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INFRASTRUCTURE AND PROJECT FINANCE

CREDIT OPINION1 June 2018

Update

RATINGS

EWE AGDomicile Germany

Long Term Rating Baa1

Type LT Issuer Rating - FgnCurr

Outlook Stable

Please see the ratings section at the end of this reportfor more information. The ratings and outlook shownreflect information as of the publication date.

Contacts

Stefanie Voelz 44-20-7772-5555Senior Credit [email protected]

Neil Griffiths-Lambeth

44-20-7772-5543

Associate [email protected]

EWE AGUpdate following publication of 2017 results

SummaryThe credit quality of EWE AG (EWE, Baa1 stable) is supported by (1) the relatively stable andpredictable cash flows generated by its monopoly-regulated energy distribution activities;(2) long-term contracts that stabilise the competitive businesses of power generation, gasstorage and waste-to-energy; (3) the company's fairly strong market position in its coreregion, which somewhat reduces the risk inherent in its competitive supply activities; (4) itsgrowing expertise in renewable generation, particularly on- and offshore wind, and intelligentnetwork developments, both of which are key factors in the current German energy policy;and (5) our assumption that the company's interest in international markets, particularly inTurkey, and their contribution to consolidated cash flows will remain small.

German utilities continue to face a difficult operational environment with relatively lowmarket prices for conventional power generation, largely a reflection of a revised nationalenergy policy. EWE is less exposed to these developments than larger German peers, giventhe focus on monopoly-regulated network activities (see EBIT split in Exhibit 1), and itsincreased financial flexibility following the April 2016 sale of the company's stake in Germannatural gas company Verbundnetz Gas Aktiengesellschaft (VNG).

Exhibit 1

EWE's operating EBIT dominated by regulated and long-term contracted activitiesin € millions

-200

-100

0

100

200

300

400

500

600

700

2015 2016 2017 2018-E

Renewables, Grid & Storage Sales & Trading Internationalswb Holding operating EBIT

Note: For 2018, the company expects additional challenges from competitive and regulatory pressures, such that its operatingresults may be similar to 2015 results. We have assumed that the challenges apply primarily to the generation (largelyincorporated within the swb segment) and supply activities.Source: EWE, Moody's calculations and forecast

EWE's credit quality is constrained by the company's financial profile, which has been volatilein the past due to its gas activities, adverse weather patterns and contract terms. However,

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following the 2016 VNG sale, financial metrics have improved and we expect the company to remain well positioned within the currentguidance of funds from operations (FFO) to net debt above the high teens and retained cash flow (RCF) to net debt above the mid-teens, both in percentage terms.

The company is currently undertaking a strategic review, driven by the recently newly appointed members of the executivemanagement team, which may result in a refocus of the strategic objectives in relation to key growth opportunities in the national andinternational markets.

Credit Strengths

» Multi-utility focused on energy distribution and supply activities as well as telecommunication and information technology services

» Stable network operations and limited generation create some buffer against negative wholesale price developments affecting othergenerators

» Financial headroom after sale of VNG, but potentially diminishing subject to strategic investment decisions

Credit Challenges

» Low power prices reduce margins for conventional thermal generation but EWE's exposure is largely mitigated by its limitedconventional generation capacity compared with German peers and generally long-term capacity contracts to sell power orgeneration capacity benefiting from renewable subsidies

» Regulated network tariffs to reduce with the start of the next regulatory period in 2018/19 due to lower allowed equity returns

Rating OutlookThe rating outlook is stable, reflecting the company's core focus on regulated network activities and renewable generation, and limitedexposure to negative power price developments compared with its larger German peers. It also considers the successful conclusionof the VNG sale in April 2016 with proceeds being largely used to repay a portion of existing debt, leading to a commensurateimprovement in financial flexibility, which we expect the company to maintain.

Factors that Could Lead to an UpgradeWhile a rating upgrade is unlikely over the short-term, upward pressure could result from a sustainable improvement in financialmetrics, with FFO to net debt at least in the low twenties and RCF to net debt comfortably in the high teens, for example due to de-leveraging of the EWE group, or further savings from ongoing efficiency initiatives. Any potential upgrade would also have to considerthe probability that EWE may choose to support its shareholders in acquiring the remaining EWE shares from its minority shareholderEnBW Energie Baden-Württemberg AG (EnBW, Baa1 stable) by 2019, or the possibility of additional capital from a new strategicinvestor.

