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Investor presentation
innogy SE · Investor presentation · August 2017
Notice

This document contains forward-looking statements. These statements are based on the current views, expectations,
assumptions and information of the management, and are based on information currently available to the management.
Forward-looking statements shall not be construed as a promise for the materialisation of future results and
developments and involve known and unknown risks and uncertainties. Actual results, performance or events may differ
materially from those described in such statements due to, among other things, changes in the general economic and
competitive environment, risks associated with capital markets, currency exchange rate fluctuations, changes in
international and national laws and regulations, in particular with respect to tax laws and regulations, affecting the
Company, and other factors. Neither the Company nor any of its affiliates assumes any obligations to update any forward-
looking statements.
We are delivering on our IPO promises
IPO promises                                                         Achievements since IPO
                                                  1
                                        Unique
                                       European
                                       asset base
                                                                     1   Clean play, no legacy liabilities,
                                                                         truly independent

      Focus on
                                                                     2   2016 financial guidance achieved,
                                 Key                   Stable            2017 guidance confirmed
5      value                 investment               business   2
      creation                highlights
                                                                     3   2016 leverage factor of 3.7, Fitch Rating of BBB+,
                                                                         Moody‘s rating of Baa2, first innogy bond issued
                  Platform                   Resilient
                     for                     financial               4   ~100 MW renewable capacity added in 2016,
                   growth                     profile                    >130 MW expected in 2017 - Belectric acquisition
                    4                                 3
                                                                     5   Dividend of €1.60 (~80% payout ratio) for
                                                                         fiscal 2016
innogy SE · Investor presentation · August 2017                                                                       2
Unique asset mix and diversified European footprint
Leading positions across countries in Europe ...                                                                                          … with a distinct asset profile

           3.7 GW                                                                                                                         ✓ Focus on Europe –
           renewable capacity1                                                                                                                    anchored in Germany

           574,000 km                                                                                                                     ✓ Largely CO2 free
           grid length2
                                                                                                                                          ✓ Limited exposure to
                                                                                                                                                  commodity prices
           5x #1
           positions3                                                                                                                     ✓ No nuclear liabilities
Market presence                                                                                                                           ✓ Enabler of energy transition
 Renewables
 Grid & Infrastructure
 Retail
 Strategic partnership
Source: Group data as well as company estimates based on competitor publications, regulatory reports and analyst reports. 1 Capacity in the Renewables division as of 31 December 2016. Includes 0.4
GW of renewable generation capacity in the Grid & Infrastructure and Retail divisions. 2 Positions in the Grid & Infrastructure division are based on distributed volumes in 2015. 3 Market positions based
on volumes sold; for Belgium, Poland and the Czech Republic, based on customer numbers and for the Netherlands, based on market research – all based on the latest information available as of 31
December 2016.
innogy SE · Investor presentation · August 2017                                                                                                                                                           3
Our key priorities and long-term growth fields

                                    Renewables                       Grid & Infrastructure                      Retail

                                                                   Deliver robust results and          Operational excellence &
                             Execute construction
                                                                      optimise capex/opex                growth in Energy+
                             pipeline and leverage
                                                                   strategy within regulatory
                             value in core markets
                                                                          frameworks                    Deliver UK turnaround
    KEY
 PRIORITIES                                Scalable capex allocation to most value-accretive projects across segments

                                                                    Leverage our excellent                  Foster growth
                            Enter new markets and
                                                                   operational infrastructure             in electric vehicle
                              new technologies
   FUTURE                                                           skills and relationships           infrastructure solutions
   GROWTH

                                                                          Innovation

innogy SE · Investor presentation · August 2017                                                                                   4
Key priorities

Renewables – leverage value in core markets

Capacity ramp-up1                                                                                   Short-term growth drivers
MW, pro-rata

                                                                                                                                       Operational excellence –
                                 3,530          3,557          3,660          3,660                     Operations
                  3,356                                                                                                               reduce costs, increase yield
   3,220

                                                                                                                                                       Complete Galloper
                2017-19: ~440 MW addition expected                                                                                                      and Nordsee One
                                                                                                                               Execute onshore
                                                                                                       Construction                                    hitting scheduling,
                                                                                                                             construction pipeline
                                                                                                                                                       budget and quality
                                                                                                                                                             targets

