RWE Company Presentation - As of March 2019 - RWE AG

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RWE Company Presentation - As of March 2019 - RWE AG
RWE Company
Presentation

As of March 2019
Disclaimer

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.

All figures regarding the renewables business are based on pro forma combined innogy and
E.ON publicly available data. The implementation of the transaction is still subject to conditions,
including merger control clearances.

RWE AG | Company Presentation | March 2019                                                      Page 2
Investment Highlights – key takeaways

                On track to transform into a globally leading renewables player with the ambition to
                significantly grow the business further

                Combination of renewables with firm conventional power generation and global
                trading house uniquely positioned to support energy transition in every aspect

                Significant contribution to reduction CO2 emissions since 2012 with ambitious further
                reduction targets until 2030

                Focus on operational performance and negotiations of coal phase-out to achieve
                planning certainty for lignite operations

                Strong operational earnings to support future growth and attractive dividend

RWE AG | Company Presentation | March 2019                                                              Page 3
Strategic highlight:
RWE continues to reshape its future

RWE AG | Company Presentation | March 2019   Page 4
RWE is reshaping its operating business and financial
portfolio

                                                                                                                Financial
                                                      Operating business
                                                                                                                portfolio
                                                                          New

     Lignite & Nuclear                       European Power          Renewables         Supply & Trading    Financial portfolio

         E.ON                                                                                                  16.7% E.ON
   25% Gundremmingen
                                                                     innogy RES           Gas storage
                                                                                                               37.9% Kelag
            E.ON                                                                                             25.1% Amprion
        12.5% Emsland
                                                                      E.ON RES

                                                              ~90%                                                  ~10%

                                             Strengthening and future proofing of the                        Optimised financial
                                                     core operating business                               portfolio with stable and
                                                                                                             attractive dividends

  %      Expected future EBITDA share.
         Additions to RWE Portfolio (from transaction).
RWE AG | Company Presentation | March 2019                                                                                   Page 5
Key transaction parameters

                                             > E.ON to acquire RWE’s 76.8% stake in innogy for a total consideration of
                                               €17.1bn, including fiscal 2017 and 2018 dividend
 E.ON acquisition                            > E.ON to launch a voluntary public takeover offer for innogy minorities at €40 per
 of innogy                                     share (adjusted for dividend payments until closing)
                                             > Offer value of €40 per share represents a premium of 28% to the unaffected
                                               innogy share price1 and implied EV/EBITDA 2018E of 10.5x2

                                             > E.ON renewables business3
 RWE asset                                   > innogy renewables business
 purchases
                                             > innogy‘s German and Czech Gas Storage business
 (economic effect                            > E.ON minority stakes in RWE’s nuclear plants Gundremmingen (25.0%) and
 as of 1 Jan 2018)                             Emsland (12.5%)
                                             > innogy’s 37.9% stake in Kelag
 RWE stake in                                > E.ON to issue 440m shares to RWE implying a post money stake of 16.7%
 E.ON                                          in E.ON

 innogy dividend                             > RWE to receive fiscal 2017 and 2018 innogy dividend

 Cash payment                                > E.ON to receive ~€1.5 bn from RWE
 1 As of 22 February 2018.
 2 Based on implied enterprise value of €43 bn and mid-point of guided innogy EBITDA 2018 of €4.1 bn and €4.2 bn.
 3 Excluding German and Polish onshore wind assets belonging to e.dis (151 MW) and 20% stake in Rampion offshore wind farm (80 MW).

RWE AG | Company Presentation | March 2019                                                                                            Page 6
Highly complementary renewables and conventional
generation portfolio

 Pro forma combined net generation capacity1
 (as of 1 January 2019)

                                                                             > Leading European generator with
  Low CO2                                                         Firm and     diversified and balanced generation
  generation                                  2.7                 flexible     technologies
  capacity                                          10.3          capacity
                                 9.3
  >60%                                                            >80%       > De-risking of portfolio with >60% of low
                                             45.7 GW                           CO2 generation capacity
                                                          6.5

                                                    2.8                      > Leading provider of reliable and flexible
                                      14.1                                     generation capacity to balance intermittent
                                                                               production of renewables

                                                                             > Opportunity to extract value from enlarged
        Gas     Renewables                     Other
                                                                               portfolio through leading commercial asset
        Lignite   Hard coal
                                                                               optimisation platform
                                               Nuclear

  1   RWE stand-alone plus E.ON’s and innogy’s renewables businesses.

RWE AG | Company Presentation | March 2019                                                                                   Page 7
Leading renewables player with attractive growth platform

 Installed renewable capacity in Europe1                                              Pro forma combined renewables capacity2

                                                                                                        RoW
                                                                                                                     Germany
                                                                                                         7%
                                                                                                              20%

                                                                                          US
                                                                                               36%      9.1 GW
                                                                                                                   24%
                                                                                                                           UK
                      Pro                                                                               4% 5%
                     forma                                                                                4%
                   combined                                                                     Italy             Iberia
                                                                                                        Benelux
 > No. 3 renewables player in Europe with well-balanced portfolio and strong position in U.S. onshore
   wind market

 > Leading European offshore wind platform with 1.9 GW in operation and 1.3 GW in construction and
   advanced development

 > Strong development pipeline in attractive growth markets and scope for efficiencies
  1 Bloomberg    New Energy Finance, March 2018.
  2   As of 31 December 2018. Pro rata view. Excludes RWE’s own renewable capacity.

