Iberdrola, S.A. (IBE) Earnings Call Transcript & Summary

October 21, 2020

Bolsa de Madrid ES Utilities Electric Utilities earnings 90 min

Earnings Call Speaker Segments

Ignacio Cuenca Arambarri

executive
#1

[Foreign Language] Good morning, ladies and gentlemen. First of all, we would like to offer a warm welcome to all of you who have joined us today for our 2020 9 months results presentation. Secondly, we hope that you, your family, friends and colleagues are all safe and well during this global pandemic we are suffering. Now on to the reason why we are here. Our 9-month results presentation, which in the current occasion will be structured in a different way due to the U.S. deal that we have just announced today. Firstly, we will begin with an overview of the results and the main developments during the period given by the senior executive team that we usually have with us: our Chairman and CEO, Mr. Ignacio Galán; Mr. Francisco Martinez Corcoles, business CEO; and finally, the CFO, Mr. José Sáinz. Once we finish the review of the results, we will continue with a presentation where Mr. Pedro Azagra, our M&A Director, will inform you about the details of the acquisition of PNM Resources, and then it will be followed by a Q&A session, where we will try to give answer to the questions you may have about both items presented today, 9 months results and the mentioned transaction. I would also like to highlight that we are only going to take questions submitted via the web. From our part, we will divide your queries between the ones corresponding to the results in the one hand and those relating to the deal on the other. So feel free to ask all kinds of questions you may have, but please only through www.iberdrola.com. Hoping that both presentations will be useful and informative for all of you, now without further ado, I would like to give the floor to our Chairman and CEO, Mr. Ignacio Galán. Thank you very much again. Please, Mr. Galán.

Jose Sanchez Galán

executive
#2

Good morning, everyone, and thank you very much for joining today's conference call. As Ignacio mentioned, after our usual results presentation this morning, we will give you some details of the announced yesterday evening deal between AVANGRID and PNM Resources. It's a deal which fits our strategy in improving significantly our position and growth potential in United States, as you know, one of our key geographies. Just focusing in results, over the last months, we have seen an ongoing recovery of market conditions after the strong hit of COVID-19 during the second quarter. In any case, Iberdrola will remain fully aware of our responsibility to our employees, customers and society. We continue to make safety our top priority, doing everything at our disposal to mitigate the impact of the virus, especially as a second wave appears. Thanks to the professionalism and responsibility of all the women and men who work for the company and our supply chains and the comprehensive set of measures implemented by the company, the infection rates at Iberdrola continues to be much lower than the countries where we operate. Our thoughts continue to be with everyone affected by this disease. We have also maintained the quality of service to our customers, and we have continued accelerating our investment to contribute to the recovery of economic activity and create jobs. We believe this is not only our duty but also our moral obligation. We're sure Iberdrola will stand up to the challenge as we have always done, showing that it's possible to deliver our social dividend and increase result at the same time. Over the first 9 months, adjusted net profit grew 8.8%, more than 1 point above the evolution shown in June. Reported net profit reached EUR 2,681 million, including the divestment of Siemens Gamesa and the impact of the decision of the U.K. government to maintain corporate tax rate at 19%. Gross investments have continued to register new record figures despite the restrictions suffered. As of September, Iberdrola invested EUR 6,638 million, 23% up -- more than previous year. Thanks to the ramp up of activity registered in the third quarter when investment increased by 60% year-on-year to EUR 3 billion, a remarkable figure that confirms the new investment strategy and build we are entering. Next November 5, I will share with you our outlook for the coming years, but let me advice today that we see great investment opportunity in all our traditional markets as well in other geographies like Japan, where 1 month ago, we reached a deal to acquire 3.3 gigawatt offshore wind portfolio. Capturing this potential growth will be possible, thanks to our strong cash flow generation, even in the current circumstances. In the first 9 months, adjusted EBITDA, which exclude COVID impact, exceed EUR 7.5 billion with 3.2% increase year-on-year. Including COVID effect, reported EBITDA reaches EUR 7,345 million. The sort of result we are presenting allow us to maintain our commitment to shareholder remuneration. Yesterday, the Board of Directors approved the interim shareholder dividend of EUR 0.168 per share. Let me now give you some highlights about the transaction closed yesterday by the U.S. subsidiary, AVANGRID, with PNM Resources. This measure fits with Iberdrola's group strategy based on growing regulated networks and renewables in countries with high-growth potential and strong ratings, with accretive impact on our earnings and preserving our financial strength. The deal creates a stronger and more diversified growth platform for the group in one of the key markets, the United States. PNM Resources is a full regulated group with transmission and distribution activities serving 800,000 customers in New Mexico and Texas, and it has more than 2,000 megawatt of regulated generation asset with an increased share of wind power. Its regulated asset base reached $4.1 billion. And in 2019, the company registered almost $600 million in EBITDA and close to $100 million in net profit. PNM Resources is based into a state we know well. In Texas, where it has grown in areas close to Houston and Dallas, AVANGRID has 1,300 megawatts of wind generation and the good start in new retail activities. In New Mexico, where PNM is the largest utility and distribute electricity to all major cities, we already have 600 megawatt of wind capacity in operation or under construction. And for the last 15 years, we have funded the King Felipe VI Chair in Advanced Computing Research in the University of New Mexico, so they are people which are close to us for a long time. The transaction consideration will be 100% cash. Barring PNM Resources' equity in $4.3 billion and AVANGRID will assume $4 billion in debt. Iberdrola has provided funds commitment letter to AVANGRID, guaranteed the financing of the deal. After the transaction, our U.S. subsidiary will reach pro forma EBITDA of close to $2.5 billion and net profit close to $900 million on 2019 base data. For Iberdrola, this measure adds around EUR 500 million to our EBITDA on a pro forma basis and more than EUR 120 million to our net profit. These numbers represent at least 3% accretion of earnings per share level for both companies. This deal is a new step in our successful strategy adding to the other recent transactions like Infigen in Australia, Aalto Power in France or the acquisition of offshore wind portfolios in Sweden and Japan. Pedro Azagra, our M&A responsible, will give you more details about this transaction later on. Going back to 9 months result, in the last 3 months, we have seen a confirmation of the trends identified in the second quarter, which pointed to a progressive normalization in operating conditions. Our demand evolution has continued improving week after week, moving from decreases of more than 15% in the worst moment of the lockdown to just minus 2% in September both in U.K. and Spain. Similar in 2021, forward prices have recovered, reaching higher levels than before the crisis in both countries. In addition, the group has continued accelerating its expansion in gross investment of EUR 3 billion in the last 3 months, thanks to the huge effort made by our employees and also by the 400,000 people who work for us in our supply chain contractors. Iberdrola has recorded the highest amount ever invested in a quarter even in the circumstances created by COVID-19, leading to a 23% increase year-to-date, up just 2% in June. More than half of this EUR 6,638 million invested were allocated to Renewables, who registered 51.8% increase, consolidated its position as the largest investment destination of the group. Networks investment increased by 5.5%, contributing 40% of the total investment, mainly in United States and Spain but also in transmission and distribution in Brazil and U.K. Investment in Generation & Supply, which, as you know, consists mostly on capitalization of the customer acquisition expenses, fell 21%, driven by the slowdown of commercial activity. We expect this to recover in the coming months as confinement measure decrease. As a consequence, we remain confident about reaching EUR 10 billion investment in 2020. All in all, in the last 12 months, we have installed more than 4,600 megawatt, reaching 54,000 