Hybrid presentation 14th November 2017 - Iberdrola

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Hybrid presentation 14th November 2017 - Iberdrola
Hybrid presentation
14th November 2017
Hybrid presentation 14th November 2017 - Iberdrola
Legal Notice
DISCLAIMER
This document has been prepared by Iberdrola, S.A. exclusively for use in connection with the offering by Iberdrola International B.V. of Undated Deeply
Subordinated Reset Rate Guaranteed Securities unconditionally and irrevocably guaranteed on a subordinated basis by Iberdrola, S.A. (the “Offering”).
As a consequence thereof, this document may not be disclosed or published, nor used by any other person or entity, for any other reason without the express and
prior written consent of Iberdrola, S.A.
Iberdrola, S.A. does not assume liability for this document if it is used with a purpose other than the above.
The information and any opinions or statements made in this document have not been verified by independent third parties; therefore, no express or implied warranty
is made as to the impartiality, accuracy, completeness or correctness of the information or the opinions or statements expressed herein.
Neither Iberdrola, S.A. nor its subsidiaries or other companies of the Iberdrola Group or its affiliates assume liability of any kind, whether for negligence or any other
reason, for any damage or loss arising from any use of this document or its contents.
Neither this document nor any part of it constitutes a contract, nor may it be used for incorporation into or construction of any contract or agreement.
Information in this document about the price at which securities issued by Iberdrola, S.A. have been bought or sold in the past or about the yield on securities issued
by Iberdrola, S.A. cannot be relied upon as a guide to future performance.
IMPORTANT INFORMATION
This document does not constitute an offer or invitation to purchase or subscribe shares, in accordance with the provisions of (i) the restated text of the Securities
Market Law approved by Royal Legislative Decree 4/2015, of 23 October; (ii) Royal Decree-Law 5/2005, of 11 March; (iii) Royal Decree 1310/2005, of 4 November;
(iv) and their implementing regulations.
In addition, this document does not constitute an offer of purchase, sale or exchange, nor a request for an offer of purchase, sale or exchange of securities, nor a
request for any vote or approval in any other jurisdiction.
For information regarding the Offering, please refer to the Offering Circular dated November [], 2017.
The shares of Iberdrola, S.A. may not be offered or sold in the United States of America except pursuant to an effective registration statement under the Securities
Act of 1933 or pursuant to a valid exemption from registration. The shares of Iberdrola, S.A. may not be offered or sold in Brazil except under the registration of
Iberdrola, S.A. as a foreign issuer of listed securities, and a registration of a public offering of depositary receipts of its shares, pursuant to the Capital Markets Act of
1976 (Federal Law No. 6,385 of December 7, 1976, as further amended), or pursuant to a valid exemption from registration of the offering.
This document and the information presented herein was prepared by Iberdrola, S.A. solely with respect to the consolidated financial results of Iberdrola, S.A. and
was prepared and is presented in accordance with the International Financial Reporting Standards (“IFRS”). This document does not contain, and the information
presented herein does not constitute, an earnings release or statement of earnings of Avangrid, Inc. (“Avangrid”) or Avangrid's financial results. Neither Avangrid nor
its subsidiaries assume responsibility for the information presented herein, which was not prepared and is not presented in accordance with United States Generally
Accepted Accounting Principles (“U.S. GAAP”), which differs from IFRS in a number of significant respects. IFRS financial results are not indicative of U.S. GAAP
financial results and should not be used as an alternative to, or a basis for anticipating or estimating, Avangrid's financial results. For information regarding
Avangrid’s financial results for the nine-month period ended on September 30, 2017, please see the press release that Avangrid issued on the October 24, 2017,
which is available on its investor relations website at www.avangrid.com and the Securities and Exchange Commission (“SEC”) website at www.sec.gov.
This document does not contain, and the information presented herein does not constitute, an earnings release or statement of earnings of Neoenergia S.A.
(“Neoenergia”) or Neoenergia's financial results. Neither Neoenergia nor its subsidiaries assume responsibility for the information presented herein. For information
regarding Neoenergia’s financial results for the nine-month period ended on September 30, 2017, please see the press release that Neoenergia issued on November
5, 2017, which is available on its investor relations website at www.ri.neoenergia.com and the Brazilian Comissão de Valores Mobiliários (“CVM”) website at
www.cvm.gov.br.

