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Edited Transcript of EONGn.DE earnings conference call or presentation 7-Aug-19 9:30am GMT

Q2 2019 E.ON SE Earnings Call

ESSEN Aug 14, 2019 (Thomson StreetEvents) -- Edited Transcript of E.ON SE earnings conference call or presentation Wednesday, August 7, 2019 at 9:30:00am GMT

TEXT version of Transcript

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Corporate Participants

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* Marc Spieker

E.ON SE - CFO & Member of Management Board

* Stephan Schönefuß

E.ON SE - Interim Head of IR

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Conference Call Participants

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* Ahmed Farman

Jefferies LLC, Research Division - Equity Analyst

* Alberto Gandolfi

Goldman Sachs Group Inc., Research Division - Head of European Utilities Research

* Christopher Robert Laybutt

JP Morgan Chase & Co, Research Division - Research Analyst

* Deepa Venkateswaran

Sanford C. Bernstein & Co., LLC., Research Division - Senior Analyst

* Lueder Schumacher

Societe Generale Cross Asset Research - Equity Analyst

* Martin Tessier

MainFirst Bank AG, Research Division - Research Associate

* Martin Samuel Brough

Macquarie Research - Analyst

* Peter Andrew Bisztyga

BofA Merrill Lynch, Research Division - Head of Pan-European Utilities and Renewables and Director

* Samuel James Hugo Arie

UBS Investment Bank, Research Division - MD and Research Analyst

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Presentation

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Operator [1]

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Ladies and gentlemen, welcome to the conference call of E.ON SE regarding the presentation of the half year 2019 results. At our customer's request, this conference will be recorded. (Operator Instructions)

May I now hand you over to Dr. Stephan Schönefuß, who will lead you through this conference. Please go ahead.

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Stephan Schönefuß, E.ON SE - Interim Head of IR [2]

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Thank you, operator. Dear analysts and investors, I wish you a very good morning and a warm welcome to E.ON's First Half 2019 Results Call.

My name is Stephan Schönefuß, and I'm sitting here with E.ON's CFO Marc Spieker, who will present to you our results followed by the usual Q&A session.

Marc, the floor is yours.

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Marc Spieker, E.ON SE - CFO & Member of Management Board [3]

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Thank you, Stephan. Good morning, dear analysts and investors and welcome to our first half year 2019 results call.

We're looking back on another quarter with a solid operational and financial performance. Compared to an exceptionally high base last year, EBIT is down 12% and adjusted net income decreased by 16%. The decline at this stage of the year has been expected by us. Earnings in 2018 were frontloaded towards the first half, especially in the Customer Solutions segment.

Economic net debt is up EUR 3.6 billion compared to year-end 2018 as a result of the adoption of IFRS 16 and lower pension discount rates.

With the first half of 2019 now behind us, we continue to be fully on track to achieve our full year guidance, which is set at the EBIT level within a range of EUR 2.9 billion to EUR 3.1 billion and at adjusted net income level in a range of EUR 1.4 billion to EUR 1.6 billion.

The preparation of the innogy takeover is approaching the end of the final inning. We expect closing in September.

Before we dive into a more differentiated transaction update and the detailed financials for the first half year, I would like to touch upon key operational developments in both our Networks and Customer Solutions division.

Let us start with the Networks business and focus on Germany and Sweden in particular.

In both countries, allowed returns have come down or are announced to come down significantly for the next regulatory periods.

In Germany, the nominal return on equity decreased from 9.05% to 6.91%, and is effective already since the start of this year.

In Sweden, the allowed real weighted average cost of capital is supposed to decrease from 5.85% to a level of 2.16% starting next year.

Lower allowed returns are to a large extent an adequate and hence, rational reflection of the current low interest rate environment. E.ON is over time also increasingly benefiting from lower interest rates through lower corporate financing costs.

Furthermore, we would like to emphasize that regulatory returns do not equal achieved returns as the regulatory models allow for outperformance such as operational cost outperformance through efficiency improvements or outperformance in procurement costs.

Of course, there are limits as to how low regulatory returns should go. It is in the public's interest to have continuous investments in network infrastructure to ensure not only uninterrupted power supply, but above all, to allow for the transition to low carbon or even carbon-free energy systems to unfold.

So the regulatory model has to incentivize long-term investments and set adequate returns for this.

Against this background, the adequacy of some of the recently applied regulatory parameters must be challenged. One example is the risk-free rate of the Swedish WACC formula. It moved from 4% to 0.9% and is now a mathematical reflection of the historic and forward-looking 4 years average rates.

I question whether this rate window of 8 years is adequate when we are looking at an investment horizon of 40 to 60 years.

Similarly, I question the determination of the market risk premium in the German return on equity calculation, which moved down by 65 basis points in line with the lower risk-free rates.

Research suggests the contrary, that there is a negative correlation between the two. The return on equity calculation for the third regulatory period had been challenged in court by us and the industry. The higher court overruled the positive first instance decision and side ultimately with the regulator.

As a consequence of these 2 unfavorable developments, E.ON will further intensify the constant and constructive dialogue with politicians and regulators to ensure an adequate return environment in the markets where we operate.

