Third Quarter 2014 Results No ember 4 November 4, 2014 Disclaimer This document may contain market assumptions, different sourced information and forward-looking statements with respect to the financial condition, results of operations, business, strategy and the plans of Gas Natural SDG, S.A. and its subsidiaries (GAS NATURAL FENOSA). Such assumptions, information and forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those in the assumptions and forward-looking statements as a result of various factors. No representation N t ti or warranty t iis given i by b GAS NATURAL FENOSA as to t th the accuracy, completeness l t or fairness of any information contained in this document and nothing in this report should be relied upon as a promise or representation as to the past, current situation or future of the company and its group. Analysts A l t and d investors i t are cautioned ti d nott to t place l undue d reliance li on forward-looking f d l ki statements, t t t which hi h imply significant assumptions and subjective judgements, which may or may not prove to be correct. GAS NATURAL FENOSA does not undertake any obligation to update any of the information contained herein or to correct any inaccuracies it may include or to release publicly the results of any revisions to these forward looking statements which may be made to reflect events and circumstances after the date of this forward-looking presentation, including, without limitation, changes in GAS NATURAL FENOSA’s business or acquisition strategy or to reflect the occurrence of unanticipated events or a variation of its evaluation or assumptions. 2 Agenda 1. Highlights 2. Financials 3. Analysis y of operations 4. Conclusions 3 Highlights 4 Key financial indicators Net Income: €1,239 million (+10.6%)1 EBITDA: €3,606 million (-2.3%)1 Investments: €1,015 €1 015 million2 (+15.2%) (+15 2%)1 Net Debt: €13,843 million3 (-2.9% vs 31/12/13)1 Notes: 1 Changes vs 9M13 after restatement of 9M13 figures to IFRS 11. 2 Tangible and intangible. 3 Net debt of €13,221 million excluding electricity tariff deficit for 2013 and withholdings on 2014 electricity payments made by CNMC. 5 IFRS 11 ● As from 1 January y 2014,, IFRS 11 is mandatory, y, so the equity q y method is now used for the accounting of joint ventures ● The following table shows the restatement to IFRS 11 of GNF GNF’s s 9M13 figures: 9M13 as reported 9M13 IFRS 11 Net Income 1,120 1,120 - EBITDA 3,865 3 690 3,690 (175) Investments 1,035 1,008 (27) 15,168 , , 14,772 ((396)) (€ million) Net Debt Change g EBITDA change breakdown UF Gas Ecoeléctrica Renewables Other (92) (53) (25) (5) 6 Regulation in Spain G Gas ● Measures included in Royal Decree-Law Decree Law 8/2014 8/2014, in effect as of 5 July 2014 ● New regulation brings both higher stability and predictability ● Fi Financial i l stability: bili rules l set to prevent future f tariff iff deficits d fi i from f arising, and current tariff deficit to be recovered over 15 years ● Predictability: 6-year regulatory periods, first one to end in 2020 ● Remuneration for distribution continues to be based on a parametric formula ● Incentive on growth focused on higher volume customers and network expansion into new municipalities ● Impact on 2014 accounts of ~€45 million lower remuneration 7 Regulation in Spain Electricity Proposals Networks 6.5% allowed return on assets, based on standard values, with a limit and ex ante definition of the maximum annual investment amount for the system CHP and renewables Remuneration calculated on standards with an allowed return of 7.5% New facilities remunerated through competitive mechanisms Generation New mechanism of capacity payments Regulation on mothballing Supply New definition of regulated tariffs (PVPC, TUR) New tariff structure Plans on energy efficiency and savings Self-consumption Interruptibility New remuneration based on competitive bids Status 9 Pending to define standards and parameters, foreseeably in force in 2015 9 Regulation in force Resettlements in progress X Pending development 9 In force Pending development In force but for energy certification Pending development X 9 X 9 In force in 2015 R l t f k to t