RWE AG | Company Presentation | March 2019                                                                                      Page 8
Strategic ambition to build a global renewables player

Target growth markets 1

                                                                                                    Focus markets

                                                                                                    Europe Americas Asia-
                                                                                                                    Pacific

                                                                                                    Growth ambition
                                                                                                    ~2.0-3.0 GW p.a.

                                                                                                    Funds available for
                                                                                                    investment
                                                                                                    ~€1.5 bn p.a. net

                    Focus markets               Solar PV             Wind onshore   Wind offshore

  1 Size   of bubble indicates approximate growth ambitions in GW.

RWE AG | Company Presentation | March 2019                                                                                Page 9
Strong platform with attractive growth prospects

 Capacity in operation and under construction for the years 2019 – 20211
 GW, pro rata
                                                                                                             > Attractive project pipeline of
                                                                                                               1.9 GW under construction with
                                                                         0.6                11.0               expected commissioning in the
                                                       0.6
                                      0.7                                                                      years 2019 to 2021
             9.1                                                Triton Knoll   ~508 MW
                                                                Nysater          95 MW                       > Additional projects with short-term
                                                                                                               FID of ~3 GW under development
                                                Australian PV   349 MW                                         with potential commissioning date
                                                Scioto Ridge    242 MW
                                                Other            12 MW                                         by 2021
                          2 coastal projects 371 MW
                          West of Pecos 100 MW                                                               > Total combined medium-/long-term
                          Clocaenog Forest 96 MW                                                               development pipeline of more than
                          Morcone           57 MW
                          Mynydd Y Gwair 33 MW                                                                 10 GW
                          Bad á Cheò        27 MW
                          Other             18 MW

             In                     Under              Under             Under              Total
          operation             construction,      construction,     construction,
                               exp. COD 2019      exp. COD 2020     exp. COD 2021

  1Pro forma combined renewables capacity as at 31 December 2018. Pro rata view. Excluding renewable portfolio of E.DIS and 20% of Rampion.
  Source: innogy and E.ON.

RWE AG | Company Presentation | March 2019                                                                                                      Page 10
Earnings growth foreseen until early 2020s before
  investing into further pipeline projects

   Estimated development of EBITDA for pro forma combined operational renewables portfolio

   illustrative                                  Expiration of higher starting                                    > Illustrative earnings
                                               tariffs under EEG compression             End of ROC scheme          profile of portfolio in
                                                 model at Nordsee Ost and               for offshore wind farms
                                                         Amrumbank                         London Array and
                                                                                                                    operation and under
                                                                                            Greater Gabbard         construction

                                                                                                                  > Assumes no further
                                                                                                                    growth capex; excludes
   €1.5 bn                Commissioning                                                                             projects without FID, e.g.
                            of projects                                                                             Triton Knoll
                               under                     End of ROC scheme for
                           construction                   offshore wind farms
                                                           Scroby Sands and                                       > ~50% of portfolio with
                                                               Robin Rigg                                           regulated or contracted
                                                                                                                    cash flows for still more
                                                                                                                    than 10 years

                                                                                                                  > ~11.5 years avg.
2015       2017                  2020                  2025                      2030                  2035
                                                                                                                    remaining support tenor

    Note: Consolidated view.
    Source: RWE analysis.

  RWE AG | Company Presentation | March 2019                                                                                                  Page 11
Step-change in operating business with doubling of
EBITDA post transaction

                                                                 RWE stand-alone EBITDA1                                                 Pro forma EBITDA2
                                                                 (€ bn)

 > Significant earnings                                                                                                                     ~10%
   accretion with more than
   90% of EBITDA from                                                                                                                                            ~30%
   operating businesses                                                                             22%

 > Diversification of                                       47%
   earnings mix                                                                     1.5

 > ~60% contribution from
                                                                                                        20%
   renewables to pro forma
   EBITDA
                                                                                 11%
                                                                                                                             ~60%
 > ~50% of operating EBITDA
   coming from contracted
   operations3 with visible and
   stable earnings profile                                                Lignite & Nuclear                    European Power                 Supply & Trading
                                                                                              Renewables                           Dividends

  1   Split based on 2018 EBITDA for RWE stand-alone.
  2   Split based on estimated numbers post closing.
  3   Contracted operations include earnings from capacity payments for conventional generation, ROCs, CfDs, feed-in tariffs and PPAs.

