Contents
3
Financial statements for the year ended 31 December 2022 21
Statement of comprehensive income 22
Statement of financial position 23
Statement of changes in equity 24
Statement of cash flows 25
Notes to the financial statements 26
Other information 80
Report of the independent auditor 81
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4
General information
The Management of the Company hereby presents its financial statements for the financial year ended
on 31 December 2022.
where
74.99% of the shares are held by Enel Holding Finance S.r.l (direct parent) and 25.01% of the shares
are held by Enel S.p.A., both companies, have their seats in Rome, Italy. 100% of the shares of Enel
Holding Finance S.r.l. are held by Enel S.p.A. Therefore, Enel S.p.A. is the ultimate controlling
shareholder of the Company.
The Company is registered with the trade register of the Dutch chamber of commerce under number
34313428. The Company operates as a financing company for the Enel Group , raising funds
through bond issuances, loans and other facilities and on turn lending the funds so raised to the
companies belonging to the Enel Group.
Significant events in 2022
A triple-tranche Euro 2,750 million "Sustainability-Linked Bond" in the Eurobond market
On 10 January 2022 the Company launched a multi-tranche -
institutional investors in the Eurobond market for a total of Euro 2,750 million.
The issue is structured in the following three tranches:
- Euro 1,250 million at a fixed rate of 0.250%, with settlement date set on 17 January 2022,
maturing 17 November 2025:
the issue price has been set at 99.829% and the effective yield at maturity is equal to 0.295%;
the interest rate will remain unchanged to maturity, subject to the achievement of a
kWhas of
31 December 2023;
if the SPT is not achieved, a step-up mechanism will be applied, increasing the rate by 25 bps
as of the first interest period subsequent to the publication of the report issued by an external
verifier in respect of the Direct Greenhouse Gas Emissions Amount and the methodology for
measuring CO2eq emissions applied by the Enel Group;
- Euro 750 million at a fixed rate of 0.875%, with settlement date set on 17 January 2022,
maturing 17 January 2031:
the issue price has been set at 98.700% and the effective yield at maturity is equal to 1.027%;
the interest rate will remain unchanged to maturity, subject to the achievement of an SPT
equal to or lower than 140gCO2eq/kWhas of 31 December 2024;
if the SPT is not achieved, a step-up mechanism will be applied, increasing the rate by 25 bps
as of the first interest period subsequent to the publication of the report issued by an external
verifier in respect of the Direct Greenhouse Gas Emissions Amount and the methodology for
measuring CO2eq emissions applied by the Enel Group;
- Euro 750 million at a fixed rate of 1.250%, with settlement date set on 17 January 2022,
maturing January 17th, 2035:
the issue price has been set at 99.334% and the effective yield at maturity is equal to 1.306%;
5
the interest rate will remain unchanged to maturity, subject to the achievement of an SPT
equal to or lower than 82gCO2eq/kWhas of 31 December 2030;
if the SPT is not achieved, a step-up mechanism will be applied, increasing the rate by 25 bps
as of the first interest period subsequent to the publication of the report issued by an external
verifier in respect of the Direct Greenhouse Gas Emissions Amount and the methodology for
measuring CO2eq emissions applied by the Enel Group.
An increase of Sustainable Development Goal 'nK=@o( LQbWUd @eQbQ^dUUT >eb_ Commercial
Paper Program
On 31 March 2022 the Company entered into update of SDG Target Euro Commercial Paper Program
aiming to increase the maximum aggregate amount of notes that may be issued and outstanding at
any time to Euro 8,000 million.
A GBP 750 million sustainability-linked bond
On 5 April 2022 the Company launched in the market a pound sterling single- -
GBP 750 million, equivalent to approximately
Euro 898 million.
The issuance is structured as a single tranche of GBP 750 million paying a rate of 2.875% maturing
on 11 April 2029. The issue price has been set at 99.947% and the effective yield at maturity is equal
to 2.883%. The settlement date for the issue was 11 April 2022.
The interest rate will remain unchanged to maturity, subject to the achievement of an SPT equal to or
lower than 140gCO2eq/kWh at 31 December 2024.
If the SPT is not achieved, a step-up mechanism will be applied, increasing the rate by 25 bps as of
the first interest period subsequent to the publication of the report issued by an expert external verifier
in respect of the intensity of direct greenhouse gas emissions and the methodology for measuring
CO2eq emissions applied by the Enel Group.