Our size and our efficiency make us a credible and sustainable counterpart for this kind of discussion.

Please also bear in mind that E.ON has been prepared to challenge the regulator in court, if necessary, and we will continue to revert to this option as a measure of last resort.

With this, I'm coming to our Customer Solutions business. Excluding the U.K., we can confirm that the positive developments in the energy sales business remain intact also throughout the second quarter of 2019.

For the first half, we now count more than 100,000 additional customers in Germany despite the fact that we started to raise prices during the second quarter.

Our performance in Italy where we are rather in a challenger position is also promising with an additional 30,000 customers gained in the first half year alone.

The situation in the U.K. however, remains tough. We have seen massively increased customer churn due to the semi-annual adjustment of the SVT price cap and its disconnect to current market prices.

We managed to stop the customer losses in July, which is partly attributable to our new 100% renewables energy offering.

With this innovative move, we are the first of the big 6 suppliers to make such an offering for the entire portfolio.

Financially, we continued to regard 2019 as the trough year. The peer target for our U.K. management team remains to become free cash flow positive by 2021 again. This includes smart meter investments of about GBP 100 million per year.

We keep repeating it. Performance matters. Relentless customer focus and process excellence matter and are the crucial success vectors in a very competitive market environment like the energy sales business.

Our wide-ranging performance programs in Germany and U.K. are fully on track. They're especially targeted at massively reducing internal complexity and costs via the extensive digitization of our processes and therefore securing sustainable profitability. It is about reinventing the business and implementing new innovative product offerings like 100% renewables offering in the U.K.

Regarding Npower, we are preparing ourselves for day one quite intensively. We will inform the market shortly after antitrust clearance about what our exact strategy regarding Npower will be.

Let me reiterate here that we will not accept any option creating sustainable free cash flow drain for the group from the U.K.

Moving on to PreussenElektra, we would like to update you that we have recently secured 10 terawatt-hours of production rights from Vattenfall for our 3 remaining operating nuclear power plants. Thus, we managed to ensure the continuous operation of our remaining plants throughout 2019 and beyond. As you know, we have been in court negotiations with Vattenfall over the transfer of and compensation for remaining production rights in the nuclear power plant Krümmel, which we co-own with Vattenfall.

To speed up the process of transfer, we have agreed with Vattenfall on a preliminary price of EUR 27.8 per megawatt hour for each production right. From an accounting point of view and due to our participation and therefore, consolidation of Krümmel, we will economically only be affected by half of this cost. Purchase production rights will be capitalized and the corresponding depreciation charge will be based on consumption of the rights.

Please note: The agreed price is only preliminary. The debate on the final settlement terms continues in court.

Our position is that the large part can be taken out by us for free. Even in the (inaudible) case of a final negative court verdict, there would then be a good chance for us to get government compensation for the remaining unsold volumes in Krümmel, that would then be shared between Vattenfall and E.ON equally. We also advise that it has been agreed with Vattenfall that more volumes can be transferred under the same conditions in the future so that the operation of our nuclear power plants is secured until the expected shutoff dates.

Next, I would like to share the latest developments on the transaction with you. As you may have heard, we have offered a set of remedies to the EU Commission in order to address its remaining competition concerns and thus speed up the transaction process. Although any remedy hurts, we deem it a very sensible proposal. In the Czech Republic, we have offered to divest innogy’s retail business with an estimated EBIT impact of a low triple-digit million amount. In Germany, we offered the divestment of certain electricity accounts, primarily pure electric heating customers as well as to withdraw from operating certain ultrafast charging stations. Both remedies together will have an EBIT impact of low- to mid-double-digit million.

The divestment of E.ON's Hungarian commercial electricity retail business is, from a financial point of view, rather small with an EBIT impact of low single-digit million. We have already been approached by a range of interested buyers for these attractive assets; however, we will only start the divestment processes after closing.

Meanwhile, the preparation of the innogy integration is ongoing with the first phase of the senior management selection process already completed and the second phase to be finalized at closing date. The net synergy target of EUR 600 million to EUR 800 million remains unchanged.

As we are now approaching closing, please be aware that for legal reasons, we will not be able to update or comment on any pro forma figures for the combined entity. We therefore refrain from mentioning any pro forma P&L or balance sheet KPIs in our presentation.

Regarding the implementation steps of the transaction, we expect closing 1 to take place in September. It should happen within 1 or 2 weeks from the day of the antitrust approval by the EU Commission.

Closing 1 will include the transfer of innogy shares from RWE to E.ON, the capital increase at E.ON and the closing of the public takeover offer. Additionally, there will be a cash transfer from RWE to E.ON in the amount of EUR 1.5 billion. Please bear in mind that closing 1 will immediately trigger a change in the accounting treatment of E.ON and innogy transfer assets.

We will walk you through an illustration on the following slide. Closing 2 will be a 2-step process with the transfer of E.ON renewables assets and nuclear minority participation to happen first. Innogy's renewables assets, the participation in Kelag as well as the gas storage assets will be transferred in the second step.