guarantee t the th system’s t ’ financial fi i l stability t bilit with ith Regulatory framework measures to prevent new deficits 8 Acquisition of CGE (I) Strategic fit 1 Entry into a key new market in Latam with an immediate access to a leading market position 2 Transaction increases GNF’s geographic diversification together with a contribution of a more balanced business/risk profile 3 Reinforces GNF’s leadership in gas distribution in the major Latam population hubs 4 Significantly strengthens GNF’s electricity distribution platform in Latam 5 Accelerates the integration of GNF’s global LNG business within the Chilean market based on international pricing mechanisms 6 Supports the participation in electricity generation projects in Chile in the near future 9 Acquisition of CGE (II) Reinforces GNF’s leadership in Latam gas distribution Population of main urban areas # customers of top gas distribution companies in LatAm 17% (in million) (in million) 7,4 63 6,3 36 3,6 22 19 2,2 12 GNF presence 5 4 1,5 0,5 0,7 Mon nterrey 6 e Chile Santiago de 8 1 1,2 2 11 1 1,1 Caracas Bogotá B Rio de JJaneiro Buenoss Aires Sao o Paulo Méxxico DF 9 Lima 13 + No GNF presence Note: 1 Includes gas distribution customers in Chile (664,116, Metrogas, GasSur and Gasco Magallanes) and in Argentina (474,198, Gasnor). 10 Acquisition of CGE (III) Improves GNF’s GNF s business risk profile % 2013A EBITDA + Liberalised 34% Liberalised 33% Global Regulated 66% Regulated 67% Country and % EBITDA Latam2 Country and % EBITDA Latam2 Latam 26% Latam 35% Other 18% Colombia 33% M i Mexico 22% Brazil 27% Domestic 56% Domestic 49% International 44% Distrib bution Busiiness 1 Other 12% Mexico Chile 14% 36% Brazil 17% Colombia 21% Rating Profile Mexico: BBB+ Colombia: BBB B il BBB Brazil: BBBChile: AA- International 51% Electricity 36% Electricity 37% Gas 63% Gas 64% The acquisition increases GNF’s presence in LatAm while improving the risk profile of the portfolio through exposure to Chile’s high credit rating and the reliable historical performance of CGE Notes: 1 Including CGE’s EBITDA in electricity distribution & transmission and natural gas distribution. 2 Weight of each country in GNF’s total LatAm EBITDA. 11 Acquisition of CGE (IV) E ti t d impact Estimated i t Under IFRS 11 (€bn) EBITDA 2012A 2015E CGE 2013 €4.7 >€5.0 €0.6 Maintains GNF’s Net Income €1.4 ~€1.5 €0.1 commitment to meet its 2013-2015E inorganic ambitions without Net Debt / EBITDA 33 3.3x Dividend Payout 62.1% 2 5 – 3.0x 2.5x 30 30 3.0x diluting its shareholders ~62% N/A With this acquisition GNF maintains its commitment to accomplish the proposed financial targets announced in November 2013 without execution risk and low leverage impact Source: Company Filings. Note: FX CLP/€ 761. FX US$/€: 1.29. 12 Acquisition of CGE (V) Transaction calendar 12th Oct • Announcement of takeover bid for 100% of CGE 13th Oct • First day of acceptance period 11th Nov • End of acceptance period 14th Nov • Announcement of result of takeover bid (effective transfer of p property) p y) 13 2013-2015 Efficiency plan Key initiatives in 2013-2014 Cost savings g on EBITDA1 ((€ million) 300 - Reducing services and discretionary cost 2002 - Streamline commercial and operational costs 108 - Cost optimization in corporate areas 2013 2014 E 2015 E Achieved €188 million at end 3Q14, in line with targets set in the St t i Plan Strategic Pl 2013 2013-2015 2015 Notes: 1 Restated under IFRS 11. 2 €80 million achieved in 9M14. 14 EBITDA 9M14 vs 9M13 (I) (€ million) +4.0% 3,690 147 -2.3% 3,837 3,606 (151) EBITDA 9M13 1 Activity growth EBITDA 9M14 pro- Regulatory impact 2 forma (80) Currency translation EBITDA 9M14 Operational improvements offset by translation of currency exchange differences and impact from RDL 9/2013 and RDL 8/20142 Note: 1 Restated for comparative purposes under IFRS 11. 2 Impacts on Electricity, both liberalized and regulated (formerly “Special Regime”), electricity distribution in Spain and gas distribution in Spain. RDL 9/2013 having been in effect from 14 July 2013 therefore without impact on 1H13. RDL8/2014 having been in effect from 5 July 2014 therefore without impact on 9M13. 