Factors that Could Lead to a DowngradeEWE's Baa1 ratings could come under downward pressure if the company were to exhibit financial metrics consistently below theminimum parameters outlined for the current rating, in particular, FFO to net debt falling below the high teens and RCF to net debtbelow the mid-teens, in percentage terms. Furthermore, we could consider a downgrade in case of a change in EWE's business riskprofile that would increase exposure to higher risk countries, such as Turkey, and/or result in increasing volatility of cash flows.

This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page onwww.moodys.com for the most updated credit rating action information and rating history.

2 1 June 2018 EWE AG: Update following publication of 2017 results


Key Indicators

Exhibit 2

Improved metrics following VNG sale in 2016

12/31/2017 12/31/2016 12/31/2015 12/31/2014 12/31/2013

(CFO Pre-W/C + Interest) / Interest 5.2x 3.8x 4.3x 3.3x 4.0x

(CFO Pre-W/C) / Net Debt 25.1% 22.8% 18.9% 13.6% 18.4%

RCF / Net Debt 21.1% 13.0% 16.2% 10.9% 15.6%

Note: All ratios are based on 'Adjusted' financial data and incorporate Moody's Global Standard Adjustments for Non-Financial CorporationsSource: Moody's Financial Metrics™

ProfileHeadquartered in Oldenburg, Germany, EWE AG is one of Germany's largest regional utilities and provides energy distribution andsupply as well as telecommunications and IT services to customers in the federal state of Lower Saxony and parts of eastern Germany.EWE is currently owned 6% by EnBW and 84% by two holding companies which altogether represent 21 local cities and municipalities/counties located in the state of Lower Saxony. The remaining 10% are held by EWE itself.

Exhibit 3

EWE owned 84% by local cities and municipalities

Source: EWE AG

Detailed Credit ConsiderationsFocus on low-risk activities but these cash flows will be squeezed over the medium termApproximately 50-60% of EWE's operating profits are derived from regulated network infrastructure businesses, which generate stableand predictable cash flows.

We consider the German regulatory regime well-defined, with key aspects of the revenue building blocks enshrined in law, anddesigned to provide adequate and fair remuneration for operating expenditure and investments. However, introduced in 2009, theGerman incentive-based regime has a shorter track record than other Western European jurisdictions and regulatory principles are stillevolving.

The current regulatory period runs from 2013-2017 for gas distribution and 2014-2018 for electricity distribution networks, providingsome certainty of cash flows over that period. Allowed equity returns are set at 9.05% p.a. (nominal pre-corporate tax and post-tradetax) or 7.14% for asset built before 2006, which is higher than seen in most other jurisdiction. However, the regulator is recognising thatthe persistently low interest rate environment is resulting in lower funding costs for network companies, and the allowed equity returnswill reduce to 6.91% (or 5.12% for pre-2006 assets) for the third regulatory period.



Exhibit 4

Fall in allowed equity return from 2019

1st Period Germany

(2009/10-12/13)

2nd Period Germany

(2013/14-17/18)

BNetzA decision 2016

3rd Period Germany

(2018/19-22/23)

Risk-free rate 4.23% 3.80% 2.49%

Market risk premium 4.55% 5.44% 3.80%

Equity Beta 0.79 0.66 0.83

Equity risk premium 3.59% 3.59% 3.15%

Cost of Equity (post-tax) - new assets 7.82% 7.39% 5.64%

Cost of Equity (pre-tax) - new assets 9.29% 9.05% 6.91%

Inflation factor 1.45% 1.56% 1.46%

Cost of Equity (pre-tax) - old assets 7.56% 7.14% 5.12%

Note: Under the German regime, the cost of equity allowance differs for assets acquired or built before 2006 ('old' assets) and after 2006 ('new' assets). Old assets receive a real equityreturn adjusted for inflation, new assets receive a nominal return.Source: BNetzA, Moody's calculations

While the proposed cut follows a trend seen across many European jurisdictions and is broadly in line with our expectations, given themethodological approach of calculation, it will result in reduced financial flexibility across network companies.