                        www.iberdrola.com                                                                              Hybrid Bond presentation, November 2017                   2
Hybrid presentation 14th November 2017 - Iberdrola
Legal Notice

FORWARD-LOOKING STATEMENTS
This presentation contains forward-looking information and statements about Iberdrola, S.A., including financial projections and
estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future
operations, capital expenditures, synergies, products and services, and statements regarding future performance. Forward-looking
statements are statements that are not historical facts and are generally identified by the words “expects,” “anticipates,” “believes,”
“intends,” “estimates” and similar expressions.
Although Iberdrola, S.A. believes that the expectations reflected in such forward-looking statements are reasonable, investors and
holders of Iberdrola, S.A. shares are cautioned that forward-looking information and statements are subject to various risks and
uncertainties, many of which are difficult to predict and generally beyond the control of Iberdrola, S.A., that could cause actual results
and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and
statements. These risks and uncertainties include those discussed or identified in the documents sent by Iberdrola, S.A. to the Spanish
Comisión Nacional del Mercado de Valores, which are accessible to the public.
Forward-looking statements are not guarantees of future performance. They have not been reviewed by the auditors of Iberdrola, S.A.
You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date they were made. All
subsequent oral or written forward-looking statements attributable to Iberdrola, S.A. or any of its members, directors, officers,
employees or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. All forward-
looking statements included herein are based on information available to Iberdrola, S.A. on the date hereof. Except as required by
applicable law, Iberdrola, S.A. does not undertake any obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.

                    www.iberdrola.com                                                            Hybrid Bond presentation, November 2017     3
Hybrid presentation 14th November 2017 - Iberdrola
Agenda

   - Strategic overview                    page 05
   - Business drivers                      page 13
   - Outlook 2016-2020 update              page 17
   - Liquidity and Solvency                page 23
   - Green bond background                 page 28
   - Hybrid Transaction                    page 34
   - Final Remarks                         page 38
   - Annex: Results presentation 9M 2017   page 40

         www.iberdrola.com                    Hybrid Bond presentation, November 2017   /4
Hybrid presentation 14th November 2017 - Iberdrola
Agenda

Strategic
overview

         www.iberdrola.com   Hybrid Bond presentation, November 2017   /5
Hybrid presentation 14th November 2017 - Iberdrola
Global energy scenario

      Increasing energy demand               Need to reduce emissions

                  More electrification of the economy

  •    More low carbon sources will be needed: Utility scale / distributed

  •    Storage capacity required

  •    Digitized Grids will be crucial to manage a more complex energy system

  •    Active customer management

           www.iberdrola.com                              Hybrid Bond presentation, November 2017   /6
Hybrid presentation 14th November 2017 - Iberdrola
The utility of the future

                               The utility of the future…

                                   More renewables
                                     More storage
                               More and smarter networks
                     More and smarter customer solutions

                                  …is Iberdrola today

           www.iberdrola.com                                Hybrid Bond presentation, November 2017   /7
Hybrid presentation 14th November 2017 - Iberdrola
The utility of the future

     Iberdrola has anticipated the global energy transition

                                         More RENEWABLES

     Almost 60% Renewable capacity (2015) in
     operation: 27.4GW1

     + 7GW in construction (1.65GW to be
     commissioned after 2020)

      World leader in onshore wind and strongly
                 investing in offshore

                                                       West of Duddon Sands, Irish Sea, UK

                                                                1 Managed   capacity including hydro and 100% Neoenergia

            www.iberdrola.com                                          Hybrid Bond presentation, November 2017             /8
Hybrid presentation 14th November 2017 - Iberdrola
The utility of the future

     Iberdrola has anticipated the global energy transition

                                    More STORAGE

    4.5GW Hydro pumped storage in
    operation and construction

      Equivalent to ~5M domestic
         batteries of 13.5kWh

                                                   Cortes la Muela, Spain

            www.iberdrola.com                                  Hybrid Bond presentation, November 2017   /9
Hybrid presentation 14th November 2017 - Iberdrola
The utility of the future