15 EBITDA 9M14 vs 9M13 (II) Impact from f LatAm currency exchange differences ff By country By quarter (€ million) (€ million) 69 Rest 37 8 Brazil Mexico 29 26 12 23 Colombia 9M14 3 1Q14 2Q14 3Q14 LatAm currencies achieve stable p performance in 3Q14 Q 16 Net Debt evolution (€ million) 14,252 1,056 -2.9% 2 9% 1 047 1,047 13,843 (2 512) (2,512) Net Debt 1 31/12/13 Investments Dividends FFO and other 13,221 (622) Net Debt 30/09/14 Electricity tariff deficit 2 Net Debt 30/09/14 adjusted Solid cash flow generation allows for steady Net Debt reduction investments dividend payment and tariff deficit despite investments, Notes: 1 Restated for comparative purposes under IFRS 11. 2 €428 million electricity tariff deficit for 2013 and €194 million withheld by CNMC against 2014 electricity payments. 17 Financials 18 Consolidated Income Statement (€ million) Net sales 9M14 9M131 Change % 18 223 18,223 18 273 18,273 (0 3) (0.3) (12,803) (12,654) 1.2 Gross Margin 5,420 5,619 (3.5) Personnel,, Net (617) (633) (2 5) (2.5) Taxes (359) (399) (10.0) Other expenses, Net (838) (897) (6.6) 3,606 3,690 ((2.3)) (1,184) (1.198) (1.2) (185) (169) 9.5 253 8 - Operating Income 2,490 2,331 6.8 Financial results, Net (587) (592) (0.8) (75) (54) 38.9 1,828 1 828 1,685 1 685 8.5 Corporate tax (448) (396) 13.1 Minority interest (141) (169) (16.6) 1 239 1,239 1 120 1,120 10 6 10.6 Purchases EBITDA Depreciation and impairment losses Provisions Other Equity income I Income Before B f T Tax Net Income Note: 1 Restated for comparative purposes under IFRS 11. 19 EBITDA breakdown Change % €m (€ million) 9M14 9M131 Gas Distribution: 1,185 1,282 (97) (7.6) Europe 726 754 (28) (3.7) Latin America 459 528 (69) (13.1) Electricity Distribution: 715 721 (6) (0.8) Europe 465 469 (4) (0.9) Latin America 250 252 (2) (0.8) Gas: 891 861 30 3.5 Infrastructures 211 192 19 9.9 680 669 11 1.6 Electricity: 723 745 (22) (3.0) Spain 564 581 (17) (2.9) Global Power Generation 159 164 ((5)) ((3.0)) 92 81 11 13.6 3,606 3,690 (84) (2.3) Supply 2 Other Total EBITDA Notes: 1 Restated for comparative purposes under IFRS 11. 2 Includes retail supply in Italy, formerly under Distribution Europe (gas). 20 Investments Tangible and intangible (€ million) -4.9% 881 20 (2%) 59 8381 26 (7%) 68 (3%) (8%) 300 (34%) 261 342 195 (41%) (23%) (30%) 241 207 (27%) (25%) 9M132 Gas Distribution Electricity Distribution 9M14 Electricity Gas Other z In addition, €177 million corresponding to a new LNG tanker (under lease) Capex focus on future growth vectors: gas distribution networks in Europe and LatAm Notes: 1 Tangible and intangible investments; total investments of €1,015 million after adding €177 million from new tanker under lease. 2 Restated under IFRS 11. 21 A comfortable debt maturity profile A off S As September t b 30, 30 2014 (€ million) 1 Net Debt: €13.8 billion1 Gross Debt: €17.7 billion 7,691 7,472 2,204 778 41 2014 2,370 2,565 1,381 1,818 2,210 2016 2017 2018 2,049 921 2015 2019+ z Average life of Net Debt ~5 years z 90% of Net Debt maturing from 2017 onwards All financial needs from 2014 to 2016 are already covered Note: 1 Net debt of €13,221 million excluding tariff deficit for 2013 and withholdings on 2014 payments made by CNMC. 22 An efficient Net Debt structure As of September 30 30, 2014 Majority of debt at fixed rate with very competitive cost Conservative currency exposure policy 7% 5% 18% Fixed Euro Floating US$ 87% 82% Other Diversified financing sources 23% Capital markets 9% 68% Institutional banks Bank loans Efficiency of debt structure as key pillar for value creation despite a challenging financial environment 23 Ample liquidity available As of September 30, 2014 (€ million) Committed lines of credit Uncommitted lines of credit Cash TOTAL Limit Drawn Undrawn 7,208 400 6,808 191 102 89 - - 3,905 , 7,398 502 10,802 , z Additional capital market capabilities of ~€4 ~€4,000 000 million both in Euro and LatAm (Mexico, Panama and Colombia) programmes Enough liquidity available to cover needs for over 24 months 24 A sound capital structure Solid cash flow and financial ratios… (September 30, 2014) Net Debt/EBITDA FFO/Net Debt 23.9% 25.0% 2.9x 2.8x Pre-tariff deficit Post-tariff deficit Pre-tariff