                                                                                                                               Offshore         Take FID for
                                                                                                                                                                     Further
                                                                                                                               auctions:          onshore
   2016           2017           2018           2019         Secured          Total                                                                                  growth
                                                                                                                              Triton Knoll     projects with
                                                              remu-                                    Development                                                   opport-
                                                                                                                              and Kaskasi         secured
                     Under construction                                                                                                                              unities/
                                                             neration                                                        (2nd round in     remuneration
                                                                                                                                                                     pipeline
                                                                                                                                 2018)          of ~100 MW
     Onshore                Offshore              Hydro             Solar/other
1 As of March 2017. Excluding any growth potential in new technologies/markets. Ramp-up only includes Renewables division.

innogy SE · Investor presentation · August 2017                                                                                                                                 5
Key priorities

G&I – deliver robust results and optimise capex/opex
strategy within regulatory frameworks
Key pillars of value creation for core            Regulatory frameworks are mostly confirmed, providing stability
business
                                                                                          Hungary
                                                   Germany
                                                                                          Allowed revenues agreed for new
        Operational excellence                     Important parameters set for
                                                                                          regulatory period from 2017.
                                                   new regulatory periods from
                                                   2018/2019.                             In total, positive outcome of
                                                                                          cost review.
                                                   Clarity on outstanding items
                                                   expected in 2017/2018.
                                                                                           Poland
       Regulatory management                       Czech Republic                         Our DSO in Warsaw gains
                                                                                          ‘best in class’ recognition.
                                                   Most parameters for gas distribution
                                                   stable.                                Slovakia
                                                   Regulatory council took over
                                                   regulatory office in Aug 2017.         Regulatory environment for 2017
         Capex/opex strategy                                                              with no major changes.

innogy SE · Investor presentation · August 2017                                                                             6
Key priorities

Retail – operational excellence and growth in Energy+
Defending our excellent position in B2C and staying competitive in B2B
                                B2C                                                                     B2B
                                                                             Digital customer journey
                                       Churn prevention
  Operational                                                                        end-to-end
  excellence                                                                                                  Cost excellence
                                           Improve
                                                                                   Cost excellence
                                     customer satisfaction

Accelerate growth in Energy+ to support retention and create viable stand-alone products
                                B2C                                                                     B2B
                                                                                                                                   Target 2018
                                                  Diversification of existing business
    Growth in                                           (stand-alone Energy+)                              Build up the Energy+
                                                                                                           business by pushing
     Energy+                                                                                                                        ~€100m1
                                                                                                          existing and launching
                                           Build customer loyalty and support retention                        new offerings
                                                   (commodity-linked Energy+)

innogy SE · Investor presentation · August 2017       1 Adjusted EBIT (B2B+B2C).                                                        7
Key priorities

Retail UK – around £200m of cost savings will be
delivered by year-end 2018
npower opex savings (cumulative, on annual cost base)                                       Key messages
       Realised so far
       Planned delivery
                                                                                                 The Recovery Programme is             Further £80m will
                                                                                                delivering results according to         be delivered by
 £m
                                                                                  Dec 18:
                                                                                                 plan: ~£120m by June 2017              year-end 2018
 250
                                                                                   ~200

 200                                                       Dec 17:                                     These savings primarily offset additional
                                                            ~150
                                                                                                         opex arising from regulatory costs
 150                                        Jun 17:                                                              (incl. smart meters)
                                             ~120

 100
                                                                                                    We are examining further efficiency opportunities
                                                                                                  in excess of the envisaged £200m cost savings within
  50       Mar 16:
            ~20                                                                                    the context of a sustainable operating model and to
                                                                                                      reach our goal of a market-average cost base
   0
       Jan 16        Jul 16       Jan 17          Jul 17        Jan 18   Jul 18

innogy SE · Investor presentation · August 2017                                                                                                    8
Future growth

 Renewables – enter new markets and new
 technologies
                                        Onshore wind                     Offshore wind                              Solar

                             • Build on core capabilities to     • Expand business beyond core        • Setup utility-scale business
  MID-TERM                     foster growth                       markets as opportunities arise –   • Integrate Belectric and leverage
  STRATEGY                   • Successfully enter new markets      also outside of Europe               business capabilities in EPC and
                                                                 • Target role of lead developer        O&M
                                                                   and operator

