Summary: N.V. Nederlandse Gasunie Primary Credit Analyst: Beatrice de Taisne, CFA, London (44) 20-7176-3938; [email protected] Secondary Contact: Alf Stenqvist, Stockholm (46) 8-440-5925; [email protected] Table Of Contents Rationale Outlook S&P Global Ratings Base-Case Scenario Business Risk Financial Risk Liquidity Government Influence Ratings Score Snapshot Related Criteria And Research WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 2, 2016 1 1647851 | 300381823 Summary: N.V. Nederlandse Gasunie Business Risk: EXCELLENT aaVulnerable Excellent a a- AA-/Stable/A-1+ Financial Risk: INTERMEDIATE Highly leveraged CORPORATE CREDIT RATING Minimal Anchor Modifiers Group/Gov't Rationale Business Risk: Excellent Financial Risk: Intermediate • Focus on low-risk, regulated gas transmission operations in The Netherlands and northern Germany. • Natural monopoly position in the Dutch natural gas market as the national gas transportation and infrastructure company. • Increasing revenues from new assets, although overall revenue is expected to decline. • Recovering credit metrics following the end of an obligation to repay part of previously charged tariffs to customers (the repayment obligation). • Sizable, partially debt-financed capital expenditure (capex) program exceeding €1.2 billion over 2016-2018. • Supportive owner in the State of The Netherlands, underpinned by reduced dividends since 2010. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 2, 2016 2 1647851 | 300381823 Summary: N.V. Nederlandse Gasunie Outlook: Stable Our stable outlook on Gasunie reflects that on the sovereign, and our opinion that a rating action or outlook revision on Gasunie's 100% owner, The Netherlands, would likely result in a similar action on Gasunie. We believe that a track record of improving credit metrics, combined with a continued stable regulatory framework, could lead to a revision of the company's stand-alone credit profile (SACP) to 'a' from 'a-'. However, all else being equal, this would not lead to a rating change because a one-notch movement of the SACP would not affect our issuer credit rating on Gasunie, under our criteria. Downside scenario We could lower the ratings on Gasunie if we downgraded the sovereign or if we revised down Gasunie's SACP by one-notch. We do not currently consider this likely given the company's strong financial performance. We would likely lower the ratings on Gasunie if its funds from operations (FFO) to debt declined sustainably below 13%. Upside scenario The potential for a positive rating action is limited, as it would result from a three-notch increase in Gasunie's SACP to 'aa-'. This could happen, however, if regulatory stability and visibility sustainably improved, supporting our view of the company's regulatory assessment, and if Gasunie's adjusted FFO to debt sustainably stabilized to at least 23%. S&P Global Ratings Base-Case Scenario Assumptions Key Metrics Our base case reflects the following assumptions: • Revenues will decrease due to the efficiency discounts required by the Dutch and German regulator, no longer compensated by revenues from new assets. • Capex of about €1.2 billion over 2016-2018. • After 2015, the FFO is expected to decrease due to tariff discounts imposed by the regulators, partly compensated by contributions of new assets. • Dividends pay-out of 60% over 2015-2017. FFO/debt (%) Debt/EBITDA (x) DCF/debt (%) 2016e 2017e 2018e 19-20 18-19 17-18 3.5-4.5 4.0-4.5 4.0-4.5 0-3 (2)-2 (2)-2 S&P Global Ratings-adjusted figures. e—Estimate. FFO--Funds from operations. DCF—Discretionary cash flow. S&P Global Ratings base case: • Gradual decrease in debt due to positive cash flows. • FFO to debt comfortably at 18%. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 2, 2016 3 1647851 | 300381823 Summary: N.V. Nederlandse Gasunie Business Risk: Excellent Our assessment of Gasunie's excellent business risk profile primarily reflects our view of the gas transmission sector's very low industry risk and The Netherlands' very low country risk. Gasunie's status as The Netherlands' only gas transmission and system operator (TSO) and as Northern Germany's TSO, its monopolistic positions under the Dutch and German regulatory regimes--which we deem supportive--and its low level of earnings volatility, support our assessment of the company's excellent competitive position. In our view, the interference in 2011 relating to the determination of the company's regulated asset base in The Netherlands, the harsh cuts on returns in the 2014-2016 regulatory period, and the company's expansion into midstream activities weaken the business risk profile and is reflected in a one-notch downward adjustment to the SACP. Financial Risk: Intermediate Our assessment of Gasunie's intermediate financial risk profile incorporates the low volatility of the company's cash flows. We benchmark Gasunie's credit measures against our low volatility table. The financial risk profile is underpinned by the company's strengthening credit metrics and our expectation of positive and growing discretionary cash flow, on the back of structurally declining capex, as gas infrastructure