RWE AG | Company Presentation | March 2019                                                                                                                        Page 12
Strong financial position post transaction provides ability
to support future growth

 Transactional debt effects                                            Financing

                                                                       > Limited cash requirements from transaction
 Nuclear provisions                          ~€0.8 bn                    financed through own liquidity and funds

                                                                       > No assumption of capital market debt or
 Provisions for wind                                                     plans to issue senior bonds
                                                    ~€0.9 bn
 asset dismantling
                                                                       Rating strategy

 Pension provisions                                     ~€0.5 bn       > Strong commitment to investment grade rating

                                                                       > Leverage supported by strong operational
                                                                         cash flows and financial portfolio
 Tax equity liabilities                                     ~€0.6 bn

                                                                       > Pro forma net debt / EBITDA post transaction
                                                                         of 2.5x –
Closing of innogy transaction expected for summer 2019

 2018                               Announcement of transaction (12 March 2018)

                                    Merger Control Proceedings
  Q1                                > RWE’s acquisitions of E.ON and innogy renewables operations approved by
 2019                                 EU Commission on 26 Feb 19
                                    > E.ON’s innogy acquisition filed with the EU Commission on 31 Jan 19;
                                      opening of Phase 2 investigation on 7 March 19
                                    > Filing of transaction with US antitrust authorities in due course
                                    > RWE’s financial shareholding in E.ON of 16.67%:
                                      o Approved by Bundeskartellamt (German competition authority) on 26 Feb 19
                                      o Filing with CMA (UK competition authority) on 25 Feb 19

      Q3                            Closing I
                                    > RWE sale of 76.8% innogy stake
                                    > E.ON issuance of 440m shares to RWE
                                    > RWE purchase of E.ON minority stakes in nuclear power plants
                                      Gundremmingen (25.0%) and Emsland (12.5%)
                                    > RWE cash payment of ~€1.5 bn to E.ON
      Q4                            Closing II
                                    > RWE purchase of E.ON renewables1
                                    > RWE purchase of innogy renewables2
                                    > RWE purchase of innogy Gas Storage and 37.9% in Kelag3

  1   Excluding German and Polish onshore wind assets belonging to e.dis (151 MW) and 20% stake in Rampion offshore wind farm (80 MW). | 2 After legal integration measures by E.ON,
      accelerated closing currently under investigation. | 3 After legal integration measures by E.ON.

RWE AG | Company Presentation | March 2019                                                                                                                                       Page 14
Strategic developments in current operations

RWE AG | Company Presentation | March 2019     Page 15
Strategic focus on evolution of existing business portfolio

           Optimise                          Enhance                          Tap into evolving
           existing operations               portfolio                        opportunities

            Lignite & Nuclear/               European Power                   > Explore technologies
            European Power                                                      suitable to provide
                                             > Develop portfolio for future
                                                                                security of supply
            > Negotiate coal closures          market requirements, e.g.
              in Germany                       gas turbine projects,          > Invest selectively into
                                               biomass conversion               new technologies, e.g.
            > Manage cost base                                                  batteries
                                             > Participate in opportunistic
            > Apply capital allocation
                                               asset consolidation
              discipline
                                               (core markets)
            > Actively manage
              portfolio                      Supply & Trading
                                             > Expand organically, e.g.
            Supply & Trading
                                               LNG portfolio
            > Maintain profitability

RWE AG | Company Presentation | March 2019                                                                Page 16
Roadmap of recommended German coal phase out

Recommendations by the Commission for Growth, Structural Change and Employment of 26 January 2019

Renewables                                                                                         Renewables
  36.1%                                                                                               65%

 Hard coal             -7.7 GW               Hard coal                                -7 GW         Hard coal                                 -8 GW     Hard coal
 22.7 GW                                      15 GW                                                   8 GW                                                0 GW

  Lignite              -4.9 GW                Lignite                                 -6 GW           Lignite                                 -9 GW      Lignite
 19.9 GW                                      15 GW                                                    9 GW                                               0 GW

                                                                                                                 Assessment
                                                         Monitoring of measures by independent                                      Earliest end        Envisaged
                                                                                                                  of earlier
                                                           experts, adjustments if necessary                                           date              end date
                                                                                                                  end date

  2018
  2017                  2020                  2022        2024           2026           2028           2030         2032         2034          2036       2038

 >      Net closures (on top of ongoing measures/market driven                            >      Review mechanism with regards to climate protection, security of
        decommissioning) of ~3 GW lignite and ~3 GW of hard coal                                 supply, power prices, regional development and employment
        by 2022
                                                                                          >      Reduction in CO2 auctions corresponding to redundant
 >      By 2030 reduction to a total remaining capacity of                                       certificates
        9 GW lignite and 8 GW hard coal
                                                                                          >      Desire to keep Hambach Forest
 >      No new coal plants to be commissioned

 >      Adequate compensation for shut downs until 2030

          > Challenging recommendations for RWE which need to be adequately compensated
          > RWE scenario analysis ongoing and negotiations with the German Government expected to last for several months
  Source: Final report by Growth, Structural Change and Employment Commission as of 26 Jan 2019.