                             • US office opened and support for • In-depth discussions with           • Successful closing of Belectric
                               onshore secured                    potential partners for promising      transaction in Jan 2017
 SHORT-TERM
                                   1
                               (PTC /’safe harbour investment’)   growth projects                     • Multiple opportunities under
ACTIONS TAKEN                • Successful market entry in Ireland                                       review – mainly in Europe and
                               (Dromadda Beg, 10MW)                                                     North America
                             • Brownfield project development in                                      • Successful acquisition of project
                               progress                                                                 rights ~1 GW2 in Canada
 1 Production tax credit.
 2 Anticipated full project capacity.
 innogy SE · Investor presentation · August 2017                                                                                        9
Future growth

G&I – leverage our excellent operational infrastructure
skills and relationships
                                                  Growth through broadband investments by
                                                  capitalising on operational synergies.
                                                  Supported by partnership between innogy and
                                                  Deutsche Telekom.
                                                  Additional upscale
                                                  opportunity of
                                                  retail offerings.

           Push the development of non-regulated services.                    Bolt-on M&A in markets we understand.
           Identify ‘white spots’ and develop
           viable products and                                                Croatian small-scale acquisition.
           business solutions.
                                                                              Further consolidation possible.
                                                  GRID+

innogy SE · Investor presentation · August 2017                                                                       10
Future growth

Retail – well positioned for EV market growth
EV growth through                                   Utility value chain in EV market                    Our competitive edge
                                                                                                        One of the European leaders:
                         EV prices                                Hardware supply                       more than 5,800 charging points
                                                                                                        in operation
                                                  Electricity
                   Driving range                       sales                             Installation   Excellent grid management
                                                                                                        capabilities

  Charging point availability                                                                           Various B2C and B2B product
                                                        IT
                                                                                                        offerings already, with over 30
                                                  services                               O&M
                                                                                                        products
 Pipeline of new EV models
                                                                                                        Excellent IT backend already in
                                                                   Energy services                      place (innogy is the only provider
         Strict CO2-regulation                                                                          in Germany able to bill on a kWh
                                                                                                        basis)

      Competitive disadvantages
                                                                Potential areas where                          innogy already well
        in EV industry mainly
                                                                 utilities can benefit                             positioned
              abolished

innogy SE · Investor presentation · August 2017                                                                                           11
Scalable capex programme from 2017-19 with bulk
of discretionary capex in renewables
Planned capex programme 2017-19
€bn

                                1
              6.5 – 7.0                           3.8 – 3.9
                                                                                                                   Renewables
            Renewables
             1.5 – 1.7

              Grid &                                                         0.2 – 0.3
          Infrastructure                                                                          0.7 – 0.8
             4.1 – 4.4                                                                              ~0.5            1.8 – 2.0
                                                                                                                      ~1.1
          Retail 0.7 – 0.8

           Total capex                 Grid & Infrastructure            Renewables + Retail        Other          Discretionary
                                                                                              non-discretionary
1 Includes ‘Corporate/other’.
                                                              day-to-day capex
innogy SE · Investor presentation · August 2017                                                                                   12
Financial discipline and strict investment criteria –
foundation for growing shareholder value
 Indicative capex
                                                           Renewables                                        Grid & Infrastructure                                                Retail
 split 2017-2019E
                                                                                                                              ‘Energiewende’
                                                                         Solar
                                                Offshore wind                                        Customer                 investments1                            IT/smart meter/day-to-day
                                                                         10-15%
                                                      20-25%                                       connections                14%                                     35-40%
                                                                               Hydro                                                   Other grid
                        Renewables
Key messages H1 2017

                           2017 outlook confirmed on group     H1 2017 financials
                           and segment level for adjusted      Adjusted EBITDA: €2,439m (+2% y-o-y)
                           EBITDA, adjusted EBIT and           Adjusted EBIT: €1,725m (+4%)
                           adjusted net income                 Adjusted net income: €857m (+16%)

                                                               Debt push down completed –
                                 Moody’s assigns stand-alone   EIB loans transferred from RWE
                                 rating of Baa2 to innogy      to innogy in July
                                 (investment grade)

innogy SE · Investor presentation · August 2017                                                       14
H1 2017 adjusted EBIT up 4% y-o-y mainly driven by
lower costs in the German G&I business
Adjusted EBIT development, in €m                                          Key drivers