We note that, on 22 March 2018, the higher regional court in Düsseldorf concluded that the allowed equity return determined by theBNetzA for the next regulatory period may have been set too low because – in the court’s opinion – the regulator did not adequatelyreflect all available evidence when taking the decision to cut the return. The BNetzA has appealed to the highest national court, andwe do not expect a conclusion before 2019. Even if there ultimately was a reset, which resulted in a higher equity return allowance, theregulator has yet to determine company-specific and sector-wide efficiency assumptions for the electricity networks, expected laterthis year, which could reduce any benefit of higher returns. We note, however, that EWE's electricity and gas networks are consideredto be among the most efficient by national comparison.

The BNetzA has set the sector-wide efficiency factor for gas networks at 0.49% p.a. for the third regulatory period, down from 1.5%p.a. during the second (and 1.25% p.a. in the first regulatory period), but it remains unclear whether a similar reduction will apply to theelectricity networks. We understand that there is also a court appeal pending on the sector-wide productivity factor, which the industrydeems too high still.

Approximately 15-20% of EWE's operating profits come from renewable generation, which we view as lower risk than conventionalgeneration, given the feed-in tariffs guaranteed by the German government. This regime limits EWE's risks essentially to the output ofthe plants, which is subject to weather conditions and technical losses. However, existing installations are not exposed to market pricerisks. While existing generation capacity may start to come off feed-in tariffs from 2021, the earliest plants are comparably small, andwe expect the impact on cash flows to be limited.

The cash flow volatility of some of EWE's other activities is reduced due to existing long-term contracts. This is particularly the casein the gas storage business (around 15% of group operating profits), with ca. two-thirds of capacity being contracted over a period inexcess of five years (50% is for own use). This protects divisional profits from adverse effects of low gas storage prices in the contextof a generally oversupplied German gas market and compressed winter-summer spreads. We note the current market trend towardsshorter term contracts, which will become a consideration once the original contracts expire; however, given remaining contract lifetimes, we expect no negative implications over the coming three to five years.

Reduced exposure to generation and gas supply...EWE owns and operates a conventional thermal generation fleet of approximately 957 mega watts (MW) installed capacity, andrenewable generation, primarily on- and off-shore wind, of around 425 MW. Over the past three years, but particularly in the beginningof 2016, the profitability of conventional plants in Germany has suffered from weak fuel prices (coal and natural gas), low carbon pricesas well as compressed generation margins (both clean dark and spark spreads). In this unfavourable environment, however, EWE hasmanaged to de-risk more than half of its generation portfolio by entering into or amending existing bilateral supply contracts with



several industrial consumers. We understand that these individual contracts transfer market risks to customers, while, at the same time,EWE will safeguard a small level of profitability for the underlying generation capacities.

Overall, EWE is much less exposed than its larger German peers, E.ON SE (Baa2 stable) and RWE AG (Baa3 stable), to the lowwholesale power prices.

While prices have now recovered to around €35-40/MWh from a significant fall in early 2016, this has been largely on the back ofrising carbon costs, and both clean dark and clean spark spreads remain weak. This means that most conventional thermal generationassets (excluding lignite) will struggle to make a profit in the current environment. More modern, flexible plant may benefit fromperiods of high demand and spikes in power prices. Longer term, post 2020, we may see power prices tightening as some conventionalplant (nuclear, old thermal) leave the market.

Exhibit 5

German power prices increased on the back of rising EU CO2 pricesExhibit 6

German clean dark and spark spreads remain weak

0

5

10

15

20

25

30

35

40

45

German Power 1-Y Fwd (€/MWh) EU CO2 1-Y-Fwd (€/tonne)

Source: Factset

-20

-15

-10

-5

0

5

10

German Clean Spark 1-Y-Fwd (€/MWh)

German Clean Dark 1-Y-Fwd (€/MWh)

Source: Factset

Taking into account the contracted capacity and generally small generation portfolio, which is primarily coal-fired, we have estimatedthat a decline in clean dark spreads by €3/MWh would result in around 1% reduction in operating profits.

On the gas side, EWE has a number of long-term take-or-pay arrangements. In common with the major German gas importersand integrated utilities, EWE's profitability has been affected negatively by the movement of the gas/oil spread, which meant thatthe oil-price linked contracts were more expensive than buying gas on the spot market. We understand that EWE has managed torenegotiate more than 95% of its supply portfolio to market-based pricing going forward. As a result, gas/oil spread risks have declinedconsiderably.