megawatt in total capacity. And we have 7,600 under construction. Close to 1,000 correspond to offshore wind projects like Saint Brieuc in France and Baltic Eagle. They together represent more than EUR 4 billion investment. Onshore wind represent 2,200 megawatt, split over all our geographies. Solar photovoltaic adds up more than 2,700 with approximately 2/3 located in Spain as we continue ramping up investment in the country. Battery and hydro storage represent a further 1,250 megawatts and we'll continue progressing the contraction of Tâmega battery hydro power plant, a hybrid project combining renewables and batteries. Focusing now on our group's operating performance. Adjusted EBITDA increased by 3.2% to EUR 7,561 million, thanks to the positive evolution of Renewables and Generation & Supply. Renewables EBITDA was up more than 5% due to the contribution of new facilities like the East Anglia 1 offshore wind farm, the better performance in United States driven by new wind capacity and higher availability and the increase of hydro production in Spain and Brazil with Spain's hydro reserves are 50% above previous year levels. Generation & Supply EBITDA already reflect the normalization of production and sales, benefiting also from the lower procurement costs, thanks to the price hedge. In particular, U.K. results are starting to return to normal levels despite the market situation is still challenging due to the tariff caps. In the coming months, results will also include the recent acquisition of [ 2,050 -- 2,000 and 50,000 ] new contracts from an independent retailer [indiscernible] over 5 million customers. Finally, Networks results were negotiated -- negatively impacted by the transition to the new regulatory period in Spain, the temporary adjustment in the United States due to variation of demand and energy cost and major storm such as Isaias. As you know, all these amounts are fully recognized as regulatory asset, and therefore, will be recovered in the future with a positive impact in next year consolidated result. In Brazil, the impact of COVID-19 on distribution was more than offset by the new transmission project awarded in the last years together with higher efficiencies. Globally, COVID has had a total impact of EUR 216 million at the group EBITDA level. Networks results were also impacted by the adverse movement of exchange rate, mainly due to the Brazilian real. Excluding this effect, adjusted EBITDA rise by 6.4%. This improvement in operating profit was also the result of our cost reduction, which have been experienced by the mood in the current scenario. Net operation expenses improved by EUR 57 million to EUR 3,101 million versus 2019 even after EUR 43 million of one-off expenditure mainly related to donations of medical equipment related to COVID-19. Operating cash flow grows 2.3%, improving our FFO to adjusted net debt ratio to 21.9%, 20 basis points higher than 1 year ago. The company maintains full access to capital market at extremely competitive condition despite the overall contradiction -- contraction. Pepe Sáinz will give you more details of this strategy later on. A strong financial structure is particularly relevant in the current situation, which combines macro uncertainty with 100% investment acceleration in the industry. Let me just mention progressive milestones that give clear signal of this investment acceleration in all our geographies. In Europe, the commission proposed an increase in the emission reduction target for 2030 from previous 40% to 55%. This level of ambition fully consistent with reaching carbon neutrality by 2050 will require increasing the share of renewables in electricity mix 10 points to 65%. According to our estimate, this will give a further increase in investment of 30% for renewables and 15% for power networks in continent. Green hydrogen has also emerged as a singular investment opportunity with the European Commission targeting 40 gigawatts of hydrogen electrolysis powered by renewables in 2030. All European countries are setting national target on this line. Spain recently published its national hydrogen strategy aiming at 4 gigawatts of renewal electrolysis by 2030 with EUR 9 billion in investment. In this context, Iberdrola recently announced the creation of a new unit specifically dedicated to green hydrogen. And we have signed a deal with Fertiberia, the first producer of fertilizer in Spain to the below 20-megawatt of green hydrogen plant in Puertollano, Spain, that will be the largest of this kind in Europe when it become operational next year. We will give you more details of further developments of this participation. Green hydrogen is one of the building blocks of the recovery plan being approved all around Europe. The Government of Spain had recently announced that 1/3 of coronavirus recovery funds for a total of EUR 140 billion will be allocated to energy and climate change. This funds open massive opportunity to transform the Spanish economy and Iberdrola has already collaborated with all public administration to make sure that the money is allocated to initiative that create jobs and accelerate the rate of industrialization and the modernization of the industry, of the country's production model in a more sustainable manner. In the U.K., just weeks ago, the government announced an increase of the offshore wind target from 30 to 40 gigawatts for 2040 (sic) [ 2030 ] with an aim of power in every home in the country with offshore wind. The Prime Minister also signaled hydrogen as part of the government strategy for reaching net 0 by 2050. Similarly in the United States, offshore wind continues gaining momentum. New York and New Jersey have announced new auction to be held in 2020 and 2021 for 4,900 megawatts. And the Government of Virginia ratified by July the Clean Economy Act stating 5.2 gigawatt of offshore wind target as well. Iberdrola is, once again, surely anticipating in this global scenario, expanding our geographical footprint to the new growth platform. On top of the transaction we already explained to yes, in July, in Sweden and France, we have reached an agreement to acquire an offshore wind portfolio in Japan consisting 2 offshore wind farms under development with a combined capacity up to 1.2 gigawatts in strategically located places in the auctions announced by Japanese government to be held from 2023, 4 additional projects with a total capacity to 2.1 gigawatt for the second half of the decade. These developments allow us to diversify even more our mix of business and geographies, while strengthening our current pipeline with 14,000 new megawatts to boost future growth, where around 90% are offshore wind. All in all, our pipeline reached 70,000 megawatts of capacity. At the same time, we keep reporting our position in the current markets with a new transaction as one announced yesterday in the United States, a country where we also have massive organic growth opportunities. Just yesterday, AVANGRID submitted bids to the upcoming offshore wind auction in New York that will allocate up to 2,500 megawatts of new capacity. In this state, the regulatory body is also expected to approve the rate case for our new Networks subsidiaries before the year-end with tariff retroactive from April and it has already allocated to this company $150 million until 2025 for the deployment of charging points for electric mobility. Regarding Maine, following the court ruling considered it unconstitutional a referendum about our interconnection line with Canada, the project continues ahead and is expected to start construction in the next weeks. In the U.K., the process for new regulatory framework for transmission, RIIO T2, continues ahead. As you know, the CMA has recently published its provisional finding on the remuneration of water distribution companies, increasing the investment and the rate of return on initial load by the regulatory body, Ofwat. This has been recognized by many agents as a signal for the regulation of power transmission. And we have expressed in many occasions to the U.K. government at the [indiscernible] Investor Meet Conference between energy policy, which is clearly asking for additional investment to reach net zero by 2050 and regulatory frameworks. We still need to wait for the outcome, but we would expect higher return on power transmission than on water as the risk and technological complexity associated to the business are higher and investment in the power sector is essential to promote decarbonization and industrialization in the U.K. Iberdrola and ScottishPower remain totally open to collaborate with Ofgem and the U.K. government in this process. Also in the U.K., England, Wales and Scotland have announced the leasing of new offshore wind areas with potential up to 18 gigawatts. Bids are due in early 2021. In Brazil, the regulatory procedure linked to COVID-19 continue progressing. Neoenergia has already received BRL 1,660 million (sic) [ BRL 1,664 million ] corresponding to the off-balance sheet loan to recover extra costs and the extraordinary tariff review for distribution companies continue progressing. I will now hand over to Pepe Sáinz to present the group financial result in more detail. Thank you.