                                                                          Renewables
                                 178
                                                                          • Lower wind and precipitation levels, a negative FX effect
                                                                            and absence of prior-year one-off gains only partially offset
                                                                            by higher yield, higher realised prices and the contribution
                                              (52)              1,725       of new assets
                                                        (27)              Grid & Infrastructure
   1,666                                                                  • Germany: lower costs to operate and maintain the grid; Q1
                                                                             2016 included provision accruals for partial retirement
                  (40)                                                       measures
                                                                          • Eastern Europe: positive impact of cold weather
                                                                          Retail
                                                                          • Solid performance in Germany and Eastern Europe
 H1 2016      Renewables         G&I          Retail   Corp./   H1 2017
                                                                          • Lower customer numbers and volumes in NL/BE
                                                       other              • UK: still down y-o-y, but Q2 2017 quarterly result on 2016
                                                                             level; benefits from recovery plan mitigating ongoing
                                                                             market pressure

innogy SE · Investor presentation · August 2017                                                                                          15
H1 2017 adjusted net income up 16% to €857m driven
by operational performance and lower financial result
Reconciliation of adjusted net income                                                         Key drivers

                                  H1 2017          adjust-        H1 2017         H1 2016     • Non-operating result mainly driven by the valuation of
€ million
                                  reported          ment          adjusted        adjusted      derivatives to hedge price risks
Adjusted EBITDA                     2,439              -            2,439           2,385     • Financial result includes a positive effect of €114m from the
Operating D&A1                      (714)              -            (714)           (719)       amortisation of the step-up on bonds2 and a €6m one-off
Adjusted EBIT                       1,725              -            1,725           1,666
                                                                                                gain from the transfer of further debt from RWE to innogy –
                                                                                                both effects are adjusted
Non-operating result                 (87)             87              0               0
                                                                                              • Effective tax rate still driven by a higher pre-tax contribution
Financial result                    (178)           (120)           (298)           (443)       from German entities; this effect will diminish over the
Income before taxes                 1,460            (33)           1,427           1,223       remainder of the year
Taxes on income                     (430)             73            (357)           (306)     • Normalised tax rate set at 25% to derive adjusted net
Tax rate                             29%               -             25%             25%        income
Income                              1,030             40            1,070            917      • Non-controlling interests above prior-year level mainly due
                                                                                                to improved earnings of German regional entities
Non-controlling
                                    (213)              -            (213)           (177)
interests
Net income                           817              40             857             740
1 By definition, operating D&A includes operating impairment losses. 2 Including FX effect.
innogy SE · Investor presentation · August 2017                                                                                                              16
Increase in net debt driven by seasonal free cash flow
pattern and dividend payments
Cash flow statement (extract)1                                                                            Net debt composition (extract)

€ million                                  H1 2017            H1 2016                +/-                   € billion                               30 Jun 2017        31 Dec 2016     +/-
Adjusted EBITDA                              2,439              2,385                54                    Financials assets                             3.7                   4.6    (0.9)
Funds from operations (FFO)                  2,116              2,329              (213)                   Financial liabilities                        17.0                   16.2   0.8
Changes in working capital                  (1,877)            (1,922)               45                      t/o senior   bonds3                        11.3                   10.3   1.0
Cash flow from operating                                                                                     t/o loans   towards RWE4                    3.6                   4.3    (0.7)
                                              239                407               (168)
activities (CFOA)
                                                                                                           Net financial liabilities                    13.3               11.6       1.7
Capex2                                       (660)              (593)               (67)
                                                                                                           Provisions for pensions and
                                                                                                                                                         3.5                   3.9    0.4
Divestments                                   152                194                (42)                   similar obligations
Free cash flow                               (269)                8                (277)                   Provisions for wind farm
                                                                                                                                                         0.4                   0.3    0.1
Dividend payments                                                                                          decommissioning
                                            (1,305)             (883)              (422)
                                                                                                           Net debt                                     17.1               15.7       1.4
                                                                                                           Leverage factor                                -                    3.7      -

1 The definition of free cash flow has changed: it now includes financial investments and divestments of property, plant and equipment plus intangible and financial assets.
2 Including financial investments.
3 Adjusted for ‘step-up‘ effect of €920m.
4 Does not yet reflect transfer of EIB loans completed in July 2017.
innogy SE · Investor presentation · August 2017                                                                                                                                               17
Outlook for 2017 confirmed
€ million                                                        H1 2017       H1 2016        FY 2017            FY 2016
unless stated otherwise                                          reported      reported      guidance           reported
Adjusted EBITDA1                                                   2,439        2,385        ~4,400              4,203