The sustainability-linked revolving credit facility
restatement agreement to increase by 3.5 billion euros the amount of the 10 billion euro
Sustainability-Linked revolving credit facility signed in March 2021 with a pool of financing institutions.
The agreement envisages that the Euro 3,500 million increase will be made available for three years,
up until May 2025, and, alongside the main Euro 10,000 million tranche maturing in May 2026, will
position.
The Facility, whose main financing conditions did not change following the amendment and
restat
House Gas Emissions intensity.
Based on the achievement of a Direct Green House Gas Emissions amount equal to or lower than 148
gCO2eq/kWh by 31 December 2023, a step-up/step-down mechanism is envisaged, which will impact
6
the margin applicable to subsequent drawings of the Facility as well as the commitment fees for any
unused portion of the credit facility.
A multi-tranche USD 3,500 million sustainability-linked bond in the U.S. and international
markets
On 8 June 2022 the Company launched a multi-tranche Sustainability-Linked Bond for institutional
investors in the US and international markets totaling USD 3,500 million, equivalent to about Euro
3,362 million.
The issue is structured in the following four tranches:
- USD 750 million at a fixed rate of 4.250%, with settlement date set on 15 June 2022, maturing
15 June 2025:
the issue price was set at 99.580% and the effective yield at maturity is equal to 4.401%;
the interest rate will remain unchanged to maturity, subject to achievement of a Sustainability
at 31 December 2023;
if the SPT is not achieved, a step-up mechanism will be applied, increasing the rate by 25 bps
as of the first interest period subsequent to the publication of the report issued by an expert
external verifier in respect of the intensity of direct greenhouse gas emissions and the
methodology for measuring CO2eq emissions applied by the Enel Group;
- USD 750 million at a fixed rate of 4.625%, with settlement date set on 15 June 2022, maturing
15 June 2027:
the issue price was set at 99.788% and the effective yield at maturity is equal to 4.673%;
the interest rate will remain unchanged to maturity, subject to achievement of a SPT equal to
or lower than 140gCO2eq/kWh at 31 December 2024;
if the SPT is not achieved, a step-up mechanism will be applied, increasing the rate by 25 bps
as of the first interest period subsequent to the publication of the report issued by an expert
external verifier in respect of the intensity of direct greenhouse gas emissions and the
methodology for measuring CO2eq emissions applied by the Enel Group;
- USD 1,000 million at a fixed rate of 5.000%, with settlement date set on 15 June 2022,
maturing 15 June 2032:
the issue price was set at 98.701% and the effective yield at maturity is equal to 5.168%;
the interest rate will remain unchanged to maturity, subject to achievement of a SPT equal to
or lower than 82gCO2eq/kWh at 31 December 2030;
if the SPT is not achieved, a step-up mechanism will be applied, increasing the rate by 25 bps
as of the first interest period subsequent to the publication of the report issued by an expert
external verifier in respect of the intensity of direct greenhouse gas emissions and the
methodology for measuring CO2eq emissions applied by the Enel Group;
- USD 1,000 million at a fixed rate of 5.500%, with settlement date set on 15 June 2022,
maturing 15 June 2052:
the issue price was set at 98.784% and the effective yield at maturity is equal to 5.584%;
the interest rate will remain unchanged to maturity, subject to achievement of a SPT equal
to 0gCO2eq/kWh at 31 December 2040;
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if the SPT is not achieved, a step-up mechanism will be applied, increasing the rate by 25 bps
as of the first interest period subsequent to the publication of the report issued by an expert
external verifier in respect of the intensity of direct greenhouse gas emissions and the
methodology for measuring CO2eq emissions applied by the Enel Group.
A Euro 1,000 million euro "Sustainability-Linked Bond" in the Eurobond market
On 6 September the Company launched a Sustainability-Linked Bond for institutional investors in the
Eurobond market for a total of Euro 1,000 million euros.
The bond issue is linked to the Key Performance Indicator (KPI) related to the intensity of direct
to or less than 140gCO2eq/kWh on 31 December 2024.