Jose Armada

executive
#3

I will -- thank you, Chairman, and good morning. I will start updating the 2 main COVID impacts considered in our accounts totaling EUR 308 million at EBIT level, EUR 80 million above the EUR 228 million of the first half. In the third quarter, COVID impact is decreasing with demand recovering in our main countries and bad debt growing less than in the first half as you can see -- as you will see in the next slide. EUR 260 million (sic) [ EUR 216 ] million out of this EUR 308 million are related to demand decrease, EUR 59 million additional to the EUR 157 million of the first half, mainly affecting to Networks business more than to Generation & Supply. EUR 92 million of bad debt accounted for as provisions, reducing our EBIT, EUR 21 million more than in the first half, being in this case, Generation & Supply more affected than Networks. There are several measures underway in order to offset COVID impacts. In Networks, we are still expecting the recovery of the impacts to regulatory measures in the U.K. and in the U.S. in '21 and '22, and it is being negotiated in Brazil as the Chairman has commented. In Generation & Supply, bad debt will be managed through our commercial activity, and there has been submitted a proposal to Ofgem for recognition in the SVT tariff of bad debts cost starting in April '21. As mentioned, net profit COVID impact amounted to EUR 136 million in Q2 and in Q3 fell to EUR 50 million. Hopefully, in the fourth quarter, this trend will continue. Our reported net profit was 4.7% up to EUR 2,681 million as the FX negative impacts at the EBITDA level have been hedged. The real has depreciated 22%, while the dollar and the pound were flat versus last year. Our adjusted results exclude the most relevant nonrecurring items both in '19 and '20 nine months but does not consider any FX impact. As you can see in the slide, 2020 9 months adjusted EBITDA is EUR 7,561 million, excluding EUR 216 million COVID demand effect. EUR 9 million -- 9 months '19 adjusted EBITDA was EUR 7,329 million instead of the EUR 7,499 million reported and excludes EUR 170 million nonrecurring, EUR 89 million from LNG sales; EUR 49 million of the transfer of the fiber optic contracts in Q3 2019 and EUR 33 million from settlements in Spanish networks. As a consequence, adjusted EBITDA grew 3.2% instead of the 2% fall reported. If you added the FX impact, our adjusted EBITDA would have grown 6.4%. Nine months adjusted net profit was EUR 2,553 million instead of the EUR 2,681 million reported and excludes all COVID net impact in our accounts EUR 203 million, the EUR 485 million of the Gamesa gain, another EUR 154 million of nonrecurring negative tax impact mainly due to the U.K. As a result, adjusted net profit grew 8.8% instead of a 4.7% growth reported. Revenues decreased 8.4% to EUR 24 billion, impacted by COVID, FX and weather-related lower demand. And procurements fell 13.7%, reaching EUR 12.4 billion. As a consequence, gross margin was down 2% to EUR 11.8 billion, affected by the EUR 343 million of negative FX impact. Without this FX hit, gross margin would have grown by 0.8%. Net operating expenses improved by 1.8% to EUR 3.1 billion, driven by cost containment due to COVID and efficiency plans. A EUR 108 million positive FX impact more than compensates the EUR 43 million of donation and other expenses related to COVID. Levies fell by 2.4% to EUR 1,395 million, with lower prices in Spain being a key factor. As you can see in the slide, Spanish taxes on generation improved EUR 36 million. Analyzing the results of the different business and starting by Networks, its EBITDA fell by 10.7% to EUR 3.5 billion, considering EUR 122 million negative COVID impact on demand and EUR 181 million of timing and storm effects in the U.S. As you can see in the slide, Spain contributed 34%; the U.S. 24%; Brazil with 21%; and the U.K. contributed another 21%. In Spain, EBITDA fell 7.2% to EUR 1.2 billion due to the EUR 49 million negative impact of transferring the fiber optic contracts that was accounted as a positive result in the third quarter of last year. In addition, lower remuneration for 2020 brings down revenues by EUR 44 million, and there is an impact of EUR 33 million of positive settlements also accounted for in the first 9 months of 2019. Net operating expenses and taxes improved compensating partially this fall. In the U.S., IFRS EBITDA was 20% down to USD 935 million, driven by $119 million negative temporary adjustments under IFRS as a consequence of difference in volumes and energy costs, together with the impact of storms, especially the Isaias Storm in the Q3. These negative impacts will start to be recovered during the fourth quarter of 2020 and following years. U.S. GAAP EBITDA is EUR 102 million higher than the IFRS EBITDA and fell just 1.1%. In addition to all these negative impacts, as the Chairman has commented, there is a delay in the New York rate case due to the COVID that has been postponed to December versus April this year, which impacted EUR 66 million in our accounts, although it will be recovered. In Brazil, EBITDA grew 8.6% to BRL 4.2 billion. Tariff revision in Coelba and Cosern from April and in Elektro from August, increasing contribution for higher investments in transmission and cost compression due to efficiency plans have been partially compensated by a minus EUR 167 million COVID impact on demand. Finally, in the U.K., EBITDA was 3.3% up to GBP 647 million with higher revenues both in transmission and distribution as a consequence of the growing asset base due to investments, partially offset by GBP 21 million less revenues due to COVID linked to lower demand to be recovered in 2022. Renewables EBITDA grew 5.6% to EUR 1.8 billion, driven by growth in the U.K. and in the U.S. and despite weak conditions and prices in Spain. Our average operating capacity increased to 29,175 megawatts, and our total installed capacity reached almost 34,000 megawatts. In the U.K., EBITDA was 47% up to GBP 443 million, with higher contribution both in onshore and offshore as a result of the East Anglia production, as its 714 megawatts are fully operational since mid-July. It is worth noting that the offshore wind business contributed already 40% to the total gross margin in the business, paying back the strong investments needed. In the U.S., EBITDA increased 9% to $511 million, caused by a 14.5% higher output following by -- following the 695 megawatts increase in operating capacity in the last year and a higher wind resource. In Spain, EBITDA was EUR 445 million, 14% below last year due to 36% lower prices in sales to the supply business despite a 23% higher output, driven by a 54% higher hydro production, as well as higher PV capacity. In the international business, mainly in Europe, EBITDA fell 5.5% to EUR 234 million due to lower wind conditions and higher development costs accounted as a one-off in the quarter as business expands. Aalto Power is consolidated from the 1st of July and Infigen from the 5th of August. In April -- in Brazil, EBITDA grew 0.7% to BRL 449 million, as output is increasing 5.8% with higher hydro output compensating the fall in wind as Baixo Iguaçu is fully operational. Finally, in Mexico, EBITDA decreased 1.8% to $62 million, improving versus the 13.7% fall in June due to the new installed capacity. Pier is already in operation. Nevertheless, it is still decreasing slightly due to the lower load factor, both in wind and photovoltaic generation. Generation & Supply EBITDA was up 10.3% to EUR 2 billion, including EUR 94 million negative COVID impact on demand. In Spain, the EBITDA was up by 4.7% to EUR 1.2 billion despite lower output due to 11% higher purchases at lower prices versus last year. We continued active management of our customer portfolio of energy and smart solutions. There are EUR 89 million negative nonrecurring from LNG sale accounted for in the second quarter of 2019. In Mexico, EBITDA grew 0.4% to USD 643 million, thanks to higher sales as a consequence of a production increase, partially compensated by temporary lower availability of one CCGT plant and lower prices. In the U.K., the EBITDA grew 266% to GBP 137 million, more than doubling the 130% growth of June as a consequence of improved margins versus 2019 despite the fall in sales. Brazil added BRL 273 million to the EBITDA in the context of business normalization after the one-off negative effect that lowered results in 2019. And in the international business, EBITDA was EUR 2.9 million negative, improving versus last year, but still affected by initial development costs of our supply business in Europe. We have reached 1.7 -- 1,740,000 (sic) [ 1,741,000 ] contracts, 36% higher than 1 year ago. EBITDA (sic) [ EBIT ] fell 11.2% to EUR 4-point billion as provisions grew 42% after including EUR 92 million of bad debt COVID provisions, EUR 40 million in Networks, mostly in Brazil, that is being negotiated to be recovered through regulatory mechanisms and EUR 52 million in Generation & Supply to be managed through our commercial activity. As I mentioned, there is a consultation by Ofgem to shift part of the bad debt cost in the U.K. are included in the SVT tariff from April '21. In addition, amortizations increased 8.7% due to increase of the asset base and activity. Net financial expenses improved EUR 250 million to EUR 641 million, driven by EUR 180 million in hedges mostly linked to FX, another EUR 118 million positive impact due to the lower cost of debt that improved 42 basis points to 3.15% and a EUR 49 million negative result due to the EUR 1.8 billion higher average debt. Our reported credit metrics remained strong and in comfortable levels for our rating requirements despite of the EUR 1.4 billion adjusted debt increase due to investments and the Infigen and Aalto Power lease that have increased our debt in EUR 1 billion. FFO adjusted net debt improved 0.2 percentage points to 21.9%. Adjusted net debt-to-EBITDA increased slightly to 3.8x from 3.6. Retained cash flow adjusted net debt remained around the 20% level, and adjusted leverage ratio increased, 45.5%. As of today, we maintain ample liquidity of around EUR 13.8 billion, maintaining 30 months of coverage of financial needs in our best scenario and 21 months in the stressed one. Our sources of financing continue to be highly diversified. Currently, the bond market is 62% of sources. Current weight of the bank financing is 12%, giving us the opportunity to increase this kind of funding if required. Reported net profit grew 4.7% to EUR 2.7 billion and adjusted net profit grew 8.8%, as explained in previous slides. And now the Chairman will end the presentation.