     Iberdrola has anticipated the global energy transition

                                    More and SMARTER NETWORKS

                         Further improvement of operations and efficiency

          HV & MV               100% digitalized Spain, UK and Brazil
         Smart Grid             US automation plan (2016-2021)

        LV Smart Grid           Spain: 200,000 km of smart grids and 9M smart meters
             &                  UK: beating 2016 regulatory objectives on smart meters
        Smart Meters            US: 100% smart meters Maine, 63% Connecticut and NY AMI Plan

         Digitalized
         generation             100% Renewables (CORE), Hydro, Nuclear, CCGT and Cogeneration
         operations

           www.iberdrola.com                                             Hybrid Bond presentation, November 2017   / 10
The utility of the future

     Iberdrola has anticipated the global energy transition

                                     Smart Customer Solutions

                           Added Value / Personalization / Energy efficiency
                             to increase customer satisfaction and loyalty
      Development of new solutions through Big Data:

       Tailored tariffs                          Multichannel

       Remote heating control                    Energy management

       Distributed generation and storage        Energy bank

                                                 …

             www.iberdrola.com                                         Hybrid Bond presentation, November 2017   / 11
Iberdrola business model

            A model that combines geographic diversification
              with focus on energy transition businesses…

                                                 United
                                                 States
                                                    $
                              Continental                          United
                                Europe                            Kingdom
                                  €            geographies            £
                                                currencies
                                               businesses

                                      Mexico                 Brazil
                                        $                    R$

            …providing attractive shareholder remuneration today
         with future growth visibility mainly in countries with A rating
          www.iberdrola.com                                                 Hybrid Bond presentation, November 2017   / 12
Agenda

Business
drivers

         www.iberdrola.com   Hybrid Bond presentation, November 2017   / 13
Investments 2016 – 2020 update

                                       Around 90% of investment:
                               regulated or long-term contracted activities

                  Investment by business                              Investment by currency
         Generation
         and Retail
 Regulated
                    9%                               Renewables1      USD                            GBP
 generation
                                7%
                                                                                             29%

                                     Eur 25Bn      42%                  48%   Eur 25Bn

                                42%                                                        20%
                                                                                 3%
                                                   Networks                                   Euro2
1Including   hydro                                                             Real
2Including   German offshore windfarm: Wikinger

                                                   Currency diversification
                                           71% allocated to countries with A rating
                            www.iberdrola.com                                 Hybrid Bond presentation, November 2017   / 14
Growth drivers 2016-2020

                                          Regulated      Generation &
                                                                                 Renewables
                                          business        customers

                                        RD 1048/2013     Customers growth            +30 MW
                                        Capex € 1.8 bn    Capex € 1.8 bn          Capex € 0.3 bn

                                        RIIO T1 / ED1    Business as usual         +1,540 MW
                                        Capex £ 2.3 bn    Capex £ 1.0 bn          Capex £ 3.7 bn

                                         Rates cases                               +2,000 MW
                                        Capex $ 5.8 bn                            Capex $ 4.1 bn

                                                           +3,600 MW                +700 MW
                                                          Capex $ 2.0 bn          Capex $ 0.9 bn

                                        Tariff periods                              +330 MW
                                       Capex R$ 1.7 bn                           Capex R$ 1.0 bn

          CAGR                              between         between                 between
         EBITDA*                            5% & 7%         2% & 4%              8.5% & 10.5%
    * Corporation and other business not included

                www.iberdrola.com                                            Hybrid Bond presentation, November 2017   / 15
The Utility of the Future

          Execution of our 2016-2020 Plan well on track
                 and ensuring growth post 2020

               2016-2020
                                                  Post-2020
         Growth investment plan

       Eur 22 Bn completed or in     Seizing opportunities beyond
       construction (90% of Plan)              2020 in…

