fair values of the foreign exchange forward contract, fuel option contracts and natural gas derivatives are deferred as a regulatory asset or liability, subject to regulatory approval, for recovery from, or refund to, customers in future rates. The fair values of the derivative financial instruments were recorded in accounts payable as at September 30, 2011 and as at December 31, 2010.
The foreign exchange forward contract is valued using the present value of cash flows based on a market foreign exchange rate and the foreign exchange forward rate curve. The fuel option contracts are valued using published market prices for similar commodities. The natural gas derivatives are valued using the present value of cash flows based on market prices and forward curves for the commodity cost of natural gas. The fair values of the foreign exchange forward contract, fuel option contracts and natural gas derivatives are estimates of the amounts that would have to be received or paid to terminate the outstanding contracts as at the balance sheet dates.
The fair values of the Corporation's financial instruments, including derivatives, reflect point-in-time estimates based on current and relevant market information about the instruments as at the balance sheet dates. The estimates cannot be determined with precision as they involve uncertainties and matters of judgment and, therefore, may not be relevant in predicting the Corporation's future consolidated earnings or cash flows.
OFF-BALANCE SHEET ARRANGEMENTS
With the exception of letters of credit outstanding of $66 million, as at September 30, 2011, the Corporation had no off-balance sheet arrangements, such as transactions, agreements or contractual arrangements with unconsolidated entities, structured finance entities, special purpose entities or variable interest entities, that are reasonably likely to materially affect liquidity or the availability of, or requirements for, capital resources.
BUSINESS RISK MANAGEMENT
There were no changes in the Corporation's significant business risks year-to-date 2011 from those disclosed in the MD&A for the year ended December 31, 2010, except for those described below.
Investment in Belize: In June 2011 the GOB expropriated the Corporation's investment in Belize Electricity. Fortis has commissioned an independent valuation of its previous investment in Belize Electricity and expects to submit its claim to the GOB for compensation during the fourth quarter of 2011. The Corporation is exposed to risk associated with the amount of compensation to be paid for its previous investment in Belize Electricity, the timeliness of payment of the compensation and the ability of the GOB to pay the compensation owing to Fortis. The book value of the Corporation's previous investment in Belize Electricity recorded in long-term other assets on the consolidated balance sheet of Fortis was $120 million as at September 30, 2011.
The Prime Minister of Belize has stated that it is not the GOB's intention to expropriate BECOL. As at September 30, 2011, the book value of the Corporation's investment in BECOL was $159 million.
For further information, refer to the "Corporate Overview" section of this MD&A.
Economic Conditions: The Corporation's service territory in the Caribbean region continues to be impacted by challenging economic conditions. The population on Grand Cayman and the Turks and Caicos Islands has been declining as many non-locals working in the construction industry have returned to their home countries or other jurisdictions, as a result of the strong retraction in construction activity due to the weak local economies.
On the positive side, the recent completion and commissioning of phase one of a local airport expansion at the principal airport in Providenciales in the Turks and Caicos Islands in September 2011 should help foster future economic growth, mainly in the tourism and commercial sectors, allowing direct flights from Europe and accommodating more flights from North America. On Grand Cayman, several residential, resort and commercial projects are being completed in 2011, which have the potential to increase load and electricity sales for Caribbean Utilities.
Any sustained recovery of the economy in the Caribbean region, however, will hinge on the recovery of the U.S. economy. In line with the general U.S. economic forecast, it is expected that the current local economic weakness in the Caribbean region will continue into 2012 and possibly 2013, resulting in little-to-no growth in electricity sales for Caribbean Utilities and Fortis Turks and Caicos during those years.
Transition to New Accounting Standards: In June 2011 the Ontario Securities Commission ("OSC") issued a decision allowing Fortis and its reporting issuer subsidiaries to prepare their financial statements, effective January 1, 2012, in accordance with US GAAP without qualifying as U.S. Securities and Exchange Commission ("SEC") Issuers. The Corporation and its reporting issuer subsidiaries, therefore, will be adopting US GAAP as opposed to International Financial Reporting Standards ("IFRS") on January 1, 2012. Earnings to be recognized under US GAAP are expected to be closely aligned with earnings recognized under Canadian GAAP, mainly due to the continued recognition of regulatory assets and liabilities under US GAAP. A transition to IFRS would likely have resulted in the derecognition of some, or perhaps all, of the Corporation's regulatory assets and liabilities and significant volatility in the Corporation's consolidated earnings. For further information, refer to the "Future Accounting Standards" section of this MD&A.