Jose Sanchez Galán

executive
#4

Thank you, Pepe. To conclude, over the last 9 months, in one of the most challenging scenarios in decades, Iberdrola has delivered strong results, thanks to the resilient business model. Reported net profit reached EUR 2,681 million, 4.7% up, versus the figure registered last year and adjusted net profit, which excludes COVID impacting for more than EUR 200 million, rose 9%. At the same time, we have continued executing our strategic plan in creating new growth platforms for the coming decade. Up to September, our gross investment increased 23% up to EUR 6,638 million, installed more than 4,600 megawatts in the last 12 months and reached total capacity of 54,000. If we combine this growth with an improvement of our financial position, as shown by our solvency ratios and our liquidity, we take 6 -- EUR 13.8 billion up today. For the rest of the year, we expect that the positive trends we have started to identify in July, following the softening of COVID-19 results will consolidate the acceleration of investment on top of the EUR 9.6 billion already spent in the last 12 months will allow us to continue adding generation capacity. This also reflect the impact of new rates and higher revenues in transmission, mainly in Brazil and United States. And in U.K., we expect normalization of our retail business to continue. East Anglia 1 offshore wind farm will keep its contribution in the fourth quarter. On top of this, efficiency measures will also continue. We expect all these offset impact from COVID-19 on demand and prices, which, in any case, we see decreasing in the last quarter. As a consequence, we expect earnings to continue increasing quarter-on-quarter after a strong impact of coronavirus in June result, with the fourth quarter showing a positive net profit growth versus last year, allowing us to maintain our net profit guidance and mid high single-digit growth and to maintain our dividend policy base in our payout ratio between 65% and 75%. Following this policy, as I mentioned, the Board of Directors has approved an interim dividend of EUR 1.68 (sic) [ EUR 0.168 ] per share payable in February '21, proving our commitment to shareholder remuneration. You can be sure that the women and men working at Iberdrola will continue delivering the essential service we provide and accelerating investment to make the energy transition a reality and create jobs and wealth to the benefit of our customer and the society we serve. Now Pedro Azagra will explain in detail the transaction between AVANGRID and PNM Resources. Pedro?

Pedro Blazquez

executive
#5

Good morning, Chairman. I'm going to kick off with a presentation. As the Chairman explained, the transaction between AVANGRID and PNM reflects the strategy that the Chairman and the group has had for many, many years, allows growth in regulated businesses and renewables, continuous investments in AAA or very good rated countries mostly and is accretive in earnings from the first year and intends to maintain the balance sheet strength that we have at present. In relation to PNM, which is the utility in the states of New Mexico and Texas in the U.S., first of all, it's a regulated utility. So therefore, it is 100% almost regulated, both distribution and network and also generation in a small piece. In the U.S., largest country as you know by GDP in the world, and you know, very good rating, this company operates in a state where we are already, and that's important. In the case of New Mexico, we have right now over 600 megawatts of installed capacity or assets under construction. This company, PNM, is the transmission operator of those assets, some of those assets that take energy from New Mexico into California. We've been working with them in that part -- in that piece of the business for some time now. In the case of Texas, through AVANGRID, we already have the state with more presence in renewable assets with almost 1,300 megawatts. And we also have Iberdrola retail business operations right now kicking off in Texas. In both states, AVANGRID today has over 1,400 megawatts of pipeline in renewables. This company, PNM, is almost 100% regulated. As the Chairman explained, it has, in 2019, over $4 billion of rate base and approximately 2.8 gigawatts of regulated generation. In the case of the service territory, it owns 2 utilities, one of them in New Mexico. It serves the most important cities in New Mexico, especially Albuquerque and Santa Fe. And then in the case of Texas, it also covers the surroundings of the 2 main cities in the state, both Dallas and Houston, among others, Lewisville and League City. I think just to give some operational figures for PNM, it has almost 800 (sic) [ 800,000] rate payers. It has a population of almost 2 million people served. The EBITDA for 2019 approaching $600 million and net income approaching $180 million in that period. When we look at the combined company between AVANGRID and PNM, we're going to be approaching a very important data in the U.S. We will hold through AVANGRID 10 regulated utilities. The company -- the combined company will have presence in more than 24 states when you include their renewable operations. Installed capacity, including the regulated generation, it will almost reach 11,000 megawatts. And it will have more than 168,000 kilometers of T&D lines. Data from a financial operational point of view for the combined company, AVANGRID plus PNM. Rate payers over 4 million; population served, approaching 9 million people; installed capacity, approaching 11,000 gigawatts; and very important, a renewable pipeline of around 19,000 gigawatts. In terms of some financial data for the combined entity, EBITDA in 2019 pro forma figures, almost $2.5 billion and net income almost $850 million. Very important, the new company, and this is important for the profile of AVANGRID and also for the group, we're adding 100% almost regulated utility with 2 utilities. Therefore, the EBITDA of AVANGRID after this potential transaction, if it's closed, it will reach more than 80% of its activities coming from regulated. For the Iberdrola Group, the strategy laid out by the Chairman continues to apply: growth in regulated businesses, T&D and renewables; good countries from a rating point of view; EPS accretive, more than 3%, both at the AVANGRID and Iberdrola level from year 1. Very important to keep in mind, year 1 means 2022, because it will take almost a year to get it approved. So the first year of full consolidation will be 2022. And ESG leadership, we will explain the acceleration of the only asset they own and operate of coal. Pro forma figures for Iberdrola, just to give some feeling, we're adding more or less to the Iberdrola Group EUR 500 million from an EBITDA point of view in '19 and also around EUR 120 million in '19 figures for net income. The transaction, simple. AVANGRID has agreed to buy -- to merge with PNM and paying 100% in cash with a total equity value of $4.3 billion. I think the transaction, as expected, will be -- intends to be closed a year from now approximately. This offer represents more or less a 10% premium of the price -- recent price of the company and more or less 19% premium over the 30-day volume average. Just some highlights from a sample point of view. As we said, it's more than 3% accretive from year 1, which is '22. In the case of the funding of AVANGRID in order to be able that AVANGRID can commit to pay to the target to its shareholders, Iberdrola has sent a letter to AVANGRID where it commits funds, enough funds to pay for the equity of this company. I think as you know, Iberdrola has right now more -- around EUR 14 billion of credit lines available. So therefore, more than enough to target this transaction. And I think very important, on November 5, Iberdrola Group and AVANGRID will be providing, as you know, new guidance, both on target for different lines of the business group, also for AVANGRID, and also there, it will be explained in detail, the financing and the different alternatives for AVANGRID and also for Iberdrola. We believe it's important to mention that we're already in both states. I think from an economic point of view, in the state of New Mexico and Texas, on a compound growth basis, they've been growing 3.4% and 4.9% in the last 20 years. I think the population, very important also, between 0.7% and 1.7% growth in that period. As it has been mentioned, we already have over 600 megawatts of renewables installed capacity under construction in New Mexico and almost 1,300 megawatts of renewable business -- renewable assets in Texas plus the retail business being done through the parent company. In the case of the pipeline, we have right now in AVANGRID in excess of 1,400 megawatts of pipeline. And in the case of PNM, very important, we have also more than 600 megawatts of identified projects in order to be developed. I think just to get a feeling of our presence, we also have a chair in the University of Albuquerque (sic) [ New Mexico ], the King Felipe VI Chair, and we have been there for more than 15 years. In this case, regulatory approvals, you know we're very familiar with the federal approvals because of the energy sale, sale of the gas distribution, et cetera, transactions. We've been there quite often. Only one additional mention. Because of a financial stake PNM has in its nuclear facility, we also need, in this case, Nuclear Regulatory Commission approval. And the 2 states that have to approve the transaction are New Mexico and Texas. I think in both these states, there has been recent transactions. In the case of New Mexico, TECO bought from PNM some businesses very few years ago and Emera bought TECO, as you know, recently. Also in the case of Texas, we have the Oncor transaction being bought by Sempra, and we also have there a recent transaction, JPMorgan Infrastructure buying El Paso last year. So from that point of view, very comfortable on both jurisdictions in terms of merger approval. That's why we believe the expectation should be around 12 months in order to get it approved. I think we're going to spend now a little bit of time on 2 things. First, the regulatory environment in both states. I think if we start with Texas, many utilities, very [indiscernible] in regulatory environment. Most of the things they propose, they get approved. Over 9.6% return on equity approved -- authorized ROE. In case of debt equity ratio, 55%. And usually, they have semiannual approaches to rates in transmission, annual distribution. And now and then, they also do general rate cases. In the case of New Mexico, very important to highlight several things so then we have a clear explanation about this regulatory environment. First of all, as many other companies in the U.S., they target it with the regulator to get recovery, especially in the coal facilities and nuclear facilities of the different costs associated with them. I think in the case of the coal facilities we'll explain later, but they have been achieving usually around 50%, 60% of the request from a rate base they have requested. It's a 1-year forward. So basically, they get things approved in advance. Otherwise, they will not invest in them. Just to get some feeling, they got their most recent filing under Renewable Act approved. They also have been exceeding the authorized ROE, and therefore, the actual has been exceeding the authorized of 9.5%. They have led a coalition of the other utilities in requesting from the public commission an authorized regulatory asset for the COVID item. They have also got it approved the abandonment of the only power plant they own in coal and we'll explain that later. They also got approval to acquire the Western Spirit Line. In 2019, they got approved the application to continue using a fuel and purchasing power clause mechanism. I just wanted to get this feeling -- to get the feeling that, yes, there were some issues on the recovery of the coal facilities. Finally, Supreme Court got it approved. We'll explain that now in detail. So therefore, I think we believe there is a good environment in both cases. And we believe, we, Iberdrola has experience to actually put on the table their strategic angle on renewables and T&D and make sure we'll work together with the commissioners, with the Governor and the rest of the constituencies. Finally, we're going to explain a little bit about the coal matter just to make sure you know that there is no misunderstanding on this topic. PNM owns and operates just one facility. They own 66.3% interest in a coal facility, which basically means 562 megawatts. Just to have dates very precise, so there is no confusion on this item. Again, a very, very small portion of the company -- and by the way, regulated. But in July '19, basically, PNM filed to exit the San Juan power plant. In January 2020, the New Mexico Supreme Court ruling basically applies the new and recently approved Energy Transition Act by the governor and approves the exit plan. Therefore, on April 2020, which is, as you can see very recently, and that's part of the reason why in our negotiations, it was important for us, the public commission order approved the abandonment and the securitization of the pending asset value. Therefore, by 2022, this power plant will be shut down. In the case Four Corners, which is another coal facility, it's not controlled by PNM. They only have a 13% financial stake. This is equivalent to 200 megawatts, but it's just a financial stake. Just also to be very specific in dates. In June 2020, there was a public announcement by PNM with intention to exit the Four Corners stake. By the end of 2020, they expect to have a final agreement with the exit. And also by December 2024, they will expect the same procedure in terms of public commission approval and securitization of the pending asset. Just to be very specific also in relation with both power plants. In the case of the San Juan power plant, the $361 million is still pending asset value and some of the costs will be securitized in 2022. It has been already approved. And in the case of Four Corners, they expect to do the portion which is related to their financial stake also by 2024. I think in the case of what is called in the U.S., the completion of remediation and what is actually called the reclamation liability, just to make very simple in relation with the mine related to these assets and as in most of the utilities that own coal assets in the U.S. In this case, for both assets, there is a liability, which is audited, reviewed and updated. And by the way, very updated as in the case of the nuclear very recently, with around $140 million. Out of that, $90 million have been already approved -- sorry, expensed, and the remaining $40 million are included in the projections of the company that we have assumed. Very important, these are figures only for the above service reclamation liability. Below service, 100% will go through rates. So I think with that, we wanted to give a very simple explanation about this. Also in relation with the stake in the nuclear facility, I think 2 comments here. They own a stake, 7.3% stake. They also have 114 megawatts of leases. Those leases, they have announced they are selling them, and they will proceed to sell as well. I think the financial stake, there will be no issue with that. We expect in the regulatory agency, federal one, the Nuclear Regulatory Commission, the NRC, and also on the decommissioning cost, the Supreme Court has also told the public commission that's something that has to be taken care by rate and the decommissioning fund, which both was updated because of El Paso transaction by JPMorgan infrastructure, there is actually excess funds in the decommissioning fund. And I think with this, we just wanted to do a summary of the different things, which we believe are important for this transaction in relation with AVANGRID and Iberdrola. So thank you, Chairman, and please, Ignacio, I leave it to you.