                                            low carbon sources

                                       networks                      storage

           Execution well on track        Ensuring further growth

          www.iberdrola.com                         Hybrid Bond presentation, November 2017   / 16
Agenda

Outlook 2016-2020
update
(as presented in February 2017)

          www.iberdrola.com       Hybrid Bond presentation, November 2017   / 17
Financial Strategy for 2017-2020

         Main financial guidelines for 2017 – 2020 period:

    Financial                  Protecting the company from interest rate increases:
    structure                  increasing fixed rate debt >60%

                               Optimizing liquidity management , covering 18 months in
     Liquidity
                               stressed scenario

    FX risk
                               Structural & annual coverage
  management

 Solvency ratios Maintaining solid levels to preserve credit quality. Asset rotation
                           & hybrids to be used if needed to maintain financial strength.

    Financing              Strong diversification in sources of finance provides access to
                           many markets, banks and supranational lenders

           www.iberdrola.com                                       Hybrid Bond presentation, November 2017   / 18
Sources and uses of funds

        91% of the plan needs are funded by operating cash flow,
            which will grow as the plan investments pay -off

                 Sources         2017 – 2020         Uses
                     1%       Divestments

                     8%       New Debt               10%                 Capitalized costs

                                                     25%                 Dividends

                    91%       FFO                                        Investments

                                                     65%

  With current investment plan, we expect 2017 & 2018 to have solvency ratios
                in line with 2016, and to strengthen in 2019 & 2020
          www.iberdrola.com                            Hybrid Bond presentation, November 2017   / 19
Evolution of results 2016 – 2020 update

          Increasing annual average net profit growth…

                                2020    2015 – 2020   Net Profit/EBITDA Ratio
     Update
                                Eur       CAGR                           ~35%

    EBITDA                     ~10Bn       >6%            33%

    Net profit                 ~3.5Bn    ~7.5%
                                                                           XX%
                                                          2015             2020

         … and keeping growth expectations post-2020
          due to contribution from new investments
           www.iberdrola.com                           Hybrid Bond presentation, November 2017   / 20
Return on investments

                    Maintaining financial strength and
                    improving return on investments

                 ROE Group                  ROCE Group

                             >8.5%
                                                       >6%
                                                      XX %
                6.7%
                                            5.2%

                                                       XX%
                2015         2020           2015       2020

         www.iberdrola.com                         Hybrid Bond presentation, November 2017   / 21
Shareholder remuneration

    Shareholder remuneration growing in line with results

                                                                                                  DPS Eur
                                                                                                                  0.37 – 0.40
                         •     Growing in line with results (pay-out between
                               65% and 75%)                                                              20/30%
     Shareholder
                               driving 2020 DPS between 0.37-0.40 Eur
    remuneration
                                                                                                                            Floor
                         •     Establishing a floor of Eur 0.31/share during the                  0.31
                                                                                                                            0,31
                                                                                            15%
                               period                                                0.27

                                                                                     2014         2016               2020

   Scrip Dividend &          Maintaining scrip dividend
   Share buy-back            Share buy-back to avoid dilution

  Number of shares           Maintaining current number of shares at 6,240 million

              www.iberdrola.com                                                      Hybrid Bond presentation, November 2017        / 22
Agenda

Liquidity and solvency

         www.iberdrola.com   Hybrid Bond presentation, November 2017   / 23
Net Debt / Group

           Q3 2017 Net Debt closed almost Eur 4.5 bn higher than Dec’16,
          mostly due to NEO´s integration. Investments +31.5% vs 9M 2016
 Eur M
                   Hydro contributes
                                                                                                                    33,698
                  Eur 300 M* less than                                                               1,707
                      previous year                                                 1,715
 29,230
                                                                     3,997
                        -4,626
                                                       2,965
                                           -1,290

   Net Debt                  FFO            FX          NEO            Net         Dividends         Other            Net Debt
   FY 2016                                          contribution   Investments   and Treasury                         9M 2017
                                                     to Group’s                      Stock
                                                     Debt as of                   repurchase
(*) Eur 400 M before taxes                           30/09/2017