RWE AG | Company Presentation | March 2019                                                                                                                  Page 17
RWE is on an ambitious path to reduce CO2 emissions -
huge contribution to climate protection already made

RWE’s reduction path for CO2 emissions in core markets1 – our target before Commission recommendations

                    Conversion of Dutch hard coal             Transfer of 1.5 GW of lignite                Disposal and closure of coal                 Closure of Weisweiler power
                    plants to biomass co-firing               to stand-by reserve and final                plants, e.g. Bergkamen,                      plant (1.8 GW) at end
                                                              shut-down after 4 years                      Gersteinwerk                                 of Inden mine by 2030
In million
tonnes
180                                          -32.6%
                                                                                                                                                                         Before coal
                                                                                                                                                                         phase-out
160
                                                                                                                                                                        recommend-
                                                                                                                                                                          ations by
140                                                                                                                                                                     Commission

                                                                                                                                       Reduction target1:
120                                                                                                                                      55 – 65 million
                                                                                                                                        tonnes vs. 2015
100                                                                                                                                    (equiv. 40 – 50%)

80

60

  0
  2012                                       2015                        2018                                 (…)                               2030                                 ... And
                                                                                                                                                                                     beyond

  1 Referring to RWE stand-alone portfolio, excluding Mátra in Hungary and Denizli in Turkey. Figures do not include a potential impact on the generation portfolio as a result of
  recommendations from the Commission on Growth, Structural Change and Employment.

RWE AG | Company Presentation | March 2019                                                                                                                                               Page 18
Financial highlights FY 2018

RWE AG | Company Presentation | March 2019   Page 19
Delivery of 2018 financial targets in a challenging
environment

 RWE stand-alone
 (€ million)
                                                                                       Earnings in line with outlook for 2018 despite
                  2018 adj. EBITDA                                                 ✔   negative impact from suspension of UK

             1,400 – 1,700                   1,521
                                                         ✔                             capacity market

                                                                                       Ordinary dividend proposal improved from
                                                                                   ✔   €0.50 in 20171 to €0.70/share for 2018

                Guidance                     Actual
                                                                                       Successful hedge strategy and neutralising
                                                                                   ✔   carbon risk until mid 2020s
                 2018 adj. net income

                500 – 800                      591
                                                         ✔
                                                                                       Optimisation of capital structure: redemption of
                                                                                   ✔   GBP 750 million hybrid and proposal to convert
                                                                                       preference into ordinary shares
                Guidance                     Actual
  1   Total dividend in 2017: €1.50/share of which €1.00/share special dividend.

RWE AG | Company Presentation | March 2019                                                                                              Page 20
Lower adjusted FY 2018 EBITDA mainly due to declining
generation margins in conventional power generation

  Group                     RWE stand-alone

  (€ million)

        2,149                                FY 2017   2,066

         -315                                                  >   Lignite & Nuclear: Declining generation margins
                             Lignite & Nuclear          -315
                                                                   and lower production volumes

         -129                European Power                    >   European Power: Mainly absence of positive
                                                        -129
                                                                   one-offs (sale of real estate)

          -88                Supply & Trading            -88   >   Supply & Trading: Result slightly below average
                                                                   earnings level

          -861                                innogy       -   >   innogy as part of RWE stand-alone:
                                                                   dividend inflow of €683 million in Q2 2018.
                                                                   Same amount as in Q2 2017
                                           Other,
           +7                                            -13
                                    consolidation

        1,538                                FY 2018   1,521

  1   innogy - continuing operations.

RWE AG | Company Presentation | March 2019                                                                       Page 21
Hedging – increased average hedge prices in outer years
but lower volumes due to restrictions at Hambach mine

 Expected positions and hedge status as of 31 December 2018
 Before any measures resulting from proposals of ‘Growth, Structural Change and Employment’ commission

   Outright                      Average hedge price 2018 – 2021 corresponds with average hedged CO2 price (€/MWh) of:
   (Lignite                          ~5                      ~5                        ~5                      ~7
      &
   Nuclear)                       ~28                                ~29                                ~31                                 ~37
                                   83 TWh                            ~75 TWh                             ~65 TWh                             ~65 TWh

                                                                                          >90%                             >90%                                 >80%

                                      2018                             2019E                              2020E                                2021E
                                                                                                                                   Change to reported average
                           Open position     Fully hedged position         Implicit fuel hedge   Average hedge price (€/MWh)

                                                                                                                               
                                                                                                                                   hedge price as of 30 Sept. 2018

    Spread                          72 TWh                        50 – 70 TWh1                        50 – 70 TWh1                       50 – 70 TWh1
    (Euro-
     pean
    Power)                                                              >90%                                                                   40%
                                      2018                             2019E                              2020E                                2021E
                             Open position   Hedged position (%)

       CO2               >      CO2 position financially hedged until mid-2020s
RWE AG | Company Presentation | March 2019     1   Total in-the-money spread.                                                                                          Page 22
Recovery of fuel spreads in H2 2018 after strong decline
since end of 2017

 Development of German fuel spreads1

               8

               6

               4
       €/MWh

               2

               0

               -2

               -4
                    35 34 33 32 31 30 29 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1
                                                               Months to Delivery

                                                     Cal17           Cal18           Cal19           Cal20            Cal21

  1Fuel spread defined as: Power price – (pass-through-factor carbon × EUA price + pass-through-factor coal × coal price + pass-through-factor gas × gas price).
  Note: Shown figures based on fuel spreads per end of month (€/MWh).
  Source: Bloomberg; data until 31 Dec 2018.