Ignacio Cuenca Arambarri

executive
#6

Thank you, Pedro, our Corporate Development Director, by the way, who many of you already well known. Now as we told you previously, we are going to now to deliver the set of questions regarding the results. And afterwards, we will go directly to the PNM deal.

Ignacio Cuenca Arambarri

executive
#7

First question comes from Jorge Alonso, Societe Generale; and James Brand, Deutsche Bank. Could you give an update on extraordinary tariff review in Brazil? What are the main measures you expect to be introduced?

Jose Sanchez Galán

executive
#8

So well, I think in Brazil, a certain measure has been introduced. I think they already pay already, in our case, BRL 1,360 million of what they call Conta-Covid, which is balanced, which I think is already in our balance sheet in this moment. And also, we are in this moment, negotiating an extraordinary review of the tariffs for compensating mainly the bad debt incurred as consequences of the confinement. So I think there are already talks are going in a good line. And I think what we are expecting is what has been done already in the past in many years ago when we have already the situation of Europe, in which they make already a regulatory asset, which we'll recognize in our accounts and finish paying across the years in the target. That is what we are talking. I think in our case, I think this -- the amount what we are looking, I don't know precisely, but I think it's in line of few million of hundred of reals, I think BRL 200 million, BRL 300 million. So I think it's not any huge amount, but I think it's an important amount for Energia.

Ignacio Cuenca Arambarri

executive
#9

Second question comes from Javier Suarez Mediobanca; and Rob Pulleyn, Morgan Stanley and is regarding the hydrogen. Which is the role that Iberdrola intends to play through the hydrogen value chain? Does management believe green hydrogen could accelerate the development of corporate PPAs in Europe as a new offtake route for renewable energies?

Jose Sanchez Galán

executive
#10

Well, I think hydrogen is just something which can be used for those areas which cannot be electrified. I think there are around 16% of the total industrial processes or transport, which is very difficult to electrify. I think that represent roughly 60% in drives and roughly 18%, 20% of the emission. So for those sectors, it's what the hydrogen has already a clear use. And that's why I think the 2 main use in this moment, I think is for gasoline, for refining gasoline, which is already in the refineries and in fertilizers as well there are another processes. But it's going to come another one which I think -- which can be used in the future. So that's why our approach was to go, try for those areas, and today is the largest industrial consumer, which is fertilizers, the production of ammonia. And our target and objective is that the full ammonia production in Spain within the next few years will be full clean, full green. I think for that, I think the first installation is using solar photovoltaic in Puertollano, the center of Spain, close to our solar plant inside of the factory operative area for making already this electrolyzer for transforming the use of natural gas, what they are already using today for generation of hydrogen and pollution-emitting CO2 with this electrolyte one. In the next few days, we will present much ambitious plans. I think probably at the end of this week or beginning next week, together with Fertiberia. But the second area -- the second area is another users, which can be already been applied, which is already heavy transport, which is already certain industrial process still a good one. We are working on that one. But I think our initial approach is just to go where it is today, the users and afterward to transform another users and a hydrogen instead to using fossil fuels. That is the plan we have, and we have already a ambitious plan. But I insist that represent roughly 60% of the processes, which is very difficult to be electrified. I think our ambition continues like to refine as much as we can, and hydrogen is a complement for that one.

Ignacio Cuenca Arambarri

executive
#11

Next question comes from Jorge Alonso, Societe Generale is regarding the U.K. networks. Do you expect of the end proposal to improve on the back of the outcome for water companies? What improvements is Iberdrola proposing?

Jose Sanchez Galán

executive
#12

Well, I think I mentioned in my speech, we find CMA comments positive. I think it's no sense that for one side the government is already saying, then they would like to reach net 0. Then they would like to electrify more economy, to make more ambitious plan in terms of electric vehicles, in terms of transforming industrial process more electrify. And from other side, the regulator diminished the investment we are allowed to make for achieving the government targets and putting already remuneration. We may not attracted to invest one single penny. So I think that what we are seeing from CMA is precisely -- the direction I think is needed more investment if we would like to retarget it; and second, it's needed to give already a much attractive returns. Because now, the money is going to flow. And that is what you're expecting. I think we have already conversations ongoing with the government, with the regulator. And we expect, as always, in Britain, the rationality will come again. So it's something which is a good tradition, we will already -- this tradition, probably a slight misunderstanding, but I'm sure that we will -- and then through the discussion and negotiation, we would reach a reasonable thing. We can already fit both things. For one site the interest or the energy policy of the government, if another site, something which is reasonable data for consumers. I think the point that the organic space proposing represent GBP 1 per customer per annum. It's peanuts. So -- but I think the interest of that one with the the industrial interest of the country and the policy, energy policy of the government.