Moving to the next chart. Closing 1 will bring about some important changes not only but also in our reporting. This is why we want to educate you early on. On this chart, we provide you with a schematic illustration of envisaged technical adjustments in E.ON's full year EBIT and adjusted net income guidance for 2019 after closing. First of all, with closing 1, we will have to incorporate the additional depreciation charges from the purchase price allocation. These will be proportionally included for the remainder of the year 2019 into our EBIT guidance. The E.ON renewables and transfer assets from PreussenElektra will economically leave the group at the point in time of closing.

The EBIT contribution will no longer be accounted for. Innogy's EBIT for the remainder of the year will become part of E.ON's full year guidance; however, innogy's EBIT contribution will exclude any contribution from the Renewables business, the Kelag participation and the gas storage assets.

Please also note that when including innogy's earnings, differing reporting practices between innogy and E.ON have to be aligned so there might be some additional technical adjustments.

Please also be reminded that depending on the timing of the closing, P&L figures at the first combined reporting occasion may only include some weeks or even days of innogy's results while the balance sheet follows the reporting day principle and will therefore represent the full combined figures.

Let me now focus on the financial performance in the first half of 2019 and move to the next chart. EBIT in the first half of 2019 came in at EUR 1.7 billion, which is a decline of roughly 12% compared to the very high base in the same period last year. Like in Q1, key driver of the decline in the first half year was the EBIT in Customer Solutions, which was down by almost EUR 240 million compared to the same period last year.

In 2018, earnings in Customer Solutions in Germany and U.K. were more frontloaded than usually. Thus, we clearly expected a more back-end loaded distribution of quarterly results in 2019.

Most of the decline in our Customer Solutions segment comes from the U.K. EBIT there dropped by more than EUR 130 million compared to the same period last year, mainly as a result of the introduction of the SVT price cap. Despite the very challenging market development, our U.K. team remains fully on track to deliver a positive EBIT in 2019 as we guided for at the start of the year. EBIT in Customer Solutions Germany declined by roughly EUR 60 million year-on-year, mainly due to higher network charges since the beginning of the year.

In Q2, we have already seen first positive effects of the price increases, which were implemented effective as of April. Further price increases were implemented effective as of July.

All in all, our business was very successful in ensuring that the price increases had only negligible impact on customer churn so far. For that reason, we are fully confident to recover the negative impact from the first quarter during the remainder of the year in order to deliver a 2019 EBIT in our German sales business on comparable level to 2018.

Earnings in Customer Solutions Other are down by more than EUR 40 million in the first 2 quarters of the year. The decrease results from slightly lower EBIT contributions in most of the other regions. Earnings are below prior year, mostly due to technical and temporary effects that will largely reverse in the remaining quarters.

Earnings in Energy Networks are down by just 3% compared to the first half 2018. And our German network operations remain on track for a slightly higher EBIT year-on-year.

In the first half of 2019, the positive effects from a higher regulated asset base and the excellent efficiency scores could only partly compensate for the lower return on equity in the new regulatory period and the non-reoccurrence of the prior year's one-off effect.

In Sweden, we continued to benefit from already implemented tariff increases, overcompensating for the weak Swedish krona and the divestment of our gas network, which took place in Q2 2018.

Furthermore, higher allowed revenues in Slovakia on the back of high investment levels could not compensate for the lower allowed returns in Romania and the lower contribution of our joint venture Enerjisa Enerji. But also here, we expect that during the second half of this year, this trend will reverse and we will be on par with prior year.

EBIT in Renewables is up 17% in the first half of 2019. Positive contributions from our offshore wind farms Rampion and Arkona and additions in onshore were partly compensated by the end of support schemes in onshore U.S. and Italy as well as a decrease in market prices.

Earnings of our Non-Core Business increased by more than EUR 20 million year-over-year; in PreussenElektra, higher depreciation charges, the non-reoccurrence of positive one-off effects in 2018 as well as volume effects due to plant outages, overcompensated higher achieved prices.

Contrary, the result of our Turkish generation business increased by more than EUR 80 million on the back of operational improvements, mainly caused by higher hydro volumes and U.S. dollar-denominated hydro feed-in-tariffs.

Let us have a look what it all means for our bottom line. Our adjusted net income came in at EUR 885 million for the first half of 2019, down 16% over previous year. The financial line is roughly unchanged compared to previous year. Improvements in financial expenses resulting from maturing of [cycle] bond debt instruments in 2018 are compensated by higher financial charges as a result of the first time application of IFRS 16.

Let me now turn to the development of our economic net debt. Economic net debt increased by EUR 3.6 billion over the end of 2018, a further increase of EUR 1.3 billion over Q1 2019. This is mainly due to a seasonally low cash conversion of 45% in the first half that is largely a result of a seasonal high working capital. We expect these seasonal effects to be offset during the remainder of the year and continue to see a cash conversion rate of over 80% for the full year in line with our guidance. Furthermore, pension provisions increased by roughly EUR 700 million over year-end 2018.

