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Annual Report 2017 Contents Annual report 2017 Contents To our shareholders 1 Combined review of operations 17 At a glance 2 1.1 Strategy 18 Letter from the CEO 3 1.2 Innovation 26 Executive Board 4 1.3 Energy sector environment 32 Supervisory Board report 6 1.4 Political environment 36 innogy stock 12 1.5 Major events 41 1.6 Reporting principles 48 1.7 Business performance 51 1.8 Financial position and net worth 66 1.9 Notes to the financial statements of innogy SE 73 1.10 Disclosure relating to German takeover law 78 1.11 Compensation report 81 1.12 Opportunities and risks 98 1.13 Outlook 107 2 Responsibility statement 111 3 Consolidated financial statements 113 3.1 Income statement 114 3.2 Statement of comprehensive income 115 3.3 Balance sheet 116 3.4 Cash flow statement 117 3.5 Statement of changes in equity 118 3.6 Notes 119 3.7 List of shareholdings (part of the notes) 184 3.8 Boards (part of the notes) 211 3.9 Independent auditor’s report 216 Further information Information on the auditor 223 Five-year overview 224 Legal disclaimer 225 Imprint 226 Financial calendar At a glance innogy Group 2017 2016 +/– % Power generation from renewable sources billion kWh 10.2 10.0 2.0 External electricity sales volume billion kWh 262.4 242.5 8.2 External gas sales volume billion kWh 227.5 241.3 − 5.7 External revenue € million 43,139 43,611 − 1.1 Adjusted EBITDA € million 4,331 4,203 3.0 Adjusted EBIT € million 2,816 2,735 3.0 Income before tax € million 1,648 2,201 − 25.1 Net income/income attributable to innogy SE shareholders € million 778 1,513 − 48.6 Adjusted net income € million 1,224 1,123 9.0 Cash flows from operating activities € million 2,654 2,674 − 0.7 Capital expenditure € million 2,166 2,123 2.0 Property, plant and equipment and intangible assets € million 1,839 1,833 0.3 Financial assets € million 327 290 12.8 Free cash flow1 € million 797 1,041 − 23.4 Rebased earnings per share2 € 1.40 2.72 − 48.5 Adjusted net income per share2 € 2.20 2.02 8.9 Dividend per share € 1.60 3 1.60 – 31 Dec 2017 31 Dec 2016 Market capitalisation € billion 18.2 18.3 − 0.5 Number of shares outstanding thousands 555,555 555,555 – Net debt € million 15,637 15,748 − 0.7 Leverage factor4 3.6 3.7 Employees5 42,393 40,636 4.3 1 Adjusted definition of free cash flow, see commentary on page 50. 2 In relation to the number of shares outstanding as of year-end. 3 Dividend proposal for innogy SE‘s 2017 fiscal year, subject to the passing of a resolution by the 24 April 2018 Annual General Meeting. 4 Ratio of net debt to adjusted EBITDA. 5 Converted to full-time positions. 2 To our shareholders // At a glance Letter from the CEO Originally, the CFO and I had planned to release a brief leverage factor of around 4.0 are the most important video message this year, instead of the traditional letter. financial indicators which guide us. We are aware of how Unfortunately, this was not possible due to the recent important a stable, attractive dividend and reasonable events. leverage is for the capital market. Working on this basis, our goal is to achieve sustained earnings growth. In early March, our friend and colleague Bernhard Günther was the victim of a terrible attack. We are all deeply Financial stability is the foundation which allows us to shocked by this, and our thoughts are with Bernhard and pursue our strategy. With this in mind, we are continuously his family during this difficult time. We wish him all the best reviewing the funding of planned and future growth and a speedy recovery! projects and considering all of our options in terms of ownership and financing structures. As always, the goal is to For the time being, Hans Bünting has taken over most of ensure the best possible value for the company and for you, the CFO’s responsibilities, ensuring the smooth operation as our shareholders. In 2018, we project net investment on of the company. We will continue to pursue innogy’s goal the order of €2.5 billion. of being the energy company of the future, working in the interests of our customers, employees and shareholders. As part of our value-oriented growth strategy, we are keeping a close eye on costs: current plans envisage gross This year’s Annual report highlights some of our important savings of around €400 million over the next three years, achievements in 2017. For example, innogy took the final which include lower overall spending at the Group level, as step towards full independence by achieving financial well as targeted cost-cutting measures in all three divisions. autonomy. Other key milestones were also reached in the individual divisions, including the auction success of the Looking to 2018, we intend to keep improving our Triton Knoll offshore wind project in the United Kingdom, performance in our core businesses. In parallel with this, we the initial determination of important parameters for will also continue to seize growth opportunities in promising German distribution system operators, and the major fields