deficit Post-tariff deficit … supported by a strong capital structure z Diversified debt maturity profile z 82% at fixed interest plus next years’ rates fixed in a low scenario bring a predictable and stable cost of debt z No FX risk: subsidiaries financed in local/denominated currency 25 Analysis of operations 26 Gas Distribution E Europe (I) Sales Connection p points (GWh) (‘000) 143 573 143,573 2,726 -13.5% 5,604 124,212 +1.1% 5,664 5 664 452 456 5,152 5,208 30/09/13 30/09/14 2,542 140,847 121,670 9M13 9M14 Spain Italy Continued expansion of distribution networks 27 Gas Distribution E (II) Europe Investments (€ million) 206 15 182 13 169 191 9M13 9M14 +13 2% +13.2% z Lower gas sales in both Spain and Italy due to very mild temperatures EBITDA z 3Q EBITDA in i Spain S i reflects fl t (€ million) 754 53 726 -3.7% impact from RDL 8/2014 50 i i liti z 32 new municipalities 701 676 9M13 Spain connected in Spain in 9M14 9M14 Italy EBITDA suffering ff i from f regulation l ti and d lower l demand d d 28 Gas Distribution Latin America (I) () Gas sales (GWh) 172,213 +8.5% Connection points (000) 186,775 +4.3% 6,253 -1.9% 34,630 35,315 13,846 +31.0% +5 8% +5.8% 1,332 6,521 1,409 18,142 +4.8% +13.5% 68,929 2,605 2,486 78,201 +5.4% 3 1% +3.1% 54,123 55,802 9M13 9M14 Argentina 927 889 Brazil +2.2% 1,546 1,580 30/09/13 30/09/14 Colombia Mexico Activity growth benefited from higher Colombian industrial sales 29 Gas Distribution Latin America (II) ( ) Investments 000 new z Growth capex leads to 268 268,000 (€ million) 118 136 z +15 3% +15.3% z 9M13 9M14 z EBITDA1 (€ million) 528 z 506 -4.2% 9M13 z connection points vs end 9M13 Argentina: higher margins after new tariff framework Brazil: regulatory review in Rio; strong sales to power generation and expanding in residential and SME markets Colombia: benefiting from growth in both industrial and retail customer portfolios Mexico: sustained network expansion with an emphasis in the capital; new concession awarded in the Northwest Peru: activity to be initiated in 2H15 9M14 Region constitutes an important platform for growth Note: 1 Disregarding impact from translation of currency exchange differences. 30 Electricity Distribution E Europe (I) TIEPI1 ((Spain) p ) Sales (minutes) (GWh) 26,448 1,858 24,590 -2.2% 25,857 9M13 9M14 33 37 1,919 23,938 +12.1% 9M13 Spain 9M14 Moldova Lower electricity y sales after falling g demand in Spain p due to mild winter weather and weaker markets Note: 1 “Tiempo de interrupción equivalente de la potencia instalada” = Equivalent time of power supply interruption for the installed capacity. capacity 31 Electricity Distribution E Europe (II) Investments (€ million) illi ) -17.1% 152 7 145 points at end of 9M14 117 9M13 (€ million) z Over 4.52 million connection 126 9 z Recent regulatory measures in Spain lead to lower opex and sharp containment in capex 9M14 EBITDA 469 27 465 26 442 439 9M13 Spain -0.9% z Efficiency plan with focus on electricity distribution 9M14 Moldova R lt iinclude l d impact i t from f l ti in i Spain S i (RDL 9/2013)1 Results new regulation Note: 1 RDL 9/2013 having been in effect from 14 July 2013 therefore without impact on 1H13. 32 Electricity Distribution Latin America (I) () Electricity sales (GWh)1 Connection points (000)1 +6.3% 12,792 12,035 8,841 9M13 525 +5.4% 3,365 +6.6% 9,427 3,194 2,900 2,375 9M14 Colombia 30/09/13 +3.5% 3,002 +4.2% 547 +3.4% 2,455 30/09/14 Panama Current operations offer potential for both network growth and efficiency improvements Note: 1 Excluding operations in Nicaragua, sold in February 2013. 33 Electricity Distribution Latin America (II) ( ) Investments1 (€ million) 88 81 38 38 -8.0% 50 43 9M13 9M14 z Performance helped by growth in demand and customer figures EBITDA2 (€ million) 249 74 265 z Reduction of energy losses and 73 bad debt in line with plan +6.5% 175 9M13 Colombia 192 9M14 Panama Strong operating performance with EBITDA +6.5% disregarding disposals and translation of currency exchange differences Notes: 1 Disregarding disposal of Nicaraguan assets in 2013. 2 Disregarding disposal of Nicaraguan assets in 2013 and impact from translation of currency exchange differences. 