… resulting in low exposure to decarbonisation risksThe European Union has committed to reduce greenhouse gas emissions by 40% from 1990 levels and to increase the contributionof renewables to energy demand to 27% by 2030. These targets, agreed in 2014, formed the basis of the EU’s Nationally DeterminedContributions incorporated into the Paris Agreement, and are designed to significantly decarbonise the region’s economies. We believethat unregulated utilities, which account for 40% of EU carbon emissions, will need to deliver a significant share of the reductions, andthat this will create a variety of risks and opportunities for individual utilities.

EWE faces low risk compared with peers, given its very small generation exposure as well as focus on renewables and network activities.Moody’s framework for assessing the risk associated with decarbonisation in this industry is set out in Carbon Transition Brings Risksand Opportunities for Unregulated Utilities, published in October 2016.

Domestic supply activities are subject to strong competition, but local roots enhance customer 'stickiness'EWE's domestic sales & trading activities are subject to intensifying competition and could suffer pressure on supply margins.Domestically, the company has greater exposure to electricity sales than gas, which generally face more intense competition. However,


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like its smaller municipal peers, the so-called Stadtwerke, EWE benefits from its regional roots and strong brand recognition, typicallyresulting in better customer retention.

Risk of international activities remains manageable at their small sizeInternational operations are focused on Turkey and Poland and largely related to gas distribution and sales activities. While weconsider these activities to be of higher risk than the core domestic business, particularly considering ongoing political and economicaldevelopments in Turkey, their contribution to operating profit remains small (accounting for around 5% of consolidated operatingEBIT).

Following recent management changes, EWE is undergoing a strategic review, intended to conclude in summer 2018, which will alsoconsider the international operations, and we currently expect that an increase in the international exposure is very unlikely.

Financial profile significantly improved as proceeds from VNG sale create financial flexibility in the medium termTo counteract a challenging market environment, and in common with its peers, EWE has focused on increasing its efficiency andachieved material cost savings over the past five years. Management targets further efficiencies in the coming years.

The significant improvement in financial metrics since 2016 was also a result of lower debt post the sale of VNG. EWE owned a 47.9%minority stake in the German natural gas company VNG from 2004, but became the majority shareholder in 2014 when it increasedits stake to 63.7%. In July 2015, EWE acquired a further 10.52% of the shares from Gazprom Germania GmbH, taking its stake to74.2%.

In October 2015, EWE announced that it would sell its stake in VNG to EnBW, which itself would divest of its 26% shareholding inEWE. EWE bought 10% of its own shares for a consideration of €504.8 million. Its then 74% owner, the Ems-Weser-Elbe Versorgungs-und Entsorgungsverband (EWE Verband), an association of municipalities and provinces in the area of EWE's core operations, alsopurchased 10% in EWE's shares and will acquire the remaining 6% by 2019.

The sale concluded in April 2016, with EWE receiving the differential between the value of the agreed price for VNG's shares and the€504.8 million the company spent on acquiring its own shares. Overall proceeds amounted to around €1.5 billion and the companyapplied these, in part, to repay a portion of its existing debt. While EWE will also consider additional investments to further ongoingbusiness opportunities in its core focus areas, including renewables and smart grid developments, the company will be much morecomfortably positioned within its current rating category, providing financial flexibility in a challenging market environment.

Exhibit 7

Moody's projected metrics and positioning against minimum guidance for Baa1 rating

10%

15%

20%

25%

30%

2012 2013 2014 2015 2016 2017 2018-E 2019-E 2020-E

FFO/Net Debt minimum guidance for Baa1 RCF/Net Debt minimum guidance for Baa1

Note: (1) All ratios are based on 'Adjusted' financial data and incorporate Moody's Global Standard Adjustments for Non-Financial Corporations. (2) Projections represent Moody's forwardview, not the view of the issuer, and unless noted in the text, does not incorporate significant acquisitions and divestitures.Source: Moody's

While EWE's credit metrics improved following disposal of the VNG stake, the company also paid out a portion of the proceeds as aspecial dividend. Management may also decide to support the EWE Verband in funding acquisition by 2019 of the remaining 6% of



shares in EWE still held by EnBW. However, upon completion of the new management's strategic review later this year, EWE and theEWE Verband aim to find a new strategic partner to invest in up to 26% of EWE's shares, providing some mitigation against this risk.