  Renewables                                                           179       219          ~350                359
  Grid & Infrastructure                                            1,094         916         ~1,900              1,708
  Retail                                                               588       640          ~850                844
Adjusted    EBIT1                                                  1,725        1,666        ~2,900              2,735

Adjusted financial result                                              (298)    (443)     (750) - (800)          (874)
                                                                                           at the lower
Tax rate for adjusted net income                                       25%       25%                              25%
                                                                                          end of 25-30%
Adjusted net income                                                    857       740         >1,200              1,123

Capex2                                                                 713       656       €2.0 - 2.5bn          2,123

                                                                                           Outlook3 confirmed
1 Includes Corporate/other. 2 Including financial investments.
3 As per interim report January to March 2017 (published on 12 May).
innogy SE · Investor presentation · August 2017                                                                            18
2017 payout ratio of 70-80% based on expected
adjusted net income above €1.2bn
Adjusted net income, € million                              Dividend

                                                  >1,200
                        At least +7%

         1,123                                                   €1.60

                                                                 ~80%1     70-80%1

         2016                                      2017           2016      2017
        actuals                                   outlook        actuals   outlook

1 Payout ratio based on adjusted net income.

innogy SE · Investor presentation · August 2017                                      19
APPENDIX
Retail – total customer number development
Electricity accounts (‘000)                                           Gas accounts (‘000)

    16,126              16,136              15,914         15,919

     2,910               2,917                                           6,885               6,833           6,702        6,676
                                              2,791        2,818

     2,437               2,407                2,367        2,346         1,981               2,004           1,919        1,939

     3,973               4,006                4,023        4,042
                                                                         2,111               2,073           2,036        2,017

                                                                         1,455               1,443           1,444        1,428
     6,806               6,806                6,733        6,713
                                                                         1,338               1,313           1,303        1,292

   30 Jun 16           31 Dec 16           31 Mar 17      30 Jun 17    30 Jun 16         31 Dec 16         31 Mar 17     30 Jun 17

               Germany       Eastern Europe       NL/BE   UK                       Germany      Eastern Europe   NL/BE   UK

innogy SE · Investor presentation · August 2017                                                                                      21
Retail UK - Overview of customer accounts mix

 Domestic B2C (million)                                           Standard (SVT1)   % of total   Non standard   % of total   Total

 Customer accounts                                                            2.3          52             2.2          48     4.5

 % of dual fuel                                                               54                          74                   64

 Accounts excl. prepay                                                        1.9          47             2.1          53     4.0

 % of total accounts                                                          80                          99                   89

 Customers2                                                                   1.5          55             1.3          45     2.8

 Customers excl. prepay                                                       1.2          49             1.3          51     2.5

 % of total customers                                                         79                          98                   87

1 SVT = Standard variable tariff.
2 Number of households with an electricity and/or a gas account
innogy SE · Investor presentation · August 2017                                                                                 22
Offshore wind: strong competition with first subsidy-
free auction bids in Germany
Technological levers to reduce costs                                       Beyond the obvious – further levers

       Wind farm development                                               • O&M concepts: in-house & portfolio-based
                                                   Offshore installation
      (standardisation in design)
                                                        & logistics        • EPC: high-quality partner with competitive margin
                                                                           • Economies of scale from project portfolio
          Innovative                                                       • De-risking via asset rotation
                                         Next-generation turbines
          foundation
           concepts
                                          (higher annual energy            • Analysis of future market price assumptions
                                            production - AEP)

                                                                           Critical success factor
    More efficient O&M                            Electrical               Derive valuable bid price propositions to
                                              interconnectivity            secure remuneration levels for viable
                                                                           growth projects

innogy SE · Investor presentation · August 2017                                                                                  23
Renewables – projects under construction
                                                                  Brechfa           Mynydd y             Bad a           Eschweiler         Eschweiler   Wiedenfelder   Dromadda    Clocaenog
                           Nordsee 1           Galloper
                                                                   West              Gwair               Cheo               Nord            Fronhoven       Höhe           Beg        Forest

      Country                 GER                 UK                 UK                 UK                UK                 GER               GER           GER           IRL         UK

    Technology              Offshore           Offshore           Onshore            Onshore           Onshore             Onshore            Onshore      Onshore      Onshore     Onshore

 Full capacity (MW)           332                336                 57                 33                 27                 13                29           13            10          96

    innogy stake              15%                25%               100%               100%               100%                51%               51%          100%          100%        100%