European interest rates have seen new record lows in the second quarter. As a consequence, we had to lower our discount rates for pension provisions significantly, 70 basis points in Germany and 60 basis points in the U.K., that is a further decrease of 40 basis points and 20 basis points, respectively, compared to Q1. The lower discount rates led to a more than EUR 1.8 billion increase in the pension obligation in just 6 months. Plan assets were able to partly compensate this effect and appreciate it by EUR 0.9 billion. Other effects including funding and FX effects made up for the remainder positive of EUR 0.2 billion. Be reminded that the quarterly revaluation of our pension obligations is a pure technical accounting effect that does not have any impact on the cash-out profile of our pension liabilities.

Another major effect resulting in the economic net debt headline increase is the first time implementation of the new accounting standard IFRS 16, which has been well reflect already. The effect of the reclassification of leases increases economic net debt by roughly EUR 800 million compared to year-end 2018. Roughly EUR 300 million of this increase relates to our renewables operations, which will be transferred to RWE. From a ratings perspective, the increase in economic net debt as a result of IFRS 16 has no impact on our rating metrics and on our debt-bearing capacity.

All in all, the headline economic net debt figure on the first look has increased quite a bit versus year-end and also versus Q1. However, I can reassure you that our debt level is in line with our strong BBB rating target not only for E.ON as it is today, but also for the combined future E.ON.

Following the solid first two quarters, we are fully on track to achieve our full year guidance. With an unchanged operational outlook for the remaining 6 months, I confirm the guidance for 2019 of an EBIT between EUR 2.9 billion and EUR 3.1 billion and an adjusted net income of between EUR 1.4 billion and EUR 1.6 billion.

Let me now guide you through the outlook for the remainder of the year in a bit more detail. Starting with Energy Networks, we continue to expect full year EBIT to be slightly above prior year with [a well-known] effects being slightly back-end loaded.

In our German network operations, the positive effects from a higher regulated asset base as well as from the excellent efficiency scores will more than overcompensate for the lower return on equity for the new regulatory period.

Again, you're reminded that in the first half of 2018, we had a positive one-off in the German networks business, whereas for 2019, we are not expecting any material one-off effect in our German networks business.

In Sweden, we will continue to benefit from already implemented power tariff increases. Higher allowed revenues in Czech Republic and Slovakia on the back of high investment levels are expected to overcompensate in the second half, the lower allowed returns in Romania.

In Customer Solutions, the full year EBIT development is mainly impacted by the SVT price cap in the U.K. The impact of the cap will be less pronounced in the second half as we have adjusted our hedging policy according to the [whole set prior] observation period of the cap while we suffer from the timing mismatch in H1. The mid-double-digit million EBIT contribution from the U.K. for the full year is therefore well in range.

In Germany sales, we will see further positive effects from the price increases that we have successfully implemented in April and July with full year EBIT expected to reach prior year's level.

Earnings in Renewables should continue to benefit from new capacity while the expiration of attractive support schemes or power purchase agreements will negatively impact results, compared to prior year, this means that for the second half of this year, we do not expect any material momentum from the Renewables business.

The Non-Core segment including our German nuclear operations and our Turkish generation is expected to generate full year earnings on prior year's level. In PreussenElektra, higher achieved power prices will not be able to compensate for the additional costs from the purchase of production rights as well as the increase in the annual depreciation charges following the low interest rate environment. The exceptionally high earnings contribution from Generation Turkey in the first half is expected to flatten out in the second half of the year.

To sum up, despite the year-on-year lower first half results, we remain on track to achieve our full year guidance. Today, we also confirm our dividend proposal of EUR 0.46 per share for 2019.

Now I would like to thank you very much for your attention and hand over to Stefan for the Q&A.

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Stephan Schönefuß, E.ON SE - Interim Head of IR [4]

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Thank you, Marc. Operator, please start the Q&A session and please remind all participants to follow the 2-questions-only rule.

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Questions and Answers

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Operator [1]

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(Operator Instructions) And we've received a first question, it is from Alberto Gandolfi of Goldman Sachs.

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Alberto Gandolfi, Goldman Sachs Group Inc., Research Division - Head of European Utilities Research [2]

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I stick to the 2-rule. The first one is on debt and leverage. Could you please provide a guidance for year-end, economic net debt or failing that, can you maybe help us understand the components? Is there going to be a working capital swing in the second half of the year? What would be the mark-to-market today of the bond, which has come down further after the closure of the second quarter? Are we going to see the debt hovering above a EUR 20 billion level for E.ON at year-end? And you would still be comfortable with leverage at that level? Strong BBB in your own words.

The second question is on Slide 8. It's a 2-part but it's really one question. I'm trying to understand better what the technical adjustments are. I guess the question is am I reading this right, the technical adjustments is a positive? Or it could be neutral effect? It seems a positive effect. And it seems to be like 40% of the PPA blue bar. So in that bar, I understand you're not going to comment on PPA at this stage but could you at least tell us if you have estimated that PPA over 10 years, 15 years, 20 years, depreciable life? That will be very helpful.