Liquidity AnalysisEWE's liquidity position is strong. As of December 2017, the company reported cash and cash equivalents of €608 million. In additionto that, EWE has €750 million committed funds available under a syndicated revolving credit facility which matures in November 2022(with a one-year extension option). The company also has available short-term bilateral facilities of around €457 million, of which€187 million were drawn at December 2017. All credit facilities are reported to be free of restrictive covenants and MAC clauses, andrepresent reliable sources of liquidity.

EWE's main uses of cash in the next 12-18 months include capital expenditure, an annual dividend payment of typically around €90million, though higher in 2016 to reflect the book gain achieved from the VNG sale, and debt refinancing requirements. The next majorrepayment include the €372 million bond due in October 2019 and the €365 million bond due November 2020.

Exhibit 8

EWE's bond maturitiesin € millions

0

50

100

150

200

250

300

350

400

450

500

2018 2019 2020 2021 2022 thereafter

Source: EWE annual report 2017



Rating Methodology and Scorecard FactorsEWE is rated under Moody's rating methodology for Unregulated Utilities and Power Companies, published in May 2017. Comparedwith most of its German peers, EWE benefits from (1) a much lower direct exposure to merchant generation power prices in thechallenging German power market (nevertheless, it must continue to manage its procurement strategy and margins in respect ofits downstream customer base); (2) an entrenched and rather stable customer base in its core markets; and (3) a materially higherproportion of earnings from low risk monopoly-regulated network activities. These comparative strengths support a final rating that ishigher than the grid-indicated rating.

Exhibit 9

EWE AG - Rating Factors Grid

Unregulated Utilities and Unregulated Power Companies Industry Grid [1][2]

Factor 1 : Scale (10%) Measure Score Measure Score

a) Scale (USD Billion) A A A A

Factor 2 : Business Profile (40%)

a) Market Diversification Ba Ba Ba Ba

b) Hedging and Integration Impact on Cash Flow Predictability Baa Baa Baa Baa

c) Market Framework & Positioning Ba Ba Ba Ba

d) Capital Requirements and Operational Performance Baa Baa Baa Baa

e) Business Mix Impact on Cash Flow Predictability Aaa Aaa Aaa Aaa

Factor 3 : Financial Policy (10%)

a) Financial Policy Baa Baa Baa Baa

Factor 4 : Leverage and Coverage (40%)

a) (CFO Pre-W/C + Interest) / Interest (3 Year Avg) 4.3x Baa 4x - 7x Baa

b) (CFO Pre-W/C) / Net Debt (3 Year Avg) 22.0% Baa 20% - 25% Baa

c) RCF / Net Debt (3 Year Avg) 16.8% Baa 15% - 20% Baa

Rating:

a) Indicated Rating from Grid Baa2 Baa2

b) Actual Rating Assigned Baa1

Current

FY 12/31/2017

Moody's 12-18 Month Forward

View

As of May 2018 [3]

Note: (1) All ratios are based on 'Adjusted' financial data and incorporate Moody's Global Standard Adjustments for Non-Financial Corporations. (2) As of 21/31/2017. (3) This representsMoody's forward view, not the view of the issuer, and unless noted in the text, does not incorporate significant acquisitions and divestitures.Source: Moody's Financial Metrics™

Given its ownership structure, EWE's final rating also takes into account the joint default analysis under our rating methodologyfor government-related issuers, published in August 2017, inter alia reflecting (1) our assessment of low probability of extraordinarysupport by the municipalities that own EWE, due to the fragmented nature of EWE's municipal ownership; and (2) our assessment ofmoderate dependence, which takes into account that a large part of EWE's revenues are generated within the regions and cities thatalso comprise EWE's municipal owners, but part of EWE's earnings are generated outside of Lower Saxony.

Given the low support assumption under a generally fragmented municipal ownership structure, EWE's Baa1 rating is in line with thecompany's stand-alone credit quality absent any extraordinary assumed support, the so-called baseline credit assessment (BCA).While EWE's ratings may be impacted by changes in the GRI input factors, e.g. the credit quality of the supporting municipalities, orour assessment of default dependence and support, we note that given the assumed low probability of support from EWE's ultimatemunicipal shareholders, the potential for rating uplift from the BCA remains generally limited.