RWE AG | Company Presentation | March 2019                                                                                                                         Page 23
Adjusted net income for FY 2018 reaches €591 million

 RWE stand-alone
 FY 2017                    FY 2018
  (€ million)
                                                                       >   RWE stand-alone adj. EBITDA includes
      2,066                                   Adj. EBITDA      1,521       adj. EBITDA from Lignite & Nuclear,
                                                                           European Power, Supply & Trading and
                                                                           dividend from innogy
       -592                           Adj. depreciation         -568
                                                                       >   Financial result mainly adjusted for
                                                                           mark-to-market valuation of securities
      1,474                                      Adj. EBIT      953        according to IFRS 9 and impact from
                                                                           adjustment of discount rates for long-term
                                                                           provisions
       -373                       Adj. financial result         -226
                                                                       >   Limited adjusted taxable earnings at RWE
                                                                           stand-alone
         -65                                        Adj. tax     -59   >   Adjustments of tax and minorities resulting
                                                                           from the adjustments in the non-operating and
                                             Adj. minorities               financial result as well as deferred taxes
         -63                                                     -77
                                                  & hybrids            >   Hybrid bonds partly classified as equity
                                                                           pursuant to IFRS
        973                           Adj. net income           591

RWE AG | Company Presentation | March 2019                                                                              Page 24
FY 2018 distributable cash flow at € 261 million mainly
driven by lower adjusted EBITDA
 RWE stand-alone
 FY 2017                    FY 2018
  (€ million)
                                                                   >   innogy dividend of €683 million (FY 2017:
      2,066                                  Adj. EBITDA   1,521       €683 million) fully reflected in adj. EBITDA

                           Change in provisions &                  >   Lower changes in provisions & other non-cash
       -639                                                 -586       items mainly due to reduced utilisation of
                            other non-cash items
                                                                       provisions for legacy contracts
       -404                                       Capex     -485
                                                                   >   Higher capex due to increased maintenance at
                                                                       European Power, investment in Dutch biomass
      1,023                      Cash contribution          450        co-firing and higher capex because of accele-
                                                                       rated relocation in the lignite mining area
                                Change in operating         -104
       -283                                                        >   High working capital at year-end mainly driven
                                    working capital
                                                                       by higher gas inventories and accruals expected
                                                             -21       to reverse in 2019.
       -136                    Cash interests/taxes
                                                                       Previous year was negatively affected by phase-
                                                                       out of working capital optimisation measures
         -72                     Minorities & hybrids        -64
                                                                   >   Improvement in cash interests after redemption
                                       Distributable                   and buy back of hybrids in 2017
        533                                                 261
                                    cash flow (DiCF)

RWE AG | Company Presentation | March 2019                                                                            Page 25
Strong decline of net debt due to high inflow of
variation margins

  Development of net debt (RWE stand-alone)

  (€ million)

            4,510                      -261                 922                      -1                   -3,855                  976                     -11                    2,280

        Net debt                 Distributable          Dividend                 Financial               Other                Change in             Change in                 Net debt
      31 Dec 2017                 cash flow             RWE AG                investments/            changes in              provisions           hybrid capital           31 Dec 2018
                                    (DiCF)                                     divestments            net financial           (net debt
                                                                                                         debt1                 relevant)

  1   Includes approx. €4.4 billion from financing effects such as change of variation margins which will revert once the underlying transactions are realised or commodity trends turn around.

RWE AG | Company Presentation | March 2019                                                                                                                                                Page 26
Solid capital structure with high financial flexibility

 RWE stand-alone net debt (as of 31 Dec 2018)1

 (€ bn)

   Financial assets and receivables                                            11.5            >       Net financial asset position
   > Financial receivables against innogy                                       1.7            >       Majority of debt characterised by long-term
   > Financial assets                                                           9.8                    provisions

   Financial liabilities (incl. hybrid adjustments) 2.2                                        >       Financial position commensurate with RWE’s target
   > Bonds and bank debt, CP                         1.2                                               to maintain investment grade ratings
   > Other financial liabilities                     1.1                                       >       Upside potential from rising interest rates
   > Hybrid adjustments                             -0.1                                               (+10 bps change in real discount rates):
                                                                                                       Pension provisions:       c. -€0.1 billion
   Net financial assets (incl. hybrid adjustments) 9.3                                                 Nuclear provisions:       c. -€50 million
                                                                                                       Mining provisions:        c. -€70 million
   Long-term liabilities                                                       11.6
   > Nuclear provisions                                                         5.9            >       Outstanding hybrid capital of €1.1 billion2
   > Mining provisions                                                          2.5            >       Financial holdings (innogy, Amprion, Urenco) not
   > Pension provisions                                                         3.2                    included in net debt
   Total net debt                                                                2.3