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Marc Spieker, E.ON SE - CFO & Member of Management Board [3]

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Alberto, thank you for your questions. Let me start with the leverage outlook. I can confirm that we are fully confident to stay in our rating target, which is the strong BBB. Pre and post closing of the transaction. With regard to outlook for the remainder of the year, I can only give you an outlook for E.ON as a standalone group. As I mentioned, I can't give any pro forma guidance for the group as we are only a few weeks ahead of closing. We also said that we intend to issue some green bonds in the near future. So there are some capital market transactions that take this into account. For E.ON stand-alone, we expect from today's point of view that our economic net debt will be flattish compared to where we stand at the H1 level that includes -- that we will by year-end execute the transfer of Nord Stream 1 into our CTA. What we do not do is not a daily mark-to-market of our pension provisions.

With regards for sensitivities in our annual report, which essentially is an 8% change in the pension obligation for every 50 basis points change. That is depending on the absolute level of rates for complexity reasons. This is not a linear relationship, but if you look at the change of rates during the first half and compare that to the sensitivities which we provided, it actually is a quite close fit. And so you can rely on that for your own calculations if you want to make them.

That much to the economic net debt, the IFRS technical adjustments, maybe -- first to comment, I know it's always tempting with such a graph to kind of put up a ruler and measure the millimeters. And to then deduct -- or quantify from that effect. Please be cautious with that, this is an illustration. However, what I can say is that clearly, the technical adjustments I expect to be of minor measure. To be clear, they can be of both directions and we are aware of effects already, which go both directions, but then the net impact will be -- we will not now guide upfront, but it's simply different interpretations of IFRS standards and when it comes to discount rates for pensions, for example, and so on and so forth.

For the PPA, bear in mind that this is a process, which we will only be able to finalize once we have access to innogy's books at this stage, it's actually an independent auditor who takes a privileged and confidential view on innogy data to which E.ON does not have access at all. And so I do not and cannot also now give you a guidance for the asset lifetimes, which will be a mix from very short-lived assets, rather in the Customers Solutions side to the more longer-lived assets on the Networks side. But I think that is common wisdom. You need to understand that I can't guide you more specifically.

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Operator [4]

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The next question is from Deepa Venkateswaran of Bernstein.

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Deepa Venkateswaran, Sanford C. Bernstein & Co., LLC., Research Division - Senior Analyst [5]

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I had 2 questions, too. One is Sweden. Can you elaborate what is the exact legal recourse that you have? My understanding is that right now, there isn't really any appeal rights and that also -- is a challenge that the EU Commission has picked up with the Swedish government. So maybe if you could talk about what are the legal options open to you, should you challenge it? Which I presume you will if there is an option.

And secondly, in terms of the impact of the remedies, I think you've given several high-level numbers. I think my calculation interpreting your various triple-digit and double-digit numbers is around EUR 190 million to EUR 200 million. Could you comment on whether that sounds about all right? And I guess you've reconfirmed your net synergy number, so there isn't therefore any direct impact of the divestments on the synergy?

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Marc Spieker, E.ON SE - CFO & Member of Management Board [6]

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Yes, let me start with the last question, Deepa. So synergy targets, EUR 600 million to EUR 800 million is confirmed and is confirmed knowing the impact from the remedies. So full confirmation, no adjustment due to remedies.

Second, impact of the remedies. I made it as precise as we at the situation can be. Try to boil it down to a EUR 10 million range. I'm sorry, as transparent and open as we try to be all the time, I cannot now be more explicit as what we have said and that means a range of EUR 100 million to EUR 200 million and it's -- and with our first closing -- with our first reporting after closing, we can be more specific. For the time, you need to live with that range.

In Sweden, formally, we have not received our tariff notification for next year. This is why I now publicly do not want to speculate around what measures we will take. Formally, we first await the notification, materially to be clear, we do not expect now any surprise from that as there is no discrimination in terms of the key parameters between the operators. But what I can confirm is that I see our Swedish team in very good and constructive dialogue with regulators and politicians. And so we are optimistic that Sweden for us will remain an attractive market where we would want to deploy capital. But it is a dialogue, which leads to results, to tangible results before we can commit to the necessary CapEx in Sweden going forward, which we see the country needs in order to deliver on its energy transition targets. That is all what I would say on Sweden at this stage.

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Operator [7]

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Then we'll go to the next question. It is from Lueder Schumacher of SocGen.

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Lueder Schumacher, Societe Generale Cross Asset Research - Equity Analyst [8]

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Two questions from my side. The first one is going back to the first question Alberto raised on the full year net debt guidance for E.ON stand-alone. If I understood you right, you said you expected it to be flat on H1. I'm not quite sure if that included or excluded moving Nord Stream 1 into the CTA at the end of the year. I didn't quite catch this. And the related question to that is that why should it be just flat if you expect quite considerable catch-up in the cash conversions for the full year compared to what you have seen at the half year stage? That's the first question.

The second one is on, well, on your guidance. We -- you confirmed the full year guidance but then again, it doesn't really exist anymore. Apart from some shaded areas. Now the accounting uncertainty, yes, I get that, but can you confirm that the dividend, the EUR 0.46 are excluded from the shaded areas and the uncertainties? So this will still be the case whatever the numbers we look at for the full year?