Eur 1,707 M of “Other” include Eur 674 M of capitalised costs and subsidies
                     and Eur 577 M of working capital
                       www.iberdrola.com                                                    Hybrid Bond presentation, November 2017   / 24
FFO / Group

           FFO proforma increases 5.4% to Eur 6,652.5 M, but NEO contribution
            is offset by the impact of extremely low hydro conditions in Spain

 Eur M

                                                                      6,652.5
                                         482.3   -300.0   159.4
                          6,310.8

                                                 Gen. &
                             FFO                          Rest of    FFO proforma
                                         NEO     Supply
                            FY 2016                       Group     September 2017*
                                                 Spain
(*) Last 12 months

    Excluding adverse hydro conditions, that impact Gen&Supply in Spain,
       FFO would have been Eur 300 M higher, reaching Eur 6,952.5 M
                     www.iberdrola.com                                   Hybrid Bond presentation, November 2017   / 25
Credit metrics / Group

                 Almost 75% of the impact on FFO/Net Debt (-1.4 p.p.)
      is driven by the temporary effect of the situation of Spanish hydro in 2017

                 FFO / Net Debt                                                     Credit Metrics
                                                                                    Proforma: NEO 1 year          Ex. NEO

  21.5%                                                              FFO/Net Debt          19.7%                  20.1%
             -1.4 p.p       20.1%                      19.7%
                                           -0.4 p.p

                                                                     Net Debt/EBITDA        4.1x                     4.1x

                                                                     RCF/Net Debt          17.0%                   17.1%
                         FFO/Net Debt NEO
FFO/Net Debt Hydro         Q3 2017                    FFO/Net Debt
  FY 2016    effects                  effect            Q3 2017
                           EX. NEO                                   Leverage              44.2%                   43.8%

                                  Other credit metrics also impacted
                       www.iberdrola.com                                               Hybrid Bond presentation, November 2017   / 26
Financing / Liquidity and Debt Maturity

                Strong liquidity position covering
        20 months of financing needs in a stressed scenario

  Liquidity and Average Maturity                       Debt maturity profile
                                                                                                           18,471

Total adjusted
                         Eur 7,389 M
  Liquidity

                                                                                4,293
                                                      3,004        2,784                     2,350

Average Debt                              564
                              6.1 years
  maturity                                2017        2018         2019         2020         2021          2022+

                                            2019 includes Eur 500 M with an extension option of 6 months
                                            2020 includes Eur 975 M with an extension option of 1 year

 Not taking into account NEO, which finances itself on a standalone basis
          www.iberdrola.com                                           Hybrid Bond presentation, November 2017       / 27
Green Bond
Background

    www.iberdrola.com   Hybrid Bond presentation, November 2017   / 28
Green Bond Background

 The business model and strategy of the Group is aimed at “the supply of
   reliable, high-quality and environmentally-friendly energy”, through
                sustainable, long-term industrial enterprise

                                Iberdrola issued its first public Green Bond in 2014, 3 more Green
                                       Bonds in 2016, 2 in 2017 + contracted a Green Loan
                                                  in total representing EUR 5.7bn
In line with its
CSR and
                                Iberdrola has updated its Green Bond Framework, aligned with the
Sustainability
                                                2017 ICMA Green Bond Principles
policies and
this context…
                                  The green bond and loan proceeds have and will be used to
                            (re)finance renewable energy and transmission projects, contributing
                                    to climate change mitigation and energy management.

               To support its long term strategy, Iberdrola will apply
            its’ existing Green Bond Framework to the new issuance,
         and has appointed Vigeo Eiris to provide a Second Party Opinion

            www.iberdrola.com                                           Hybrid Bond presentation, November 2017   / 29
Use of Proceeds

In compliance with               • Producing Electricity from renewable sources
ESG criteria evaluated
                                 • Improving the Energy Mix of Iberdrola
by Vigeo Eiris, Eligible
Green Projects are               • Reducing the necessity and load factor of the
Renewable Energy                   Fossil Fuel Generation in the countries where it
projects which aim to:             operates