The issuance is structured as a single tranche of Euro 1,000 million euros paying a rate of 3.875%
maturing on 9 March 2029. The issue price has been set at 99.630% and the effective yield at maturity
is equal to 3.944%. The settlement date for the issue is on 9 September 2022.
The interest rate will remain unchanged to maturity, subject to the achievement of an SPT equal to or
lower than 140gCO2eq/kWh at 31 December 2024.
If the SPT is not achieved, a step-up mechanism will be applied, increasing the rate by 25 bps as of
the first interest period subsequent to the publication of the report issued by an expert external verifier
in respect of the intensity of direct greenhouse gas emissions and the methodology for measuring
CO2eq emissions applied by the Enel Group.
A multi-tranche USD 3,000 million sustainability-linked bond in the U.S. and international
markets
On 6 October 2022 the Company launched Sustainability-Linked Bonds for a total aggregate amount
of USD 3,000 million, equivalent to about Euro 3,075 million, aimed at institutional investors in the
US and international markets.
The transaction comprises the following four tranches:
- USD 750 million at a fixed rate of 6.800%, with settlement date set on 14 October 2022,
maturing 14 October 2025, issued by EFI and guaranteed by Enel:
the issue price was set at 99.435% and the effective yield at maturity is equal to 7.012%;
the interest rate will remain unchanged to maturity, subject to achievement of a Sustainability
Performance Targe 31 December 2023;
if the SPT is not achieved, a step-up mechanism will be applied, increasing the rate by 25 bps
as of the first interest period subsequent to the publication of the report issued by an expert
external verifier in respect of the intensity of direct greenhouse gas emissions and the
methodology for measuring CO2eq emissions applied by the Enel Group;
- USD 1,250 million at a fixed rate of 7.500%, with settlement date set on 14 October 2022,
maturing 14 October 2032, issued by EFI and guaranteed by Enel:
the issue price was set at 97.869% and the effective yield at maturity is equal to 7.811%;
the interest rate will remain unchanged to maturity, subject to achievement of a SPT equal to
or lower than 82gCO2eq/kWh at 31 December 2030;
if the SPT is not achieved, a step-up mechanism will be applied, increasing the rate by 25 bps
as of the first interest period subsequent to the publication of the report issued by an expert
8
external verifier in respect of the intensity of direct greenhouse gas emissions and the
methodology for measuring CO2eq emissions applied by the Enel Group;
A transfer of USD 750 million bond
On 13 December 2022 the Company substituted for itself as principal debtor Enel Finance America
LLC for the below mentioned bond.
The bond (ISIN 144A: US29278GAQ10, ISIN Reg S: USN30706VF42) in amount of 750 million US
dollars of its 2.875% Notes due 2041 was issued on 12 July 2021.
Due to the transfer, the Company reported a gain in amount of USD 270 million (Euro 254 million)
that represents the difference between the fair value and nominal value of bond.
The Company unwound derivatives covering foreign exchange rate exposure associated to this bond.
Lending Operations
During the reporting year the Company has resolved to enter as lender into several new intercompany
financial agreements to support mainly the growth of the investments in the renewable energy sector.
Please see a disclosure of long-term and short-term loans and facility agreements granted to Enel
Group Companies in the notes 6 and 9 of the financial statements.
Russia-Ukraine conflict
On 24 February 2022, the Russian President announced "a special military operation" in Ukrainian
territory which caused the outbreak of conflict between the two countries and triggered prompt
reactions from various countries and international organizations.
The European Commission took action to address the humanitarian crisis engendered by the conflict
in Ukraine, with the deployment of humanitarian aid and emergency aid programs, including increased
financial support to Ukraine. The European Union and other countries (e.g., the United States, the
United Kingdom, Australia, Japan, Switzerland, and others) have imposed severe sanctions on Russia.
The management of the Company is carefully monitoring the status and evolution of the current
situation generated by the international crisis on its business activities and manage potential risks.
9
Overview of the Companypc performance and financial position
Income statement highlights
Millions of euro
2022 2021 Change
Net interest income/(expense) 112 (1,096) 1,208
Other operating expense (6) (5) (1)
Net financial income/ (expense) (42) 186 (228)
Income/(Loss) before taxes 64 (915) 979
Income Taxes 20 (175) 195
Net income 44 (740) 784
Net interest income totaled to Euro 112 million having an increase of Euro 1,208 million compared
with the prior year. The increase is mainly related to the cash consideration paid in 2021 for early
redemption of USD and Euro bonds and other expenses associated to these transactions
(Euro 634 million), a gain obtained in the current year from bond transfer to Enel Finance America
LLC (Euro 254 million) and an increase of interest income from subsidiaries and associated companies
(Euro 377 million).