     Expected
                             Q4 ‘17             Q1 ‘18             Q2 ‘18             Q1 ‘19             Q1 ‘19             Q4 ‘17            Q1 ‘18        Q1 ‘18       Q3 ‘18      Q3 ‘19
       CoD

  Support scheme            EEG ‘14              ROC                ROC                CfD                CfD              EEG ‘14            EEG ’14      EEG ‘14       Refit II     CfD

      innogy
                             €43m2              £95m2              £102m              £58m               £39m               €10m               €21m         €20m         €13m         £94m
   capex share1

    IRR3 ranges                  Offshore: ∼13%                                                                                    Onshore: 6-11%

1 Excluding historical investments at FID.
2 innogy equity share.
3 For onshore: project (asset) IRR post tax excluding historical costs; for offshore equity IRR post tax excl. historical costs.

innogy SE · Investor presentation · August 2017                                                                                                                                                 24
Overview of senior bonds and loans payable to RWE
As of 30 June 2017, by maturity
Senior bonds                                                                                        Loans payable to RWE
                             Notional       Carrying amount                                                                        Notional
                                                                                                                                                  Carrying amount
Issuer                       amount          (in EUR million)        Coupon          Maturity           Instrument                 amount                                    Coupon          Maturity
                                                                                                                                                   (in EUR million)
                          (LCY1, million)                                                                                       (LCY1, million)
innogy SE                 EUR      100            100           6M Euribor + 0.67%    Nov 17            Intercompany loan6       EUR     125             125                 0.19%            Jul 17
innogy Finance B.V.       EUR      980           1,030                5.13%           Jul 18                                     EUR     771             771                 0.22%            Oct 17
                                                                                                        Intercompany   loan6
innogy Finance B.V.       EUR     1,000          1,090                6.63%           Jan 19
                                                                                                        Intercompany loan6       EUR     956             956                 0.56%           Mar 19
innogy Finance B.V.       EUR      750            764                 1.88%           Jan 20
                          GBP      570                                                Apr 21            Intercompany loan6       EUR     700             700                 0.86%            Oct 20
innogy Finance B.V.                               716                 6.50%
innogy Finance B.V.       EUR     1,000          1,195                6.50%           Aug 21            Intercompany loan7       EUR     645             695                 3.23%            Oct 20
innogy Finance B.V.       GBP      500            614                 5.50%           Jul 22            Intercompany loan7      GBP      350             362                 2.14%            Feb 23
innogy Finance B.V.       GBP      488            601                 5.63%           Dec 23            Total                    -         -             3,609               1.18%4             -
innogy Finance B.V.       EUR      800            844                 3.00%           Jan 24
innogy Finance B.V.       EUR      750            744                 1.00%           Apr 25
innogy Finance B.V.       GBP      760            953                 6.25%           Jun 30        Maturity profile as of 31 July 2017
innogy Finance B.V.       EUR      600            731                 5.75%           Feb 33        € billion
innogy SE                 USD      502             44                3.17%3           Apr 33
                                                                                                    5
innogy Finance B.V.       GBP      600            638                 4.75%           Jan 34                                                   RWE loans         EIB loans   Senior bonds
innogy SE                 EUR      468            513                 3.50%           Oct 37        4
innogy Finance B.V.       GBP     1,000          1,224                6.13%           Jul 39
                                                                                                    3
innogy SE                 JPY    20,0002          185                4.76%3           Feb 40
innogy SE                 EUR      100            100                 3.50%           Dec 42        2
innogy SE                 EUR      150            150                 3.55%           Feb 43
                                                                                                    1
Total                       -        -           12,236               4.90%4             -
                                                                                                    0
thereof: step-up effect                            920
                                                                                                           2017      2018      2019     2020      2021      2022      2023    2024    2025    2026+
1 Local currency. 2 Swapped in Euro: USD50m in EUR39m; JPY20,000m in EUR159m. 3 Interest rate after swap in Euro. 4 Notional-weighted average coupon. 5 Three additional loans with a total volume of €28m not included.
6 Related to hybrids issued by RWE. 7 In July 2017 the transfer of the EIB loans from RWE to innogy was concluded and the corresponding intragroup loans canceled. Note: Rounding differences may occur.
innogy SE · Investor presentation · August 2017                                                                                                                                                        25
innogy’s credit rating

innogy's investment grade ratings1 (as of 30 June 2017)

                                                            Fitch    Moody’s    S&P2

 Long-term issuer default rating                            BBB+      Baa2      BBB-