Capital Resources and Liquidity Risk - Credit Ratings: Fortis and its regulated utilities do not anticipate any material adverse rating actions by the credit rating agencies in the near term. Year-to-date 2011, DBRS confirmed its existing credit ratings for Newfoundland Power, Caribbean Utilities, FortisBC Electric, Fortis, FHI and FEI. Also, Moody's Investors Service confirmed its existing credit ratings for Newfoundland Power and FEI, while S&P downgraded Caribbean Utilities credit rating from A to A- due to a weak customer market and increased business risks, but maintained its existing credit rating for Maritime Electric.
Defined Benefit Pension Plan Assets: As at September 30, 2011, the fair value of the Corporation's consolidated defined benefit pension plan assets was $751 million, up $24 million or 3%, from $727 million as at December 31, 2010.
Labour Relations: The collective agreement between FortisBC Electric and Local 378 of the Canadian Office and Professional Employees Union ("COPE") expired on January 31, 2011. The Company and COPE have commenced negotiations. In the interim, the current collective agreement remains in full effect until such time as the parties negotiate and ratify a new agreement.
The two collective agreements between Newfoundland Power and the International Brotherhood of Electrical Workers labour union expired on September 30, 2011. Negotiations to renew the collective agreements began in October 2011.
CHANGE IN ACCOUNTING TREATMENT
Effective January 1, 2011, as approved by the regulator, the cost of OPEB plans at Newfoundland Power is being expensed and recovered in customer rates based on the accrual method of accounting for OPEB plans. Additionally, the Company's transitional regulatory OPEB asset of $53 million as at December 31, 2010 is being amortized on a straight-line basis over 15 years. During the three and nine months ended September 30, 2011, operating expenses increased by approximately $2 million and $6 million, respectively, as a result of this change in accounting treatment. Prior to January 1, 2011, the cost of OPEB plans at Newfoundland Power was being expensed and recovered in customer rates based on the cash payments made.
FUTURE ACCOUNTING CHANGES
Adoption of New Accounting Standards: Due to continued uncertainty around the adoption of a rate-regulated accounting standard by the International Accounting Standards Board, Fortis has evaluated the option of adopting US GAAP, as opposed to IFRS, and has decided to adopt US GAAP effective January 1, 2012.
Canadian securities rules allow a reporting issuer to prepare and file its financial statements in accordance with US GAAP by qualifying as an SEC Issuer. An SEC Issuer is defined under the Canadian rules as an issuer that: (i) has a class of securities registered with the SEC under Section 12 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (ii) is required to file reports under Section 15(d) of the Exchange Act. The Corporation is currently not an SEC Issuer. Therefore, on June 6, 2011, the Corporation filed an application with the OSC seeking relief, pursuant to National Policy 11-203 - Process for Exemptive Relief Applications in Multiple Jurisdictions, to permit the Corporation and its reporting issuer subsidiaries to prepare their financial statements in accordance with US GAAP without qualifying as SEC Issuers (the "Exemption"). On June 9, 2011, the OSC issued its decision and granted the Exemption for financial years commencing on or after January 1, 2012 but before January 1, 2015, and interim periods therein. The Exemption will terminate in respect of financial statements for annual and interim periods commencing on or after the earlier of: (i) January 1, 2015; or (ii) the date on which the Corporation ceases to have activities subject to rate regulation.
The Corporation's application of Canadian GAAP currently relies primarily on US GAAP for guidance on accounting for rate-regulated activities. The adoption of US GAAP in 2012 is, therefore, expected to result in fewer significant changes to the Corporation's accounting policies as compared to accounting policy changes that may have resulted from the adoption of IFRS. US GAAP guidance on accounting for rate-regulated activities allows the economic impact of rate-regulated activities to be recognized in the consolidated financial statements in a manner consistent with the timing by which amounts are reflected in customer rates. Fortis believes that the continued application of rate-
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