such as e-mobility, broadband and solar power. innogy strategic decision to merge our UK retail business with is not standing still: we will continue to press forward with SSE’s retail and energy services activities. our strategy while maintaining financial stability. However, as you know, we also had to slightly lower our In closing, let me say quite frankly that we are aware that 2017 outlook for adjusted EBITDA and adjusted EBIT our shareholders’ confidence in us took a mild blow at the last December, mainly due to the challenges faced by our end of 2017. Consequently, we are redoubling our efforts UK retail business. We then went on to meet these new to restore this confidence. Our sights are set on the future, targets. We also achieved our original forecast from the and we hope you’ll join us as we continue working towards start of the year for adjusted net income, which is the main our goals. Thank you. basis for our dividend. This is good news for you, as the Executive Board and Supervisory Board will propose a dividend of €1.60 per share, in line with our targeted pay-out ratio of 70 % to 80 % Uwe Tigges of adjusted net income. This pay-out ratio and our targeted Chief Executive Officer of innogy SE To our shareholders // Letter from the CEO 3 Das Vorstands- team Executive Board Uwe Tigges Chief Executive Officer, Chief Human Resources Officer and Labour Director (since 04/2016 Chief Human Resources Officer; since 02/2017 Chief Human Resources Officer and Labour Director and since 12/2017 Chief Executive Officer) Responsibilities: • Health, Safety and Environment • Diversity Office • Corporate Procurement • HR & Executive Management • Group Security • Infrastructure • Labour Law • Tariff /Works Council Relationship • Public Affairs/Communications (since 12/2017) • Strategy & Technology (since 12/2017) Peter Terium Chief Executive Officer (04/2016–12/2017) Responsibilities: • Public Affairs/Communications • Innovation & Business Transformation • Legal & Compliance • Mergers & Acquisitions • Strategy & Technology Dr. Hans Bünting • NWoW /Appliance Excellence Chief Operating Officer Renewables (since 04/2016) Responsibilities: • Innovation & Business Transformation (since 12/2017) 4 To our shareholders // Executive Board Dr. Bernhard Günther Chief Financial Officer (since 04/2016) Responsibilities: • Accounting • Tax • Controlling & Risk • Finance • Investor Relations Martin Herrmann • Information Technology Chief Operating Officer Retail • Internal Audit (since 04/2016) • Performance Management Corporate Services • Legal & Compliance (since 12/2017) Responsibilities: • Mergers & Acquisitions (since 12/2017) • eMobility • NWoW/Appliance Excellence (since 12/2017) Hildegard Müller Chief Operating Officer Grid & Infrastructure (since 05/2016) Responsibilities: • Groupwide Coordination Digital (since 12/2017) To our shareholders // Executive Board 5 Supervisory Board report Dr. Erhard Schipporeit Essen, 6 March 2018 In the past year, the Supervisory Board continuously General comments. Last year, the Supervisory Board held monitored the management activities of the Executive five ordinary meetings, one constituent meeting and one Board, advised the Board on managing the company extraordinary meeting. Two of the meetings were attended and was involved in all fundamental decisions. The by all of the Board’s members and five meetings were Supervisory Board discharged its obligations stipulated attended by 19 members. In the past year, due to illness, by law, the Articles of Incorporation and the Rules of one of the Supervisory Board members was present at only Procedure. Acting in a regular, comprehensive and timely one half or fewer of the meetings of the Supervisory Board manner, the Executive Board informed the Supervisory or its committees during the member’s tenure. The table Board of material aspects of business development, below presents a breakdown of attendance by member. both verbally and in writing. The Supervisory Board was Members of the Executive Board attended the Supervisory also thoroughly informed of the earnings situation, risks Board meetings, unless the Chairman of the Supervisory and risk management. Above and beyond this, the Chief Board decided otherwise. Executive Officer continuously informed the Chairman of the Supervisory Board about the current business situation, material events and upcoming decisions and discussed the long-term outlook and emerging. 6 To our shareholders // Supervisory Board report Attendance at meetings in fiscal 20171 Supervisory Executive Audit Personnel Strategy Nomination by Supervisory Board member Board Committee Committee Affairs Committee Committee Committee Dr. Werner Brandt, Chairman (until 31 Dec 2017) 7/7 1/1 4/4 2/2 2/2 Frank Bsirske, Deputy Chairman 7/7 1/1 2/4 2/2 Reiner Böhle (until 31 Dec 2017) 3/7 2/4 UIrich Grillo 7/7 1/1 2/2 Arno Hahn (until 31 May 2017) 3/3 1/1 Maria van der Hoeven 7/7 Michael Kleinemeier 7/7 4/4 Martina Koederitz 7/7 1/2 Dr.
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