Ignacio Cuenca Arambarri

executive
#13

James Brand from Deutsche Bank and Fernando Garcia, Royal Bank of Canada are asking about the Mexico development. Have recent regulatory changes made you less keen to invest heavily in Mexico in the coming years?

Jose Sanchez Galán

executive
#14

So I think it's -- as I used to say, we are not making the energy policy. The energy policy has been made by the government. If a government is welcoming investment in certain areas, I think we go. If the government is not welcoming the investment, we are going to invest. And I think we are in this moment in Mexico just completing the investment we started a few months ago, a few years ago, and we are not starting a new one, unless the government decides that the policy will be clarified the policy. So if the policy of the government is that they don't like the foreign investors invest in the country, we are going to invest. If the government would like to invest and they make a necessary reasonable framework, as we had already -- had up to now, we will go. But I think, in any case, I think is -- it represents very little in our total contribution in our total balance sheet. So it's the transaction we have already announced today is almost the same size than our investment already in Mexico. So I think roughly in Mexico, we have EUR 10 billion, and this transaction is EUR 8 billion or EUR 9 billion, so which is very similar.

Ignacio Cuenca Arambarri

executive
#15

From Deutsche Bank James Brand is asking again. You have entered new markets with the acquisition of Infigen in Australia and offshore pipelines in Japan and Sweden. In the past, you have been very focused with a concentrated position in a handful of countries. Do you see the renewable growth opportunity as requiring a more global approach? If so, why?

Jose Sanchez Galán

executive
#16

So I think it's -- we have already a company quite well diversifies. I think one thing is that we are focusing in 5 or 6 main countries. But another one is that we have present in other ones. I think we are present in France. We are present in Germany. We are present in Greece. We are present in Hungary. We are present in many countries. So I think Australia, it looks to us a country with a huge potential. And I think that's why we went there. So I think we are in the front of energy revolution. So -- and I think we have been pioneers in this energy revolution for 20 years. But nobody believes that the electricity can be produced with clean sources. And everybody was thinking that coal call will remain for centuries. And the oil and gas are absolutely needed for that one. We were already the only one, we used the flags saying that we can already generate and produce electricity with clean sources, we can already -- and we have started our energy transition 20 years ago. So -- and I think in this moment, that is already happening in most geographies. And we would like to benefit of our experience in countries, as has been mentioned before in the transaction we made with a stable, clear and defined regulatory framework with good ratings and for using our expertise and our knowledge. That is the case of Japan. I think we have an expertise in offshore. Why not to use our expertise in offshore in a country which is not starting, still making anyone. Same thing we did in the United States. United States, we are the first mover in offshore. I think our Vineyard Wind is going to be the first largest offshore wind farm in the state. I'd be delighted to read the same thing as well in Japan or in Sweden. So because we have been, for the last 20 years, always ahead of the rest of competitors in moving in countries, geographies and technologies.

Ignacio Cuenca Arambarri

executive
#17

Next question comes from Stefano Bezzato, Crédit Suisse. Can you give an idea of the scope of your increase in network investment in the context of the European Union Recovery Fund?

Jose Sanchez Galán

executive
#18

I think I mentioned before, I think is the European Commission was standing that reduction of the emission from 40% to 55%. That represents something like increases of renewables up to 60%, 65% of the total mix. And for making that one, it will need something like 15% extra investment in networks. I think those were the numbers I was -- I have in my memory. So I think certain this ambition needs more ambition -- this ambition increase ambition in emission reduction means more ambition in terms of renewable target and for if they are more renewables, I think it's needed more networks. And I think the number I have in mind with the European Commission is already announcing it's in the range of 15% extra investment. And I think here, in the case of Spain, we are already -- our association of network operators has already write letters to the government. I think in this line that we will need to remove the cap we have in this moment for investment for being able to make the necessary investment in country required for making that happen.

Ignacio Cuenca Arambarri

executive
#19

Next question comes from Rob Pulleyn, Morgan Stanley. Does the FX and political events of 2020 drive a change in future capital allocation between emerging markets and developed ones?

Jose Sanchez Galán

executive
#20

Well, give me some possibilities of explain those thing on the 5th of November. I think it's certain that we are going to modify things. But on the 5th of November, we will provide you details, who are our best investment need to go in the next few years.

Ignacio Cuenca Arambarri

executive
#21

Next question from Stefano Bezzato, Crédit Suisse. Can you anticipate a deterioration of the COVID impact in light of the tightening of measures we are currently experiencing in Europe?

Jose Sanchez Galán

executive
#22

We are always very prudent. And I think in our outlook for the year-end, we've already introduced certain provisions that in our thinking that if that happened, so our -- how that is going to affect to our P&L. And I think the provision, if my memory doesn't fail me, let me -- if I -- my memory fail is there is something between -- the damage we have already suffered in the second quarter was something like EUR 150 million. And the damage we suffered in the third quarter was in the range of EUR 50 million. So something in between has been already put it in our accounts. So I think we are only making this provision already because the things can already happen. So what we are seeing is that the situation been already not very positive. In terms of confinement, it's not as hard as this was already in second quarter. So I think our estimate looks for the time being reasonable.

Ignacio Cuenca Arambarri

executive
#23

Next question comes from Javier Garrido, JPMorgan, and is probably is related to Pepe answer. Would your FFO over net debt ratio change if you use the methodology of the rating agencies? How much? What is the minimum level to keep your rating?

Jose Armada

executive
#24

Yes. Normally, the different rating agencies adjust the ratio that we provide according to other, I would say possible liabilities, which is debt, for example. Yes, they typically -- the rating agencies, they don't use the same methodology, but they make some adjustment for future liabilities, which are not there as, for example, pensions. So typically, the impact of that from what we have to what they normally get is between 2 and 3 percentage points. Obviously, we monitor the ratings or the levels that the rating agencies use. And we maintain more or less according to the ratings, the ratios that are enough to maintain our credit rating. So today, the 21.9%, for example that we are publishing is around 19% according to the S&P methodology and slightly less with Moody's. To maintain the BBB+ rating in S&P and Baa1 for Moody's, you need to have an around 18% ratio of FFO over net debt. So right now, we are above that ratio. But as I say, we monitor not only the ratios that we provide but also the adjustments of rating agencies due to the ratios.

Ignacio Cuenca Arambarri

executive
#25

Next question comes from Jorge Alonso, Societe Generale. What would be the rationale for the government to make renewable options if many players are developing them directly? And looking at the pipelines to the Pena targets will easily be achieved?

Jose Sanchez Galán

executive
#26

Well, I think we're with you, I'm not seeing very many rationale. I was explaining to everybody, if they are not already -- anybody which is able to deliver what is already expected in the plan and the government has to take the necessary action for that one. But been so much people ready to invest. I'm not seeing what is the need of this auction. But I think that is, as I mentioned before, the energy policy is made by government, and we respect the policy that the government is making. But I don't see the needs of making those things. I think there are many people ready to put their money. And I think is -- the question is negotiating with the customers, as we did another day with Heineken, then we reached an agreement with them for providing the electricity generated in one of our plant we inaugurated a couple of weeks ago. So -- but I think it's a energy policy, energy policy made by the politician, the government, they would respect what they are making. I don't see that is needed at all.

Ignacio Cuenca Arambarri

executive
#27

Jorge Guimarães, JB Capital Markets, is asking about the impact of the temporary suspension of a plant in Mexico mentioned in the presentation. Is it already back online?

Jose Sanchez Galán

executive
#28

Well, I think we are not any -- we are not in a suspension as far as I know, Paco, no?

Francisco Martinez-Corcoles

executive
#29

I think he's referring to the fifth unit of Monterrey that had a problem and has been shut down for several months. Now it's back online and was a rating problem in the mechanical assembly of GE, of General Electric, and now it's back online since several months, and the effect could be around a few thousands of U.S. dollars.