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Marc Spieker, E.ON SE - CFO & Member of Management Board [9]

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Lueder, I will work my way from your last question to the first. The EUR 0.46 per share are a fixed commitment regardless of any developments in the earnings but be also assured that -- and this is why we also this time made a very detailed breakdown by segment and so on and that you do see our operational segments working according to our expectation and continued to deliver operationally very strong. So that is just a sign of confidence and comfort that we want to send to the capital markets with regard to our operations, this would be the Networks and the Customer Solutions business, which are to stay part of the portfolio.

Talking about the portfolio and then moving on to the economic net debt question. First of all, Nord Stream 1 was included in my guidance. And I said flattish. So what's the full impact of the entrance of Nord Stream 1? There's good chances that will actually go slightly down. Yet there are moving parts as always and this is why I refrain off from anything else than flattish. You asked then why isn't it better. I think that refers to the composition of our portfolio and the specific situation we are in now. With Renewables and Energy Networks, we have 2 very CapEx intensive growth businesses and due to the transaction that we moved RWE, we also stayed away from capital rotation in our Renewables business, which we always said is part of the equation. And this is why, in the second half, we will see the full rebounds in terms of operational cash flow. Conversion, more than 80% that we guided for, but on the other side, we will also see strong CapEx numbers in both segments, Energy Networks and Renewables. And that means that our free cash flow during the second half will not be materially positive.

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Operator [10]

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The next question is from Peter Bisztyga of Bank of America Merrill Lynch.

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Peter Andrew Bisztyga, BofA Merrill Lynch, Research Division - Head of Pan-European Utilities and Renewables and Director [11]

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So two questions from me as well. First one, just on your illustrative schematic on Slide 8. It looks like from your shaded bars, the net income is going to be up more than the EBIT as a result of this transaction. Is that deliberate? Or is that just inaccurate PowerPointing? And also, would you -- as an addendum to that question, would you expect EPS of the -- the increase in the share count to also be higher under your -- under these technical adjustments?

And then my second question was simply whether you've had any recent conversations with rating agencies that have given you comfort that they will continue to ignore the significant increases in your pension provisions?

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Marc Spieker, E.ON SE - CFO & Member of Management Board [12]

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Peter, starting with the economic net debt chart, we deliberately included here a dotted line between EBIT and net income, which -- so mean that the scale are not comparable and this is why you should not conclude not without in messaging in terms of it there are systematic differences in EBIT versus net income development. And also on the adjusted net income line, the shades can be -- mean, it can be higher, it can be lower. It is just at this stage, an update to say that these changes will come and that we will update you with the first combined reporting after closing on those.

With regard to rating agencies. Rating agencies understand the nature of pension provisions and what discounting does to that, and this is why these movements in pensions provisions do not mean now 1:1 that suddenly you get the kind of the same change in view that you would get if your financial liabilities changed in that way. First comment.

Second comment, regardless of that, we see ourselves from the relevant metrics in a place where I can again confirm that we feel comfortable and to stay in our rating target, which for E.ON stand-alone is the strong BBB rating. And I also said in previous calls that you should regard this capital structure target as a floor. I don't see potential going forward that we'll lower this, and you should take this into account when I say that I continue to be comfortable about our rating target also post closing.

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Operator [13]

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The next question is from Chris Laybutt of JPMorgan.

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Christopher Robert Laybutt, JP Morgan Chase & Co, Research Division - Research Analyst [14]

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Two for me. Just first of all, in terms of the Swedish decision, I know that there are still final details to be thrashed out, but could you give us an expectation maybe of as things currently stand, what the financial impact might be next year for our modeling?

And then also in your pension liabilities in the U.K., perhaps just an idea of when your next triennial reviews are on or occurring -- sorry, and what your expectations might be for deficit repair given where bond yields currently are.

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Marc Spieker, E.ON SE - CFO & Member of Management Board [15]

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Could you repeat the second question, Chris, I didn't fully get it?

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Christopher Robert Laybutt, JP Morgan Chase & Co, Research Division - Research Analyst [16]

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Just in terms of your U.K. pension deficits, when your next triennial review is with the trustees of the pension fund and when you were or what you might be expecting in terms of any potential deficit repair? I guess it's a key issue for U.K. companies given the actuarial reviews occur every 3 years and that's -- I'm just wondering when the next trigger might be for that and what your expectations are.

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Marc Spieker, E.ON SE - CFO & Member of Management Board [17]

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So I think it wouldn't be wise now to debate my expectations in that respect publicly but what I can tell you is that if you look at the funding status for U.K. pensions, that is approaching 100%, why I do not see us in a specific situation of pressure. And then we will run the negotiations with the trustees as usual, and we'll then inform the market of what any outcome but you should not expect now any dramatic or meaningful for all group accounts from these discussions.