 Outlook                                                    Stable    Stable   Positive

 Senior unsecured rating                                     A-       Baa2      BBB-

 Short-term issuer rating                                    F2        P2        A-3

Note: All ratings still linked to RWE AG ratings.
1 Solicited ratings.
2 S&P assigns innogy a stand-alone credit profile of bbb.

innogy SE · Investor presentation · August 2017                                           26
innogy’s funding programmes to establish
stand-alone capital market access
  Debt issuance                               •   Independent innogy debt issuance programme launched in first half of 2017
  programme                                   •   Nominal volume: €20bn

  Commercial paper                            •   Stand-alone programme up and running (since year-end 2016)
  programme                                   •   Nominal volume: €3bn

  Revolving credit facility                   •   innogy SE has access to RWE AG’s €4bn syndicated credit line (up to €1.5bn)
                                              •   Stand-alone RCF to be established in Q4 2017
                                                  (based on full-year 2016 figures)

       innogy is establishing its own capital market access to be able to finance its operations going forward

innogy SE · Investor presentation · August 2017                                                                                 27
Management incentives – adaptation to new business
environment
                                              innogy management incentive scheme well balanced with
                                              clear focus on total shareholder return

  Individual annual bonus                     • Based on the economic development of the company, individual
  scheme                                        and collective performance as well as performance with regards
                                                to corporate responsibility and employee motivation

  Long-term                                   • Aims to reward the achievement of long-term strategic
  incentive plan                                objectives while facilitating capital market orientation
                                              • Conditional right to receive a pay-out in cash following a period of four years
                                              • Pay-out dependent on achievement of performance targets derived from the
                                                strategic planning and set before the first tranche start (‘3-year IPO business plan’)
                                                and based on the share price development as well as the accumulated dividends paid
                                                to shareholders (total shareholder return)

innogy SE · Investor presentation · August 2017                                                                                     28
Corporate governance – high degree of independence
reflected in innogy’s supervisory board structure
Board structure

• Two-tier board structure:
   Executive Board (6 members)
   Supervisory Board (20 members, thereof 10
    shareholder and 10 employee representatives)

Supervisory Board composition

• RWE AG represented by one management
  board member (CFO Markus Krebber)
• Werner Brandt and Frank Bsirske double as Supervisory
  Board Chairman and Supervisory Board Deputy
  Chairman of RWE AG and innogy SE
• Audit Committee mainly composed of independent
  Supervisory Board Members

innogy SE · Investor presentation · August 2017           29
Corporate governance – ‘agreement on basic principles’
sets clear and stable rules going forward
Key principles governing                                   Selected features on ‘agreement on basic
innogy/RWE relationship                                    principles’ between innogy and RWE

• Both parties – RWE and innogy – shall be in a            • Non-compete clause states that RWE is largely
  position to pursue their strategic, operational and        restrained from competing in innogy’s core businesses
  financial targets individually and independent of each     until 31 December 2019
  other                                                    • RWE manages innogy as a financial investment
• The domination agreement between innogy and RWE             RWE will not impose strategic or financial targets
  was terminated just prior to the IPO                          and is not involved in planning and management
• All intercompany relations and agreements are                 incentive discussions
  carried out at arm’s length                                 Investment decisions at innogy are not subject to
                                                                approval by RWE

innogy SE · Investor presentation · August 2017                                                                  30
IR contacts

                          Lars Korinth                                           Marcel Rohrbach
                          T +49 201 12-48329                                     T +49 201 12-15043
                          lars.korinth@innogy.com                                marcel.rohrbach@innogy.com

                                                                                               Holger Perlwitz
                                                  Britta Wöhner                                Fixed Income
                                                  T +49 201 12-44794                           T +49 201 12-15141
                                                  britta.woehner@innogy.com                    holger.perlwitz@innogy.com

                                                                                                               Lydia Beck
                                                                 Martin Jäger                                  Private shareholders
                                                                 T +49 201 12-15106                            T +49 201 12-48236
                                                                 martin.jaeger@innogy.com                      lydia.beck@innogy.com

innogy SE · Investor presentation · August 2017                                                                                        31
Financial calendar

                  13/11/2017                      Interim report 9M 2017

                  12/03/2018                      Annual report 2017

                  24/04/2018                      Annual General Meeting

    €             27/04/2018                      Dividend payment

innogy SE · Investor presentation · August 2017                            32
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