Ignacio Cuenca Arambarri

executive
#30

The last 3 questions. The first one is coming from Fernando Garcia, Royal Bank of Canada. Is it possible to detail the U.K. client acquisitions mentioned in the call by the CEO, namely client number and costs?

Jose Sanchez Galán

executive
#31

I think the numbers, if I don't remember, but is in the range of 250,000 customers. In terms of -- as far as I know, the acquisition cost is lower than the average acquisition cost we have for a standard one. So which I think is something which is as reasonable in terms of how -- what is the cost of our acquisition that since what I understood is lower than the average of our acquisition cost, and the number is 250,000 customers.

Ignacio Cuenca Arambarri

executive
#32

Javier Garrido, JPMorgan, is asking about AVANGRID's results? And he says this, AVANGRID has missed again expectation under U.S. GAAP and has lowered materially the 2020 guidance. What action is the new management taking to address this underperformance?

Jose Sanchez Galán

executive
#33

Well, I think they will explain those things as well. But I think what we've reported another day in the Board, first thing is that the new CEO is already stand only for 2.5 months. I think he's landed. But I think there are certain things which is already affecting. It's affecting the storms, where the living suffering. The delay of this rate case even is going to be retroactive, but I think they cannot account yet. The availability of the good results in certain area has not been as good as they were expecting, certain delays on the construction of the wind farms. And -- but I think he's already working hard, I have to say. He's working hard to improve the rate cases, has already succeeded in short time already for starting the construction of this transmission line with Canada. The availability of the green fleet is already going well. Tonight, last night, was presented the offer for the new offshore wind farm for New York, and we hope that it will happen. So I think it's working, and I think they are certain external things, but he will comment more in detail in his presentation or result. But I think what I can tell you as far as our sales as investors concerned is that he is already taking the drive of the company for making already much predictable in avoiding this situation as much as he can, because I think if they are in a storm -- is in the storm and the storm is a storm and has already an impact, then is recover afterwards. But I think in the short term, it's already been affecting.

Ignacio Cuenca Arambarri

executive
#34

Last questions coming or regarding the results is coming from Stefano Bezzato, Crédit Suisse, Sam Arie, UBS. Given the scope for increasing investment and the step-up in M&A, do you see the need to raise cash via capital increase in order to keep your commitment of maintaining financial strength?

Jose Sanchez Galán

executive
#35

Well, we will comment on those things to you on the Investor Day, but I think what -- we were mentioning the level of investment we are making today. We are more than able to finance with our cash flow and with a level of liquidity we have in the company. Also, I think we are already rising some hybrids. I think today, Pepe had already mentioned, we are already launching a new hybrid for funding already the company. So we will comment to you, but it's not in our mind to make an increase in share capital for the time being at all.

Ignacio Cuenca Arambarri

executive
#36

Okay. Now we are moving towards the deal questions. And the first one comes from Alberto Gandolfi, Goldman Sachs; Rob Pulleyn, Morgan Stanley; Javier Suarez, Mediobanca; Fernando Garcia, Royal Bank of Canada; Pierre-Marie Gerez, Eleva Capital; and José Javier Ruiz with Barclays. How do you plan to finance the acquisition of PNM? If preferred option is with net debt, can you elaborate on your net debt-to-EBITDA position at the group level? Could a capital increase be considered, diluted our position perhaps?

Jose Sanchez Galán

executive
#37

So I think, Pedro, you can already reply that one. But I think it was explained. Our plan is that we will already propose an increase in share capital of AVANGRID for mainly that one. Iberdrola is ready to subscribe at least this 81%, and I think that is the most thing. But I think you would like to complete anything, Pedro, you can say. But the thing is an increase in share capital AVANGRID for funding that one, then Iberdrola will subscribe.

Pedro Blazquez

executive
#38

No. I think you have explained that very well. I think, first of all, in relation with the transaction, when you announce a deal, you need to prove to, in this case, to PNM, that you have the money at AVANGRID. The way we have done so to avoid bridge financing cost, things like that, it has been Iberdrola sending funds commitment letters to AVANGRID. So they are fine. I think when the time comes, as the Chairman has said, I think for purposes of the case, some additional debt may be raised in AVANGRID, but also definitely, they will have to do a capital increase in due course. And as the Chairman said, I think our intention is to keep 81.5%. In the case of Iberdrola, I think we have, as it was mentioned, EUR 14 million line credit. As the Chairman mentioned, we are considering hybrids and other potential financings as well in that, et cetera. So from that point of view, I think it's well taken care of.

Ignacio Cuenca Arambarri

executive
#39

Next question comes from Javier Garrido, JPMorgan is related to the model, Pedro. How do you calculate the 3% accretion to EPS from the PNM deal, Pedro? Do you use 2019 figures? Which is the cost of financing you use?

Pedro Blazquez

executive
#40

Okay. So I think for the accretion dilution, we are using '22 and '23 figures. I think because of AVANGRID and Iberdrola in November we're releasing new guidance, I think we're not providing right now those numbers -- underlying numbers under which we're calculating them. But really it doesn't matter more to us from a transaction point of view. Even if we use the existing plant that as of today, we have or if we use the new plant that I -- it will be explained by the Chairman on November 5, I think in both the scenarios, it is accretive. And it's very simple. For EBITDA purposes, very simple to account for that. For net income basis, I think we are assuming right now, in the base case, that AVANGRID is issuing EUR 700 million of debt. At the same cost average cost that the company is holding right now. And the rest will be done through a capital increase. That's how we do get to the accretion dilution. In the case of adjustments, I think we're assuming some enhancement in the PTCs treatment and NOLs, very conservative. And also probably, we're speaking about around EUR 20 million related to that of enhancement in those earnings, and that's it. In the case of Iberdrola, to be very conservative in the accretion dilution as well, we could have used the 100% debt finance at Iberdrola level, we're not. I think the best case we're doing for the contribution of, let's say, for example, EUR 3.6 billion capital increase in AVANGRID required. The 81.5% we have done for the purposes or the 3%, at more than 3% accretion, 100% hybrid. If you were to use debt, it will be much more accretive, of course.

Ignacio Cuenca Arambarri

executive
#41

Javier Garrido is asking why using cash for the tax action when you have a listed currency in AVANGRID?

Jose Sanchez Galán

executive
#42

So Pedro, you can comment as well.

Pedro Blazquez

executive
#43

I think we agree and I think the Chairman knows very well this. We like to do share transactions. I think we also do cash deals. We did energies in cash, and we very quickly did a capital increase. We did electro. We did also shares in ScottishPower, and we did shares recently as well with UIL. I think in this case, there has been already for some time material potential leaks of the deal we were working on. I think because of that, we needed to move into announcing a deal right now. We couldn't give shares today under the existing guidance that we have of earnings, and then on November 5 changing those earnings. So from that point of view, much simpler and quicker if we wanted to accommodate to the time table we needed, it was to do an all-cash deal. This is not such a material transaction for the group. So that's the reason...

Jose Sanchez Galán

executive
#44

So -- but I think it's good a question. I think it almost was everything prepare for making with shares in cash and I think we decided in the last minute to make for the reason Pedro is announcing to pass to all cash for avoiding leakage and for already avoiding whatever question can be passed already taken at our Investor Day as close as is going to be. So -- but I think our policy has not changed on that one. I think we are ready to make deals with shares, because I think it's true, and we have already a unique currency for making this sort of transaction. That is not very large and I think we'll make but I think certainly in the future, we make anything larger, we will use our shares as currency. So the policy has not changed.

Ignacio Cuenca Arambarri

executive
#45

We have now a question from Javier Suarez, Mediobanca and Jorge Guimarães, JB Capital Markets, related to something that you have already explained, but if you can detail again it's worthy for them is regarding the installed capacity of PNM in gas, coal and nuclear. What do you plan to do with fuel conventional generation? Can you elaborate on the commissioning plans and progressive substitution? Why acquiring thermal generation in the U.S. instead of using those funds in renewable organic growth? So something regarding the installed capacity of PNM.