  1   Rounding differences may occur. I 2 As of 21 March 2019, after call of GBP 750 million hybrid.

RWE AG | Company Presentation | March 2019                                                                                                                 Page 27
RWE stand-alone – outlook for 2019
(€ million)
                                              Actuals 2018                              2019 forecast

          Lignite & Nuclear                           356                                300 – 400

          European Power                              334                                250 – 350

          Supply & Trading                            183                                 100 – 300

          innogy dividend1                            683                                   700

      Adjusted EBITDA                               1,521                               1,200 – 1,500

       Adj. depreciation                             -568                                                 Slight increase (a.o. IFRS 16)

       Adj. net financial result                     -226                                                 Stable development expected

       Adj. taxes                                      -59                                                Stable development expected

       Adj. minorities & hybrids                         77
                                                                                                          Decline post call of hybrid in March 2019

      Adjusted net income                             591                                300 – 600

      Net debt                                      2,280                      Significantly above 2018

  1innogy dividend based on our agreement with E.ON as part of the transaction.                                Positive     negative impact on earnings.
  Different to dividend proposed by innogy to the innogy Annual General Meeting 2019.

RWE AG | Company Presentation | March 2019                                                                                                           Page 28
Target to pay attractive dividends

 Elements of dividend policy
                                                                                                                €1.50
 > Dividends until 2019 driven by distributable cash flow of                                                    €1.00
   RWE stand-alone

 > Increase in operational dividend 2018 of 40% to €0.701
                                                                                                                                                     €0.802
 > Management target to further increase dividend for                                                                                €0.701
   2019 to €0.80

 > After closing of innogy transaction change in dividend
   policy envisaged (relevant from FY 2020 onwards):                                                            €0.50
   Return to pay-out ratio based on adjusted net income

                                                                                                                 2017                    2018         2019

                                                                                                                Operational dividend            Special dividend

  1   Dividend proposal for RWE AG’s 2018 fiscal year, subject to the passing of a resolution by the 3 May 2019 Annual General Meeting
  2   Management target

RWE AG | Company Presentation | March 2019                                                                                                                         Page 29
Appendix

           Page 30
RWE at a glance

Key facts                                                                                               RWE’s net generation capacity1
 Leading European power generator
 Efficient and flexible power plant portfolio
 Strong global trading business
                                                                                                                                0.3
 Ongoing transformation into a leading
                                                                                                                                       2.7
  renewables player                                                                                                                            2.8

                                                                                                                                          36.6            10.36
                                                                                                                          14.1            GW
                                 €1.5 bn                                 €11.7 bn
                                   adj.                                   market
                                 EBITDA3                                   cap5                                                                  6.5
                                                  167 TWh
      17,154
                                                 generated
    employees2
                                                   power4

                                                                                                                     Nuclear  Lignite    Hard coal Gas
                                                                                                                     Pumped storage, other   Renewables

Note: Figures may not add up due to rounding differences. | 1 Net installed generation capacity excl. innogy as of 1 January 2019. | 2 Converted to full-time positions. Workforce at 2018 year-
end excl. innogy. | 3 2018 EBITDA for RWE stand-alone. | 4 Power generation 2018 excl. innogy. | 5 End of fiscal year 2018. | 6 Including units in security reserve.
RWE AG | Company Presentation | March 2019                                                                                                                                               Page 31
Group structure

                                                                                                    Financial
                                                          Operating business                        portfolio

    Lignite & Nuclear                        European Power                Supply & Trading          innogy

       Lignite mining and                      Power generation             Trading & Principal    Renewables,
       power generation                      (hard coal, gas, hydro       Investments, Supply -       Grid &
       (lignite & nuclear)                        & biomass)                   Gas & LNG,         Infrastructure,
                                                                          Commodity solutions,        Supply
                                                                            Commercial Asset
                                                                           Optimisation (CAO)

RWE AG | Company Presentation | March 2019                                                                          Page 32
RWE’s ESG performance on selected items

Environmental Performance                                                                     Social Performance
In million                                                                 Before coal      > Targets to promote motivation and health of its employees
tonnes                                                                      phase-out
                                                                           recommen-
180                                                                                         > Focus to increase diversity, inclusion and social engagement
                     -32.6%                                                 dations by
                                                                           Commission

160
                                                          Reduction target1:                 Governance Performance
140                                                         55 – 65 million
                                                                                            > Management incentive scheme aligned with focus on
                                                           tonnes vs. 2015
120                                                                                           shareholder return
                                                          (equiv. 40 – 50%)
                                                                                            > Continuous dialogue between Chairman of the Supervisory
100                                                                                           Board and shareholders
    80                                                                                      > Conversion of preferred shares into ordinary shares shall be
                                                                                              proposed to the AGM, 3 May 2019
    60