Appendix

Exhibit 10

Peer comparison table

FYE

Dec-2015

FYE

Dec-2016

FYE

Dec-2017

FYE

Dec-2015

FYE

Dec-2016

FYE

Dec-2017

FYE

Dec-2015

FYE

Dec-2016

FYE

Dec-2017

FYE

Dec-2015

FYE

Dec-2016

FYE

Dec-2017

FYE

Dec-2015

FYE

Dec-2016

FYE

Dec-2017

Revenue 7,819€ 7,566€ 8,251€ 2,136€ 2,047€ 2,216€ 21,167€ 19,368€ 21,974€ 42,656£ 38,173£ 37,965£ 43,456€ 41,549€ 41,119€

EBITDA 859€ 960€ 1,050€ 432€ 496€ 604€ 2,616€ 136€ 2,648€ 6,163£ 2,714£ 9,179£ 4,713€ 4,192€ 3,995€

Total Assets 9,929€ 8,630€ 9,302€ 6,597€ 6,590€ 6,495€ 38,441€ 38,835€ 39,209€ 113,575£ 63,081£ 55,516£ 58,763€ 47,617€ 47,480€

Debt 3,729€ 2,834€ 3,387€ 2,037€ 1,901€ 1,477€ 19,621€ 23,122€ 18,556€ 35,966£ 39,526£ 27,065£ 25,046€ 23,737€ 22,806€

Cash & Cash Equivalents 357€ 455€ 761€ 336€ 312€ 223€ 12,736€ 12,554€ 9,430€ 10,933£ 11,029£ 6,127£ 2,444€ 4,067€ 3,324€

Net Debt 3,372€ 2,379€ 2,626€ 1,702€ 1,589€ 1,254€ 6,884€ 10,567€ 9,126€ 25,033£ 28,497£ 20,938£ 22,602€ 19,670€ 19,482€

(CFO Pre-W/C) / Net Debt 18.9% 22.8% 25.1% 29.0% 33.7% 48.8% 38.6% 16.3% 18.5% 23.8% 13.1% 31.8% 10.4% 16.4% 17.3%

RCF / Net Debt 16.2% 13.0% 21.1% 23.4% 27.7% 41.1% 33.9% 13.6% 17.2% 20.6% 9.3% 29.2% 5.9% 11.4% 10.4%

(CFO Pre-W/C) + Interest 4.3x 3.8x 5.2x 6.6x 8.2x 10.1x 4.9x 3.3x 3.3x 4.3x 3.3x 4.4x 4.0x 5.2x 6.0x

EWE AG EVN AG EnBW AG E.ON SE innogy SE

Baa1 Sta A2 Pos (P)Baa1 Sta (P)Baa2 Sta (P)Baa2 Sta

Note: All figures & ratios calculated using Moody’s estimates & standard adjustments. FYE = Financial Year-End. LTM = Last Twelve Months. RUR* = Ratings under Review, where UPG = forupgrade and DNG = for downgrade.Source: Moody’s Financial Metrics™.

Exhibit 11

EWE's adjusted debt breakdown

(in EUR Millions)FYE

Dec-12

FYE

Dec-13

FYE

Dec-14

FYE

Dec-15

FYE

Dec-16

FYE

Dec-17

As Reported Debt 3,151.0 3,170.0 2,432.2 2,412.0 1,612.7 1,823.2

Pensions 934.4 916.7 1,011.8 928.0 919.4 1,153.4

Operating Leases 157.2 172.2 178.2 184.8 195.0 204.6

Non-Standard Adjustments 22.1 17.7 201.8 204.0 106.7 205.9

Moody's-Adjusted Debt 4,264.7 4,276.6 3,824.0 3,728.8 2,833.8 3,387.1

Note: All figures & ratios calculated using Moody’s estimates & standard adjustments.Source: Moody’s Financial Metrics™.