                                 • The projects include investments in development,
                                   construction, installation and maintenance of
 The net proceeds of               renewable energy production units
 the 2017 Green Hybrid
                                 • The energy is produced from renewable non-fossil
 Bond will be used to
                                   sources, more specifically from wind power
 (re)finance, in whole
                                   (onshore and offshore)
 or in part, Renewable
 Energy Projects:                • The available projects are existing and on-going
                                   projects located in the United Kingdom and
                                   Germany and managed by Iberdrola subsidiaries.

             www.iberdrola.com                                 Hybrid Bond presentation, November 2017   / 30
Eligible Projects and Management of Proceeds

                          •       Compliance with the Use of Proceeds: all projects will be verified for compliance with
                                  the Eligibility Criteria and with the CSR and Sustainability policies by Iberdrola’s
                                  Business, Sustainability, CSR and Legal teams

                              •   Iberdrola will check the absence of any material ESG controversies (application of the
Evaluation                        exclusion criteria)
and Selection
                              •   The list of selected Eligible Projects is determined by Iberdrola’s Business, Legal, CSR
Eligible                          and Environmental teams, based on internal expertise, and submitted to the Finance
Projects                          Department for validation and selection

                              •    Responsible management of each project is monitored at corporate level and at project
                                   level through the relevant performance indicators

                          •       Iberdrola will track the allocation to Eligible Projects to avoid double counting with other
                                  green bond or loan proceeds. This tracking is integrated into the company’s annual
                                  financial reporting process.
Management
of Proceeds               •       The allocation of funds will be reviewed annually by an external auditor.

                          •       In case of asset divestment, Iberdrola commits to use the net proceeds to (re)finance
                                  other Eligible Projects which are compliant with the current framework

            www.iberdrola.com                                                            Hybrid Bond presentation, November 2017   / 31
Reporting

                                                The Issuer commits to report annually and transparently on the Green Hybrid
                                                Bond, in its Annual Sustainability Report, on:

                                                   •    Use of proceeds: list of (re)financed projects, with related description, fund
                        Reporting                       allocation and compliance of selected projects with the Green Bond framework.

                                                   •    Environmental benefits: annual estimates of climate benefits (outputs and/or
                                                        impacts) of each Eligible Projects’ share (re)financed by the Bond, then
                                                        aggregated at Bond level

                                                At project level:
                          Use of
                                                   •    List of financed projects with related description (type, location, operation date, size)
                          Proceeds
 Reporting Indicators

                                                   •    Iberdrola’s share (in %)
                          Reporting

                                                Output Reporting indicators:
                                                   •    Installed (attributable to the bond) renewable energy capacity of the wind farms (in MW)
                          Environme
                                                   •    Annual renewable energy produced (attributable to the bond) by the wind farms (in
                             ntal                       MWh)
                           Benefits
                                                Impact Reporting indicators:
                                                   •    Annual GHG emissions avoided (in tCO2e)

                                    www.iberdrola.com                                                          Hybrid Bond presentation, November 2017   / 32
Q&A

What is Iberdrola’s commitment to allocation to green projects and reporting on environmental
benefits?

  •   Iberdrola is committed to allocate green projects and report on environmental benefits while the
      hybrid bond is outstanding

In the case that the call option is exercised, what will happen to the allocated projects and reporting?

  •   The proceeds will be allocated towards green projects until the call date; reporting will also
      continue for that duration of time.
  •   After the call option is exercised, there is no longer a commitment to allocate hybrid bond
      proceeds to green projects or report on their environmental benefits.

  •   After the call option is exercised, live allocated projects can be re-allocated to other issuances

What will happen if the call option is not exercised?

  •   If the call option is not exercised, allocation towards green projects and reporting will continue
      for perpetuity
  •   As per the commitments in our Green Bond Framework, if the underlying assets are sold or have
      reached the end of their lifetime, the proceeds will be reallocated to new green projects.

                www.iberdrola.com                                             Hybrid Bond presentation, November 2017   / 33
Hybrid
Transaction

    www.iberdrola.com   Hybrid Bond presentation, November 2017   / 34
Transaction Rationale

Why issue hybrid capital?