On Sweden, if we take now the 2.16% real WACC as the preliminary outcome, then based on -- when we guided for sensitivity, for every 100 basis points, roughly EUR 50 million -- yes, EUR 40 million to EUR 50 million. That means that for the drop in the real WACC, which we see, we see roughly a decrease in total of 100 and -- if and apply the math now -- somewhere between EUR 160 million and EUR 200 million for the allowed return. What you should keep in mind is that we also have the topic of carryover in Sweden where if you look at the price increases which we have carried out during last year and this year, you should assume that of course we keep those price increases also, to de-risk the topic of carryover. And -- but we are all -- we are still in discussions with the Swedish regulators and politicians and the outcome of those discussions will then have an impact on the phasing and kind of in the tariff adjustment curve, which we will take during the next regulatory period. So that I cannot give you now -- I can't give you kind of the effect for the change in the allowed return. And then there is some uncertainty around debt depending on the outcome of the carryover discussion and what that then means for the phasing of the tariff adjustment and for the next 4-year period.

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Christopher Robert Laybutt, JP Morgan Chase & Co, Research Division - Research Analyst [18]

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Yes. Okay. And so in terms of that...

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Marc Spieker, E.ON SE - CFO & Member of Management Board [19]

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I cannot give you -- and it is ongoing discussions and I don't want to now comment on those while we haven't come to a tangible conclusion.

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Operator [20]

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The next question is from Sam Arie of UBS.

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Samuel James Hugo Arie, UBS Investment Bank, Research Division - MD and Research Analyst [21]

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I have one question of mine and then one which is kind of a follow-up on Lueder's question earlier. So I'll do that follow-up question first. Just coming back to Page 8. I think we understand that math, so thanks for your explanation. But can you just confirm whether at the end of the year, you will be reporting anything which is kind of comparable to your current guidance? Or are you saying that the end-year numbers that you'll give will be comparable to the new guidance and then if we look at the shading, they could be higher or they could be lower than where the existing guidance is? And I'm just trying to get a sense of whether we will ever see -- will we see a number from you that we can compare back to the EUR 2.9 billion to EUR 3.1 billion for 2019? That's my first one.

And then my second question is about closing 1. We're getting close now and you've confirmed the time line. And a lot of people are asking about what might happen then to the innogy minorities that you don't yet have. And I am pretty sure you're not going to tell us what your plans are there, but it would be really helpful if you can explain a little bit the options that you're looking at. And for example, in theory, is it right that if you went for a squeeze-out within 3 months of closing that you could do that at the original offer price? Or are there other considerations that apply? And I suppose while we're on that, can you just confirm exactly now what your percentage shareholding for innogy is? So those are my 2.

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Marc Spieker, E.ON SE - CFO & Member of Management Board [22]

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Sam, it's good to hear that you know us by now and hence the answer on the second question will not surprise you. Our EBIT, we will not now be more precise in the way of how we will play our options and the options for the legal integration all stay intact from kind of do nothing or redomination agreement to various forms of squeeze-out. And we will only decide around those options around closing and then of course would immediately inform the market. Until then, I don't want to contribute to any speculation now of what we may or may not do.

On the guidance for '19. So what you will get with the first reporting after closing is a revised guidance for E.ON according to the scheme presented on Page 8, which means then essentially in the new portfolio setup, i.e., this will then be, if you want to so, a mixture of kind of E.ON stand-alone up until closing and from closing onwards the future portfolio. Will that be made comparable? I think yes, in the sense that we will educate you on the various impacts, which we outlined here and that we give a precise segment guidance for our Renewables business. So you would definitely be in a position where you can kind of make sure that you compare apples with apples, if that was the question.

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Samuel James Hugo Arie, UBS Investment Bank, Research Division - MD and Research Analyst [23]

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Yes. Yes, that's exactly it. On innogy, I think, I understood you won't comment, but on the other part of the question, I have lost a bit track now whether you're still able to be buying shares on the untendered line. So can you just reconfirm what your total innogy percentage is now including tenders and any other shares you might have?

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Marc Spieker, E.ON SE - CFO & Member of Management Board [24]

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Look, Sam, we went out with the information when we passed the 3% threshold and otherwise would inform the markets whenever it is suitable.

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Operator [25]

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The next question is from Martin Brough of Macquarie.

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Martin Samuel Brough, Macquarie Research - Analyst [26]

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I had 2 questions. One, on the U.K. retail business where you're offering the renewables tariff now. I guess that you're backing those by buying renewables guarantees of origin. And obviously, at the moment, there's more guarantees of origin placing around the European systems than people are necessarily have huge demand for. But if everyone goes down the route of wanting to offer more renewables tariffs, do you expect the possibility there might be a bit of a crunch in terms of the availability of those guarantees of origin? And then you might start seeing the price of them going up?

The second is just a more technical question, which is when you do the closing and then you're changing the technical guidance to strip out the renewables, et cetera, will you also be stripping out the businesses that you may be selling as part of the remedies? I mean will they be, sort of called businesses held for sale going forward? And therefore the remedy impacts will be taken out? Or will you carry on booking the profits of those divisions or those businesses until such time that you actually agree a future sale?

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Marc Spieker, E.ON SE - CFO & Member of Management Board [27]

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Now Martin, thanks for your questions, which were out of the green -- call it now, green certificate question. I would abstain now from making any assessments on the forward market for green certificates. But you should assume that we have a thought-through sourcing strategy behind our commitment but as always for commercial reasons, we are not laying out our hedging strategies also not for green certificates. So for that reason, I need to stay vague in my answer.