Exhibit 12

EWE's adjusted EBITDA breakdown

(in EUR Millions)FYE

Dec-12

FYE

Dec-13

FYE

Dec-14

FYE

Dec-15

FYE

Dec-16

FYE

Dec-17

As Reported EBITDA 889.5 969.7 857.5 808.6 1,268.0 1,079.1

Pensions -4.1 -11.7 1.8 0.0 -92.1 -0.8

Operating Leases 26.2 28.7 29.7 30.8 32.5 34.1

Interest Expense – Discounting -8.0 -8.4 -11.2 -6.3 -10.7 -12.0

Unusual 42.7 22.5 2.1 5.7 -240.2 -59.2

Non-Standard Adjustments -42.7 -13.6 -113.6 20.4 2.4 8.5

Moody's-Adjusted EBITDA 903.6 987.2 766.3 859.2 959.9 1,049.7




Exhibit 13

EWE AGSelected historical adjusted financials

(in EUR Millions)

FYE

Dec-2013

FYE

Dec-2014

FYE

Dec-2015

FYE

Dec-2016

FYE

Dec-2017

Income Statement

Revenue 8,863 8,134 7,819 7,566 8,251

% Change In Sales (Yoy) 3.2% -8.2% -3.9% -3.2% 9.0%

EBITDA 987 766 859 960 1,050

EBITDA Margin % 11.1% 9.4% 11.0% 12.7% 12.7%

EBIT 516 314 399 499 588

EBIT Margin % 5.8% 3.9% 5.1% 6.6% 7.1%

Interest Expense 205 203 194 205 157

Net Income 126 187 111 221 303

Balance Sheet

Cash & Cash Equivalents 882 364 357 455 761

Current Assets 2,940 2,020 1,833 1,940 2,445

Net Property Plant And Equipment 5,406 5,357 5,305 5,122 5,134

Non-Current Assets 7,572 7,959 6,844 6,690 6,857

Total Assets 10,543 9,979 9,929 8,630 9,302

Current Liabilities 2,674 2,053 2,728 1,792 1,952

Debt 4,277 3,824 3,729 2,934 3,387

Non-Current Liabilities 4,888 4,763 4,669 4,029 4,649

Total Liabilities 7,581 6,816 7,397 5,821 6,601

Total Equity 2,961 3,163 2,532 2,810 2,700

Total Liabilities & Equity 10,543 9,979 9,929 8,630 9,302

Cash Flow

Funds From Operations 622 467 635 548 643

Cash Flow From Operations 431 797 736 515 698

Capital Expenditures -507 -365 -398 -392 -364

RCF 530 378 547 322 555

FCF -169 344 249 -103 246

Ratios

(CFO Pre-W/C) / Interest Expense 4.0x 3.3x 4.3x 3.8x 5.2x

(CFO Pre-W/C) / Net Debt 18.4% 13.6% 18.9% 22.8% 25.1%

RCF / Net Debt 15.6% 10.9% 16.2% 13.0% 21.1%


Ratings

Exhibit 14Category Moody's RatingEWE AG

Outlook StableIssuer Rating Baa1Senior Unsecured -Dom Curr Baa1

Source: Moody's Investors Service



© 2018 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved.

CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. AND ITS RATINGS AFFILIATES (“MIS”) ARE MOODY’S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDITRISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND MOODY’S PUBLICATIONS MAY INCLUDE MOODY’S CURRENT OPINIONS OF THERELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MOODY’S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITYMAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGSDO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS AND MOODY’SOPINIONS INCLUDED IN MOODY’S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. MOODY’S PUBLICATIONS MAY ALSO INCLUDE QUANTITATIVEMODEL-BASED ESTIMATES OF CREDIT RISK AND RELATED OPINIONS OR COMMENTARY PUBLISHED BY MOODY’S ANALYTICS, INC. CREDIT RATINGS AND MOODY’SPUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT AND DO NOTPROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. NEITHER CREDIT RATINGS NOR MOODY’S PUBLICATIONS COMMENT ON THESUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY’S ISSUES ITS CREDIT RATINGS AND PUBLISHES MOODY’S PUBLICATIONS WITH THE EXPECTATIONAND UNDERSTANDING THAT EACH INVESTOR WILL, WITH DUE CARE, MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FORPURCHASE, HOLDING, OR SALE.

MOODY’S CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS AND INAPPROPRIATE FORRETAIL INVESTORS TO USE MOODY’S CREDIT RATINGS OR MOODY’S PUBLICATIONS WHEN MAKING AN INVESTMENT DECISION. IF IN DOUBT YOU SHOULD CONTACTYOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER. ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO, COPYRIGHT LAW,AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTEDOR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANYPERSON WITHOUT MOODY’S PRIOR WRITTEN CONSENT.

CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT INTENDED FOR USE BY ANY PERSON AS A BENCHMARK AS THAT TERM IS DEFINED FOR REGULATORY PURPOSESAND MUST NOT BE USED IN ANY WAY THAT COULD RESULT IN THEM BEING CONSIDERED A BENCHMARK.

All information contained herein is obtained by MOODY’S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as wellas other factors, however, all information contained herein is provided “AS IS” without warranty of any kind. MOODY'S adopts all necessary measures so that the information ituses in assigning a credit rating is of sufficient quality and from sources MOODY'S considers to be reliable including, when appropriate, independent third-party sources. However,MOODY’S is not an auditor and cannot in every instance independently verify or validate information received in the rating process or in preparing the Moody’s publications.

To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability to any person or entity for anyindirect, special, consequential, or incidental losses or damages whatsoever arising from or in connection with the information contained herein or the use of or inability to use anysuch information, even if MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers is advised in advance of the possibility of such losses ordamages, including but not limited to: (a) any loss of present or prospective profits or (b) any loss or damage arising where the relevant financial instrument is not the subject of aparticular credit rating assigned by MOODY’S.

To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability for any direct or compensatorylosses or damages caused to any person or entity, including but not limited to by any negligence (but excluding fraud, willful misconduct or any other type of liability that, for theavoidance of doubt, by law cannot be excluded) on the part of, or any contingency within or beyond the control of, MOODY’S or any of its directors, officers, employees, agents,representatives, licensors or suppliers, arising from or in connection with the information contained herein or the use of or inability to use any such information.

NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCHRATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY’S IN ANY FORM OR MANNER WHATSOEVER.

Moody’s Investors Service, Inc., a wholly-owned credit rating agency subsidiary of Moody’s Corporation (“MCO”), hereby discloses that most issuers of debt securities (includingcorporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by Moody’s Investors Service, Inc. have, prior to assignment of any rating,agreed to pay to Moody’s Investors Service, Inc. for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,500,000. MCO and MIS also maintainpolicies and procedures to address the independence of MIS’s ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO andrated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually atwww.moodys.com under the heading “Investor Relations — Corporate Governance — Director and Shareholder Affiliation Policy.”

Additional terms for Australia only: Any publication into Australia of this document is pursuant to the Australian Financial Services License of MOODY’S affiliate, Moody’s InvestorsService Pty Limited ABN 61 003 399 657AFSL 336969 and/or Moody’s Analytics Australia Pty Ltd ABN 94 105 136 972 AFSL 383569 (as applicable). This document is intendedto be provided only to “wholesale clients” within the meaning of section 761G of the Corporations Act 2001. By continuing to access this document from within Australia, yourepresent to MOODY’S that you are, or are accessing the document as a representative of, a “wholesale client” and that neither you nor the entity you represent will directly orindirectly disseminate this document or its contents to “retail clients” within the meaning of section 761G of the Corporations Act 2001. MOODY’S credit rating is an opinion asto the creditworthiness of a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail investors. It would be recklessand inappropriate for retail investors to use MOODY’S credit ratings or publications when making an investment decision. If in doubt you should contact your financial or otherprofessional adviser.

Additional terms for Japan only: Moody's Japan K.K. (“MJKK”) is a wholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly-owned by Moody’sOverseas Holdings Inc., a wholly-owned subsidiary of MCO. Moody’s SF Japan K.K. (“MSFJ”) is a wholly-owned credit rating agency subsidiary of MJKK. MSFJ is not a NationallyRecognized Statistical Rating Organization (“NRSRO”). Therefore, credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by anentity that is not a NRSRO and, consequently, the rated obligation will not qualify for certain types of treatment under U.S. laws. MJKK and MSFJ are credit rating agencies registeredwith the Japan Financial Services Agency and their registration numbers are FSA Commissioner (Ratings) No. 2 and 3 respectively.

MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferredstock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any rating, agreed to pay to MJKK or MSFJ (as applicable) for appraisal and rating services rendered by it feesranging from JPY200,000 to approximately JPY350,000,000.

MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements.

REPORT NUMBER 1125453


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