  • Capitalising on the attractive overall cost of the instrument

 • Supporting solid solvency ratios to maintain financial strength

  • Diversifying sources of finance keeping on the balance sheet the hybrid
    instruments as part of the capital structure ahead of the potential
    upcoming redemption of its outstanding hybrid at the first call date

           www.iberdrola.com                               Hybrid Bond presentation, November 2017   / 35
Summary Terms of the New Hybrid

Issuer                            Iberdrola International B.V.
Guarantor                         Iberdrola S.A.
Currency / Size                   EUR benchmark
Senior Rating (M / S / F)         Baa1 (positive) / BBB+ (stable) / BBB+ (stable)
Expected Issue Rating (M / S /
                               Baa3 / BBB- / BBB-
F)
Maturity / Call                   Perpetual NC-5.5 with 3-month par call prior First Reset Date in Year 5.5
Subsequent Calls                  Every Interest Payment Date thereafter
                                  [ ● ]%, annual fixed until First Reset Date in year 5.5, then reset at 5-year mid-swaps plus initial margin plus
Initial Coupon
                                  any step-ups (see below) every 5 years
First Step-Up                     25bps in year 10.5
Second Step-Up                    Further 75bps in year 25.5
Replacement Language              Intention based, with customary carve-outs

                                  Cumulative and compounding at the Issuer’s option; Compulsory repayment upon payment of cash dividends on
Optional Deferral
                                  ordinary shares, parity obligations and certain other payments or repurchases, subject to customary exceptions.

                                  Withholding Tax Event, Substantial Purchase Event (75% repurchased) - at par
Early Redemption
                                  Accounting Event, Capital Event, Tax Event – 101% prior to First Call Date, par thereafter
Change of Control                 500bps step-up upon the occurrence of a Change of Control Event if the Notes are not called at par
Ranking of the Securities         Deeply subordinated, senior to Ordinary Shares and preference shares
Ranking of the Guarantee          Deeply subordinated, senior to Ordinary Shares and other shares
Equity Credit (M / S / F)         50% / 50% (until first call date) / 50% expected
                                  Luxembourg / English Law, except securities subordination governed by Dutch Law and guarantee subordination
Listing / Governing Law
                                  governed by Spanish Law
Denomination                      EUR100k + 100k
Use of Proceeds                   (Re)finance Renewable Energy Projects

                    www.iberdrola.com                                                                 Hybrid Bond presentation, November 2017        / 36
Structural Comparison to Recent Hybrid Deals
Issuer                           Iberdrola International B.V.           Ferrovial Nethrrlands B.V.             Danone                                 TenneT Holding B.V.
Issue Date                       [November 2017]                        7 November 2017                        23 October 2017                        10 April 2017
Currency / Size                  EUR benchmark                          EUR500m                                EUR1,250m                              EUR1,000m