     0
     2012              2015                  2018                 2030 (…) ... And            Selection of ESG ratings
                                                                           beyond
    > Continuous carbon emissions reduction since 2012                                                             ESG Rating July 2017
                                                                                                                   > Total score: AA
         > More than 30% reduction between 2012 and 2018
                                                                                                                   ESG Rating 2018:
         > 10% reduction in 2018 compared to 2017                                                                  > Total Score: 71 out of 100
    > 2030 CO2 reduction target of 55 – 65 million tonnes                                                          > Rank: 43 out of 194 companies
      versus 2015                                                                                                  >     2018 Climate Change score: pending
                                                                                                                   >     2018 Water score: C

1Referring to RWE stand-alone portfolio, excluding Mátra in Hungary and Denizli in Turkey.
Note: Figures do not include a potential impact on the generation portfolio as a result of recommendations from the Commission on Growth, Structural Change and Employment.
RWE AG | Company Presentation | March 2019                                                                                                                                    Page 33
Lignite & Nuclear – earnings 2018 driven by expected
decline of generation margins and volumes

    Key financials                                                                                 FY 2018 versus FY 2017:
                                                   FY             FY                                     Lower realised generation margins
     € million                                   2018           2017 change                              Closure of Gundremmingen B nuclear unit
                                                                                                         Operating cost improvements
     Adj. EBITDA                                   356            671           -315

     t/o non-recurring items1                           -            -1            +1

     Depreciation                                 -279           -272               -7

     Adj. EBIT                                       77           399           -322               Outlook for FY 2019 adjusted EBITDA:
                                                                                                   between €300 and €400 million
     t/o non-recurring items1                           -            -1            +1
                                                                                                         Slightly higher realised generation margins (hedged
     Capex                                         228            248             -20                    outright price: ~€29/MWh vs. ~€28/MWh in 2018)
                                                                                                         Impact from production restrictions at Hambach lignite
     Cash contribution2                            128            423           -295                     mine (~ -€100 million)
                                                                                                         Outlook does not include any impact from measures
                                                                                                         proposed by the German ‘Growth, Structural Change and
                                                                                                         Employment’ commission

1   Non-recurring items not included in non-operating result.
2   Cash contribution = adj. EBITDA minus capex with effect on cash; before changes in provisions; excl. investments from assets held for sale.
RWE AG | Company Presentation | March 2019                                                                                                                     Page 34
European Power – operational performance suffers from
suspension of UK capacity market

    Key financials
                                                  FY            FY                              FY 2018 versus FY 2017:
     € million                                  2018          2017 change
                                                                                                      Lower realised generation margins
     UK                                           102           205           -103                    Absence of positive one-offs (e.g. land sales)
     Continental Europe                           228           253             -25                   Higher earnings contribution from UK capacity market4
                                                                                                      Operating cost improvements
     Adj. EBITDA1                                 334           463           -129

     t/o non-recurring items2                         -           80            -80

     Depreciation                               -297           -308            +11              Outlook for FY 2019 adjusted EBITDA:
                                                                                                between €250 and €350 million
     Adj. EBIT                                     37           155           -118
                                                                                                      No income from UK capacity market assumed as long as
     t/o non-recurring items2                         -
                                                                  80            -80                   legal situation is unclear4

     Capex                                        245           147            +98

     Cash contribution3                            89           316           -227

1   Total adj. EBITDA includes further income from other subsidiaries.
2   Non-recurring items not included in non-operating result.
3   Cash contribution = adj. EBITDA minus capex with effect on cash; before changes in provisions.
4   Under the UK capacity market regime RWE had secured capacity payments of c. €100 million for fiscal year 2018 and c. €180 million for fiscal year 2019. The payments have been
    suspended after the decision of the European Court of Justice from November 2018. For 2018, RWE has received capacity payments of c. €50 million for Q1-Q3 2018.
RWE AG | Company Presentation | March 2019                                                                                                                                           Page 35
Supply & Trading – Slightly below average earnings level

    Key financials                                                                              FY 2018 versus FY 2017:
                                                   FY             FY                                 Good performance of gas and LNG business; earnings
     € million                                   2018           2017 change                          contribution in the order of high previous year’s result
                                                                                                     Trading result below last year‘s level
     Adj. EBITDA                                   183           271             -88                 Value adjustment within Principal Investment portfolio in Q2

     t/o non-recurring items1                          -              -              -

     Depreciation                                    -6             -6               -

     Adj. EBIT                                     177           265             -88

     t/o non-recurring items1                          -              -              -          Outlook for FY 2019 adjusted EBITDA:
                                                                                                between €100 and €300 million
     Capex                                          13               7            +6             > Expected longer-term average earnings contribution of
                                                                                                   approx. €200 million
     Cash contribution2                            170           264             -94

1   Non-recurring items not included in non-operating result.
2   Cash contribution = adj. EBITDA minus capex with effect on cash; before changes in provisions.