34 Energy Gas and electricity demand in Spain Conventional gas demand (GWh) Electricity demand (GWh) -0.9% -9.2% 242,189 184,339 182,669 9M13 9M14 219,935 9M13 Source: Enagas 9M14 S Source: REE Gas demand depressed p by y milder winter which together g with weaker markets also leads to lower electricity demand 35 Energy G supply l (I) Gas (GWh) 153,029 13,872 Spain International1 -4.7% 145,826 -12.5% 20,519 -16.1% +23.2% 12,140 87,401 70,955 17,208 +13.5% 54,793 48,263 118,638 -1.8% 116,478 +43.7% 3 % 22,692 9M13 9M14 Third party supply and Industrial Residential 9M14 9M13 Europe 32 608 32,608 2 Rest CCGTs Spanish sales impacted by mild winter and lower sales to CCGTs; sustained t i d growth th in i foreign f i markets k t Notes: 1 Does not include UF Gas. 2 Sales to end customers. 36 Energy G supply Gas l (II) z International sales represent 37% of total in EBITDA (€ million)) 669 680 +1.6% % 9M13 9M14 9M14 z Consolidating presence in main international LNG markets in Asia and America (new contract in Chile from 2016) z Sustained sales growth in Europe with an aim to increase presence to new countries z Expanding in retail liberalized markets in Europe with ~12 million active contracts (gas, power and services) with continuing expansion into residential and small and SME markets z Average contracts per customer increase 7.1% to 1.50 with a 16.5% growth in maintenance contracts z New tanker added to LNG fleet will further enhance operating flexibility Benefiting from balanced and well well-diversified diversified customer base 37 Energy El t i it Spain S i (I) Electricity GNF’s total production (GWh) 23 817 23,817 -4.2% -5.6% 1,666 22,815 1,572 -6.8% 3,659 , 3 410 3,410 -0.4% 3,181 3,169 +17.5% 3 552 3,552 4,174 -10.8% 11,759 CCGTs 9M13 Coal 10,490 9M14 Nuclear Hydro Cogen. and Renewables1 Thermal g gap p recovery y continues in 3Q14 but still lower average g pool p prices vs 9M13 Note: 1 Formerly “Special Regime”. 38 Energy Electricity Spain (II) Electricity sales (GWh) Average pool price (€ million) (€/MWh) +3.6% 24,892 25,788 9M13 9M14 EBITDA -4.9% 41.10 9M13 39.10 9M14 -2.9% 581 564 9M13 9M14 Source: REE EBITDA impact from new regulatory measures (RDL 9/2013)1 compensated with good performance from liberalized supply Note: 1 RDL 9/2013 having been in effect from 14 July 2013 therefore without impact on 1H13. 39 Energy C Cogeneration ti and d renewables bl 1 Total production (GWh) z Commissioning of new small hydro -5.6% 1 666 1,666 -70.7% 1,572 76 +23.6% 335 259 271 plants leads to a significant growth in output z Temporary halt of part of cogeneration capacity after new regulation +2.2% 1,161 1,136 z Negative impact from low average pool prices for 9M14 despite recovery in 3Q 9M13 Wind 9M14 Small hydro Cogeneration Results include the impact from new regulatory measures (RDL 9/2013)2 Notes: 1 Formerly “Special Regime”. 2 RDL 9/2013 having been in effect from 14 July 2013 therefore without impact on 1H13. 40 Global Power Generation (GPG) International generation z GPG includes electricity generation Production (GWh) 13,778 assets formerly under LatAm and other 13,492 -2.1% 2.1% z Lower g generation activity y in Central America and Caribbean 9M13 9M14 z Lower investments corresponding p g to higher concentration of capex for Bii Hioxo wind farm (Mexico) in 9M13 Investments (€ million) 146 106 -27.4% 9M13 9M14 z EBITDA grows 1.2% to €166 million disregarding impact from translation of foreign exchange differences Maintaining a stable activity profile 41 Conclusions 42 Conclusions EBITDA -2.3% 2 3% after impact from regulation and translation translation, +4 +4.0% 0% disregarding the above impacts Net income +10.6% after disposal of telecoms assets Recent regulatory developments in electricity and gas in Spain help dispel uncertainty CGE acquisition enhances GNF’s international growth while maintaining a solid business model and risk profile Confidence in fulfilling the targets set in the 2013-2015 Strategic Plan 43 Th k you Thank INVESTOR RELATIONS telf 34 934 025 897 telf. 34 912 107 815 e-mail: [email protected] website: www www.gasnaturalfenosa.com gasnaturalfenosa com
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