in The Netherlands is now mature. There are, however, some likely pressure on the company's financial profile post-2017, when a new regulatory period starts in The Netherlands. Liquidity: Adequate The short-term rating is 'A-1+'. We assess Gasunie's liquidity position as adequate, supported by our view that Gasunie's liquidity resources will exceed its funding needs by more than 1.1x in the 12 months from March 31, 2016, including debt issued in May 2016. Principal Liquidity Sources Principal Liquidity Uses • A cash balance of close to €60 million as of March 31, 2016; • A debt issuance of €650 million in May 2016; • Our expectation that Gasunie will generate FFO of about €764 million; and • Access to €750 million in an undrawn committed credit maturing after 12 months. • Expected capex of close to €325 million over the next 12 months; • Working capital outflow of close to €44 million • €1.5 billion in debt maturing in the next 12 months. Covenant Analysis The credit facility contains covenants that require Gasunie to comply with the Financial Management Grid Operator Decree (Besluit financieel beheer netbeheerder; published July 26, 2008, by the Dutch Ministry of Economic Affairs). The decree includes financial criteria applicable to Dutch network operators--including minimum credit ratings of at WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 2, 2016 4 1647851 | 300381823 Summary: N.V. Nederlandse Gasunie least 'BBB' (or equivalent). Gasunie is comfortably within the covenant headroom with an S&P Global Ratings' credit rating of 'AA-', five notches above the minimum threshold of 'BBB'. Government Influence We base our ratings on Gasunie on the company's SACP, which we assess at 'a-', and our opinion that there is a high likelihood that the government of The Netherlands would provide timely and sufficient extraordinary support to Gasunie in the event of financial distress, which raises the SACP by two notches. Our view that there is a high likelihood of extraordinary government support is based on our assessment of Gasunie's: • Very important role for the Dutch government, given the group's strategic importance as the sole owner and operator of the regulated high-pressure gas transmission network in The Netherlands. Gasunie plays an important role in implementing the Dutch government's policy of enhancing the gas infrastructure networks in the country and in securing the country's supply of gas; and • Strong link with the state, based on our opinion that the state will likely retain majority ownership of Gasunie. This also reflects the fact that the state is involved in Gasunie's strategic decisions, but that management is generally independent and makes autonomous business decisions. Ratings Score Snapshot Corporate Credit Rating AA-/Stable/A-1+ Business risk: Excellent • Country risk: Very low • Industry risk: Very low • Competitive position: Excellent Financial risk: Intermediate • Cash flow/Leverage: Intermediate Anchor: a Modifiers • Diversification/Portfolio effect: Neutral (no impact) • Capital structure: Neutral (no impact) • Financial policy: Neutral (no impact) • Liquidity: Adequate (no impact) • Management and governance: Satisfactory (no impact) • Comparable rating analysis: Negative (-1 notch) WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 2, 2016 5 1647851 | 300381823 Summary: N.V. Nederlandse Gasunie Stand-alone credit profile : a- • Related government rating: AAA • Likelihood of government support: High (+3 notches from SACP) Related Criteria And Research Related Criteria • • • • • • • • • • • • • Rating Government-Related Entities: Methodology And Assumptions, March 25, 2015 Methodology And Assumptions: Liquidity Descriptors For Global Corporate Issuers, Dec. 16, 2014 Key Credit Factors For The Regulated Utilities Industry, Nov. 19, 2013 Corporate Methodology: Ratios And Adjustments, Nov. 19, 2013 Industry Risk, Nov. 19, 2013 Group Rating Methodology, Nov. 19, 2013 Corporate Methodology, Nov. 19, 2013 Country Risk Assessment Methodology And Assumptions, Nov. 19, 2013 Methodology For Linking Short-Term And Long-Term Ratings For Corporate, Insurance, And Sovereign Issuers, May 7, 2013 Management And Governance Credit Factors For Corporate Entities And Insurers, Nov. 13, 2012 Stand-Alone Credit Profiles: One Component Of A Rating, Oct. 1, 2010 Use Of CreditWatch And Outlooks, Sept. 14, 2009 2008 Corporate Criteria: Rating Each Issue, April 15, 2008 Related Research • Netherlands-Based Gas Company Gasunie Ratings Raised To 'AA-/A-1+' After Sovereign Upgrade; Outlook Stable; Nov. 25, 2015 Business And Financial Risk Matrix Financial Risk Profile Business Risk Profile Minimal Modest Intermediate Significant Aggressive Highly leveraged Excellent aaa/aa+ aa a+/a a- bbb bbb-/bb+ aa/aa- a+/a a-/bbb+ bbb bb+ bb Strong Satisfactory a/a- bbb+ bbb/bbb- bbb-/bb+ bb b+ bbb/bbb- bbb- bb+ bb bb- b Weak bb+ bb+ bb bb- b+ b/b- Vulnerable bb- bb- bb-/b+ b+ b b- Fair WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 2, 2016 6 1647851 | 300381823 Copyright © 2016 by Standard & Poor's Financial Services LLC. 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