For the guidance question for the remedy assets in specific, you should expect that we will report them as assets held for sale as they do not qualify as discontinued operation due to the size and relevance in the respective reporting segments. So technically, it will be an asset held for sale.

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Operator [28]

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The next question is from Martin Tessier of MainFirst.

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Martin Tessier, MainFirst Bank AG, Research Division - Research Associate [29]

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The first one is on the retail in the U.K. And do you confirm that your full year guidance of positive EBIT for this division includes the cut in price cap announced by Ofgem, which should be implemented in October this year? That's my first question.

And the second one is on your full year guidance. According to my calculations, if you want to achieve the lower end of your EBIT guidance, H2 needs to be 13% above H2 '18 and 32% above H2 '18 to reach the upper end. Could you give us more color on how you expect to achieve such a good performance in H2? I mean we have some information on Slide 12 that it seems quite challenging to me given the current situation in retail, for example.

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Marc Spieker, E.ON SE - CFO & Member of Management Board [30]

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Martin, on your first question, the short answer is yes. Price adjustment is included in our guidance for positive profits. And on the second question with regard to the full year guidance, I went through in my speech segment by segment and the developments and levers which we see, and I think I was very precise there and so I would refer you actually to those parts of my speech, which we will make available as always subsequent to the call. Otherwise, the IR team can help you. But I think I went through every segment and gave precise guidance for the second half.

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Operator [31]

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The next question is from Ahmed Farman of Jefferies.

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Ahmed Farman, Jefferies LLC, Research Division - Equity Analyst [32]

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Two questions. I just wanted to start with Slide 5. Could you just sort of quantify for us what are the sort of the P&L and cash flow effect you're expecting from this arrangement that you have reached with Vattenfall specifically? And then if this was to continue for next year, what would be the effects, assuming sort of the same -- sort of EUR 0.7, EUR 0.8 to megawatt hour. [Seven days also.]

I just wanted to come back on net debt and just wanted to make sure that I sort of understood which was said correctly. Do you said you now -- so you indicated EUR 20 billion for the full year including the CTA adjustment and if I remember correctly from the first half, first quarter update, you mentioned EUR 18.9 billion indication, which was the net debt at that time, so you suggested that full year may be close to EUR 18.9 billion but that was -- if I understand correctly, was excluding the CTA adjustment? So am I right that the like-for-like sort of movement in sort of the net debt indication on a stand-alone basis is EUR 3 billion? And if so, I understand that EUR 0.5 billion is from pension provision as has been the move. What is -- is the remaining largely from a big shift in your expectations around the free cash flow?

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Marc Spieker, E.ON SE - CFO & Member of Management Board [33]

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Yes, Ahmed. I'll start with END question. Essentially apart from discount rates, nothing has changed compared to our guidance as of Q1. So there is nothing that we want to convey in terms of free cash flow balance for the full year. I.e., as I said, cash conversion targets, CapEx and so on is full and direct. We see a slight increase in CapEx as we had the minor acquisition in Sweden and expect to see some more investment opportunities in our regulated networks business in Germany this year, more than we planned. But this is smaller EUR 100 million numbers. And so essentially, operationally, fundamentally, nothing has changed. And If you just take it as an update then on the current discount rate level.

When it comes to Page 5, the nuclear production rights, I mean, you asked for the P&L and cash flow impact, and I will now make it very simple, I mean not kind of now -- include any potential tax and so on effects for just plain vanilla operationally. You should assume that for every terawatt hour produced, which is not backed up by production rights which we already own, then a cost for that of EUR 27.8 will occur on our P&L. At the same point on time, 50% of that will flow back to us as we are a minority -- a co-owner in the Krümmel plant from which the production rights originate. So in simple terms, just take the EUR 27.8 x 50%, multiply it with the production not backed up by already an owned production rights. That means -- in terms of cash flow, we recorded -- we will record whenever we buy a production rights, we'll record this as CapEx and we'll then kind of use or depreciate with the effective production.

For 2020, and so if we did not come to a different outcome in the legal court proceedings, which currently is our assumption that we come to a different outcome. But if I now assume the worst case, so to say, and assume that Page 5 is also a representation for further volumes to be acquired, then you basically need to multiply it next year more or less onto our annual production. So roughly -- or for next year, between 20, 25 terawatt-hours -- x again then price x 50% x those volumes.

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Operator [34]

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I now hand back to the speakers for some closing remarks.

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Stephan Schönefuß, E.ON SE - Interim Head of IR [35]

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Yes. Thank you very much, dear analysts, investors for your questions. We will see most of you tomorrow already again in London. I wish you a nice remaining day. Yes, see you on the road.

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Marc Spieker, E.ON SE - CFO & Member of Management Board [36]

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Thank you very much also from my side and see you soon. Bye-bye.

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Operator [37]

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Ladies and gentlemen, thank you for your attendance. This call has been concluded. You may disconnect.