Senior Rating (M/S/F)            Baa1 (positive) / BBB+ (stable) /      - / BBB (stable) / BBB (stable)        Baa1 (stable) / BBB+ (neg) / -         A3 (stable) / A- (stable) / -
                                 BBB+ (stable)
Issue Rating (M/S/F)             Baa3 / BBB- / BBB- expected            - / BB+ / BB+                          Baa3 / BBB- / -                        Baa3 / BB+ / -
                                 Perpetual NC-5.5 with 3-month par      Perpetual NC-5.5 with 3-month par      Perpetual NC-5.6 with 3-month par
Maturity                                                                                                                                              Perpetual NC-7.1
                                 call prior First Call Date             call                                   call
                                 Every Interest Payment Date            Every Interest Payment Date            Every Interest Payment Date            Every Interest Payment Date
Subsequent Calls
                                 thereafter                             thereafter                             thereafter                             thereafter
Initial Coupon                   [ ● ]%                                 2.124%                                 1.750%                                 2.995%
First Step-Up Date / Margin      25bps in year 10.5                     25 bps in year 5.5                     25 bps in year 10.6                    25 bps in year 12.1
Second Step-Up Date / Margin     Further 75bps in year 25.5             Further 75 bps in year 25.5            Further 75 bps in year 25.6            Further 75 bps in year 27.1
                                 Intention based, with customary        Intention based, with customary        Intention based, with customary        Intention based, with customary
Replacement Language
                                 carve-outs                             carve-outs                             carve-outs                             carve-outs
                                 Cumulative and compounding at          Cumulative and compounding at          Cumulative and compounding at          Cumulative and compounding at
                                 the Issuer’s option, subject to        the Issuer’s option, subject to        the Issuer’s option, subject to        the Issuer’s option, subject to
Optional Deferral                compulsory repayment upon              compulsory repayment upon              compulsory repayment upon              compulsory repayment upon
                                 payment of cash dividends and          payment of cash dividends and          payment of dividends and certain       payment of cash dividends and
                                 certain other payments                 certain other payments                 other payments                         certain other payments
                                                                                                               Withholding Tax Event, Substantial     Withholding Tax Event, Substantial
                                 Withholding Tax Event, Substantial     Withholding Tax Event, Substantial
                                                                                                               Purchase Event (80)%, Change of        Purchase Event (80)%, Change of
                                 Purchase Event (75)% - at par          Purchase Event (80)% - at par
                                                                                                               Control - at par                       Control - at par
Early Redemption                 Accounting Event, Capital Event,       Accounting Event, Capital Event,
                                                                                                               Accounting Event, Rating Event,        Accounting Event, Rating Event,
                                 Tax Event - 101% prior to First Call   Tax Event - 101% prior to first call
                                                                                                               Tax Event - 101% prior to first call   Tax Event - 101% prior to first call
                                 Date, par thereafter                   date, par thereafter
                                                                                                               date, par thereafter                   date, par thereafter
Change of Control                500bps step-up and call                N/A                                    500bps step-up and call                500bps step-up and call
                                 Deeply subordinated, senior to         Deeply subordinated, senior to         Deeply subordinated, senior to         Deeply subordinated, senior to
Ranking of the Securities
                                 preference and ordinary shares         preference and ordinary shares         preference and ordinary shares         preference and ordinary shares
                                                                        Deeply subordinated, pari passu
Ranking of the Guarantee         Deeply subordinated, senior to         with preference shares, senior to      N/A                                    N/A
                                 ordinary shares and other shares       ordinary shares
                                 Luxembourg / English law except        Dublin / English Law except
Listing / Gov. Law                                                                                             Paris / French Law                     Amsterdam / Dutch Law
                                 subordination                          subordination
Denomination                     EUR100k + 100k                         EUR100k + 1k                           EUR100k + 100k                         EUR100k + 1k
Explicit Green Project Use of
                                 Yes                                    No                                     No                                     Yes
Proceeds

                        www.iberdrola.com                                                                                            Hybrid Bond presentation, November 2017                 / 37
Final remarks

    www.iberdrola.com   Hybrid Bond presentation, November 2017   / 38
Final remarks

   Iberdrola is one of the largest electric utilities in the world producing and supplying
       electricity to around 100 million people in the countries in which it operates

The company has positioned itself as leader in clean energy: Iberdrola is the top renewable
 energy producer in Europe and a global leader in terms of installed onshore wind power,
              and thus has become one of the biggest Green Bond issuer

  Iberdrola is developing a growth plan, supported by a strong investment drive between
      2016 and 2020, predominately in regulated businesses or long-term contracted,
                      which will further strengthen its business model

  Iberdrola’s resilient model and diversification in businesses and countries, allows it to
         offset the negative effects from challenging operating conditions in 2017

   Shareholder remuneration track record: confident on the long term performance and
structural resilience of the Group, 2017 interim shareholder remuneration has increased by
              3.7%; dividend pay-outs act as “payment pusher” for the hybrid

           Committed with solid solvency ratios maintaining financial strength

            www.iberdrola.com                                      Hybrid Bond presentation, November 2017   / 39
www.iberdrola.com   Hybrid Bond presentation, November 2017   / 40
Click the link below to access 9M 2017 Results presentation

9M 2017
Results
presentation

          www.iberdrola.com                      Hybrid Bond presentation, November 2017   41
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