Pedro Blazquez

executive
#46

Okay. So very quickly. First of all, let's remind everybody that it's regulated generation. So we're not buying merchant generation in the U.S. This is regulated generations or rate base. Out of the 2,800 megawatts, 2,087 are in rate base, so therefore, regulated as T&D. So you get return on equity on that. And you get that. I think out of that, we have solar, 157 in rate base. And then we have the stake in nuclear, and then we have the coal facilities. I think the coal facility, as we explained, to be shut down in '22. Let's not forget that '22 will be the first year of full consolidation. So therefore, by the end of that year, we will have no control of any coal asset. I think gas generation, as you know, gas generation in the U.S., I cannot think of almost any utility that doesn't have gas generation. But in this case is 800 megawatts of regulated gas generation and 158 of PPAs. In the case of the wind, 356 megawatts is what basically they call a contracted output included in rates, and therefore, they do not own the asset. The same thing for 15 megawatts coming out of the geothermal. In the case of solar, there is another 130 megawatts, they have contracted the output also through rates. But in that case, 50% odd is owned. So that's the reason why we don't see this as moving at all into the conventional generation. And in the case of coal generation, I think we have explained very clearly that by '22, the only asset control will be shut down.

Jose Sanchez Galán

executive
#47

I think also, I think the fact that we made, we offered the guarantee then that coal will be shut down. So I think we cannot guarantee that it will be shut down by 2022 as soon as we landed in the company.

Ignacio Cuenca Arambarri

executive
#48

Next question comes from Alberto Gandolfi, Goldman Sachs and Fernando Garcia, Royal Bank of Canada. Can you talk about CapEx and growth outlook for PNM? Bloomberg consensus has more than $20 million net income for 2021 and EUR 700 million EBITDA. Can growth be so strong versus 2019?

Jose Sanchez Galán

executive
#49

Pedro?

Pedro Blazquez

executive
#50

Yes. Thank you, Chairman. In relation with the CapEx, I think our estimates right now, we are working '21 to '24. I'm going to focus on '22 to '24. I think we're speaking roughly around EUR 700 million of CapEx per year. Just to get a feeling, I would say, in terms of the New Mexico and Texas numbers out of that is almost 90%. So 90% of that figure is going to be T&D. We have not put in the projections for that period anything at all about additional renewal opportunity. However, the governor in New Mexico has been named this year the greenest governor in the country. You have heard we're already there in green energy doing assets. They are our system transmission operator for the energy being transferred from Mexico into California and one of our assets. And therefore, those in excess of 600 megawatts that we know they had identified already, I think they are very clear in the messages. They don't have money, and they don't have the skills to develop, operate, build those assets. So it seems to us, that's an additional pipeline that we have there that I'm sure, working with the governor and the public commission, we'll be able to give it a push in the coming years.

Ignacio Cuenca Arambarri

executive
#51

Next question comes from Javier Suarez, Mediobanca; Jorge Guimarães, JB Capital Markets; Rob Pulleyn, Morgan Stanley; and Sam Arie, UBS and has another component. One is, which are the operational synergies between AVANGRID and PNM? And the second one is more strategic. Why does the company feels they need to go into a corporate deal with opportunities for organic growth already look like very significant?

Jose Sanchez Galán

executive
#52

So I think it's -- we -- our strategy, remind, I think the organic opportunities in distribution is none. I think we are the organic -- the only one is on the distribution companies we hold. And I think we are increasing our investment in New York, in Maine, in Connecticut, but I think that's far for our ambition. So I think they have the opportunity of jumping with a regulated asset base of $4 billion. So I think it's a unique opportunity in a base of something which has already been accretive from the day 1, which are already of opportunities of growth as well, not only in the area -- regulated area, which I think, as Pedro was mentioning, that the plans of investment in this company, but as well in nonregulated areas, I think I mentioned that we have all together between what -- we have in pipeline, plus what they have in pipeline. I think we have already close to 2,000 megawatts that can much easily been already transformed in a real power plant, that we are already not physically present in the area. So I think our ambition is growing and I think growing healthy. And I think that is a transaction offering. I think is -- we is regulated, is accretive. We can already finance easily and offer growth opportunities either in the line of regulated networks and transmission and distribution or in the area of renewables, and that is the deal. So in -- as well in the states, which are well-known for us, we are not discovering a state we've never been. I think we have presence in Texas, in New Mexico in many areas. I was mentioning that among others myself, personally, it was 15 years ago, 18 years ago, with a prince affiliate for inauguration of the chair of the New Mexico University about Advance Computing. We've been already sharing students, Americans and Spanish student to the U.K. University for these 50 years. We have already had, for many years, I think, with Palo Verde Paco, you've been already involved with that one nuclear power plant, which we've been already -- we have already just -- we then as well finish. It's in a state which is well known. I think we have already a lot of links with them. And I feel that if we go to states we know with people what we know with -- and even PNM, as Pedro mentioned, is our supplier of transmission for our -- as one of our wind farm, New Mexico, where we are exporting electricity to Texas -- Texas to California. So I think that fits absolutely, and it's absolutely current with our strategy for 20 years, growing in regulated business, growing in renewables, accretive, and I think is already maintaining our financial solidity. In geographical areas, that has growth and are well known. So that fits all.

Ignacio Cuenca Arambarri

executive
#53

Next question comes from on the Andrew Moulder, CreditSights. PNM is an EUR 8.5 billion enterprise value transaction. Do you expect to have to take any mitigating measures to maintain your current rating levels?

Pedro Blazquez

executive
#54

I think on that one, Chairman, and relation to credit 2 things. We have been analyzing, again with the approaches, as we mentioned, of a base case financing for AVANGRID. And what we have heard from the rating agencies a feedback is the ratios are not materially impacted at all because of the transaction. I put aside the strategic plan that we will comment it on November 5. And I think it's also clear that the profile of the new company is better than before because of the increase of regulated activities. From that point of view, I think that's the feat that we have achieved.

Ignacio Cuenca Arambarri

executive
#55

Next question comes from Michael Charlton, Santander. Moody has indicated that the AVANGRID PNM Resources transaction would increase the structural subordination at the Iberdrola Holdco level. How will this issue be addressed to avoid the risk of the downgrade of the holdco bonds?

Jose Sanchez Galán

executive
#56

As far as I know, we are going to make already an increase in share capital. So I think if we increase in share capital, it's not at all...

Ignacio Cuenca Arambarri

executive
#57

No, he has mentioned today, Iberdrola. But I could say that, that is true, Michael, that the structural subordination increased with this deal. But in the November 5, we will come with measures to reduce structurally this situation and to avoid that the plan will include this increase that I mentioned in this moment the rating agencies. But on November 5, Pepe will come with this situation. The next question regarding Sam Arie, UBS. Are the incremental growth opportunities after this merger, -- are there, sorry, incremental growth opportunities after this merger?

Jose Sanchez Galán

executive
#58

I think we have already replied. I think it's certain. It's increased opportunities in the area of transmission and distribution, the new states. As in the new cases, we will participate as well in these state objectives of the carbonization and electrification. So I think that will require more investment and that goes in transmission. And second, we will accelerate the construction of the pipeline we have already in both the states, so -- which I think that in both cases, I think is positive in terms of growth.

Ignacio Cuenca Arambarri

executive
#59

Next question and the last one comes from Jorge Guimarães, JB Capital Markets and José Javier Ruiz, Barclays. Should we assume that this acquisition means that there will be no acquisition in the U.K.?

Jose Sanchez Galán

executive
#60

I think as far as I know, we are already not taking a decision related to U.K., but I think is -- we, for the time being, we are more than concentrated in what we have today. I think we have the Investor Day on the 5th, and we will explain to you what is our organic expectation, including this one, because we will consider just organic, one has already been done. And I think that will be our plan. Our ambition in organic is so huge that we don't require already further investment on that one. But I think you will see all those things in our Investor Day. But certainly, we are not already, in this moment, very -- if I'm to do anything in Britain more than those things that we are making in this moment in an organic manner.

Ignacio Cuenca Arambarri

executive
#61

Okay. After 1.5 hours with this event, it's time to end with it. And please let me now give the floor to Mr. Galán to conclude with the day.

Jose Sanchez Galán

executive
#62

So thank you very much for taking part in this conference call. As always, Ignacio and his team of Investor Relations will provide you if you require any further information. Well, we hope to meet you again in November 5th on our Capital Market Day. In the meantime, probably in the next few days, we will announce something as well related to hydrogen that we will make public our plans with Fertiberia. So thank you very much, and see you on the 5th of November. Thank you.

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