RWE AG | Company Presentation | March 2019                                                                                                                      Page 36
Power prices and commodities

        Base load power prices – Germany, NL (1 year forward)                                            Base load power prices – UK (1 year forward)
                                                                                                         €/MWh
     80 €/MWh                                                                                   100

                                                                                       NL                                                               UK
     60                                                                                             80

     40                                                                                             60
                                                                               Germany

     20                                                                                             40

       0                                                                                            20
       Mrz'17                                   Mrz'18                                 Mrz'19        Mrz'17                           Mrz'18            Mrz'19

            Coal prices – API2 Cal-ahead                                Gas prices – TTF Cal-ahead                             Carbon prices - EU ETS
             $/t                                                        €/MWh                                                   €/t
     110                                                           28                                                     27
                                                                   26
     100                                                                                                                  22
                                                                   24
       90
                                                                   22                                                     17
       80                                                          20
                                                                   18                                                     12
       70
                                                                   16
       60                                                                                                                  7
                                                                   14
       50                                                          12                                                      2
          Mrz'17                      Mrz'18             Mrz'19      Mrz'17                 Mrz'18               Mrz'19    Mrz'17              Mrz'18   Mrz'19
                                               Source: Bloomberg; prices through to 4 March 2019.
RWE AG | Company Presentation | March 2019                                                                                                                   Page 37
Clean Dark (CDS) and Spark Spreads (CSS) –
2018 - 2020 forwards for Germany, UK and NL1

    Germany                                                         UK2                                                   Netherlands

              Cal18      Cal19               Cal20                     Cal18 Cal19                Cal20                        Cal18      Cal19        Cal20
    €/MWh                                                                                                                                                           €/MWh

    15                                                                                                                                                                      15

                                             Ø10.61                                                                                                                         10
    10                                                                                                                                    Ø8.69
                                                                                                                                 Ø7.67

                         Ø6.37                                                                                                                               Ø6.95
                                                                       Ø5.07
             Ø4.68                                                                                                                                                          5
      5
                         Ø4.99               Ø4.84                    Ø4.73
                                                                               Ø4.18
             Ø4.16                                                                                    Ø3.10
                                                                               Ø3.92
                                                                                                                                          Ø1.07                Ø2.32
      0                                                                                                                                                                     0
                                                                                                      Ø-0.13                    Ø-0.18

     -5                                                                                                                                                                     -5
                   CDS Cal 20 base load                                    CDS Cal 20 base load                                       CDS Cal 20 base load
                   (assumed thermal efficiency: 40%)                       (assumed thermal efficiency: 40%)                          (assumed thermal efficiency: 40%)
                   CSS Cal 20 peak load                                    CSS Cal 20 base load                                       CSS Cal 20 base load
                   (assumed thermal efficiency: 50%)                       (assumed thermal efficiency: 50%)                          (assumed thermal efficiency: 50%)

  1 Settlement   one year ahead (Cal+1) | 2 Including UK carbon tax | Source: RWE Supply & Trading, prices through to 4 March 2020.

RWE AG | Company Presentation | March 2019                                                                                                                                      Page 38
Your contacts @RWE Investor Relations

            Important Links                                                                            Financial Calendar

                  Annual and Interim Reports & Statements                                                 3 May 2019
                  http://www.rwe.com/ir/reports                                                           Annual General Meeting
                  Investor and Analyst Conferences                                                        15 May 2019
                  http://www.rwe.com/ir/investor-and-analyst-conferences                                  Interim statement on the first quarter of 2019
                  IR presentations & further factbooks                                                    14 August 2019
                  http://www.rwe.com/ir/presentations                                                     Interim report on the first half of 2019
                  IR videos                                                                               14 November 2019
                  http://www.rwe.com/ir/videos                                                            Interim statement on the first three quarters of 2019
                  Consensus of analysts’ estimates                                                        12 March 2020
                  http://www.rwe.com/ir/consensus-estimates                                               Annual report 2019

            Contacts for Institutional Investors & Financial Analysts                                  Contact for Private Shareholders

                                Gunhild Grieve                             Lenka Zikmundova                           Sabine Gathmann
                                Head of Investor Relations                 Tel.: +49 201 5179-3116                    Tel.: +49 201 5179-3115
                                Tel. +49 201 5179-3110                     lenka.zikmundova@rwe.com                   sabine.gathmann@rwe.com
                                gunhild.grieve@rwe.com

                                Martin Vahlbrock                           Jérôme Hördemann
                                Tel.: +49 201 5179-3117                    Tel.: +49 201 5179-3119
                                martin.vahlbrock@rwe.com                   jerome.hoerdemann@rwe.com

                                Dr. Burkhard Pahnke                        Susanne Lange
                                Tel.: +49 201 5179-3118                    Tel.: +49 201 5179-3120
                                burkhard.pahnke@rwe.com                    susanne.lange@rwe.com

RWE AG | Company Presentation | March 2019                                                                                                                 Page 39
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