These effects were partly offset by higher interest expenses from funding operations (Euro 29 million)
and higher net interest expenses from derivatives and cash collaterals (Euro 28 million).
Other operating expenses increased to Euro 6 million in 2022, which was Euro 1 million higher than
in previous year mainly due to increase of personnel cost.
Net financial expense totaled to Euro 42 million having an increase by Euro 228 million mainly due
to an increase in results from foreign exchange transactions and derivatives.
Income taxes amounted to Euro 20 million in 2022 (Euro (175) million in 2021). The increase was
attributable to higher taxable profit recorded in 2022. The effective tax rate was 31% compared with
the standard Dutch tax rate 25.8%.
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Analysis of the Company financial position
Millions of euro
at Dec.
31,
2022
at Dec. 31,
2021
Change
Loans and financial receivables:
- long-term loans and receivables
44,333 40,745 3,588
- short-term loans and receivables
14,190 6,947 7,243
Derivatives covering FX risk exposed from loans and receivables
(155) (88) (67)
Financial debt:
- Bonds
(41,090) (32,867) (8,223)
- Commercial papers
(7,228) (5,084) (2,144)
- Deposits from Group and associate companies
(284) (434) 150
Derivatives covering FX risk exposed from debt
594 292 302
Cash collateral on derivatives
(485) 126 (611)
Cash and cash equivalents 177 218 (41)
Net non-current assets/ (liabilities)
(110) (11) (99)
Net current assets/ (liabilities)
36 (137) 173
Deferred tax assets/ (liabilities)
308 357 (49)
Shareholders' Equity
(10,286) (10,064) (222)
Long-term loans and financial receivables totaled to Euro 44,333 million increased by
Euro 3,588 million. This was largely attributable to an increase in loans to Enel subsidiaries and
affiliated companies in Italy (Euro 2,497 million), Spain (Euro 1,300 million), Brazil (Euro 141 million),
the Netherlands (Euro 83 million) and Mexico (Euro 42 million). It was partly offset by a slight decrease
in loans granted to Chile (Euro 269 million), Greece (Euro 168 million) and Costa Rica
(Euro 10 million).
Short-term loans and financial receivables increased by Euro 7,243 million totaling to
Euro 14,190 million. The increase was recorded mainly in due to increase in loans to Enel Group and
affiliated companies in Italy (Euro 6,859 million), Mexico (Euro 358 million), Romania
(Euro 183 million), Brazil (Euro 74 million) and Australia (Euro 7 million). The increase was partly
offset by decrease in financing to Enel subsidiaries in Greece (Euro 147 million), Chile (Euro 83 million)
and increase of expected credit loss allowance (Euro 10 million).
Derivatives covering FX risk exposed from loans and receivables increased by Euro 67 million
mainly as a result of the development in the fair value.
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Gross financial debt amounted to Euro 48,602 million, of which Euro 35,274 million in respect of
financing connected with achievement of SDG.
Millions of Euro
at Dec. 31, 2022 at Dec. 31, 2021
Gross long-
term debt
Gross short-
term debt
Gross debt
Gross long-
term debt
Gross short-
term debt
Gross debt
Gross financial debt
41,090 7,512 48,602 32,867 5,518 38,385
of which:
-debt linked with the
achievement of SDGs
28,046 7,228 35,274
18,000 5,084 23,084
Debt connected with
achievement of SDGs/Total
gross financial debt (%)
73% 60%
Bonds stood at Euro 41,090 million, having an increase of Euro 8,223 million mainly due to newly
issued debt (Euro 11,086 million), exchange rates on the outstanding bonds denominated in non-Euro
currencies (Euro 131 million) and capitalized interest on zero coupon bonds (Euro 10 million).
The increase was partly offset by matured bonds (Euro 2,149 million), bond transferred to Enel Finance
America (Euro 705 million), an increase of costs to be amortised (Euro 85 million) and a fair value
adjustment of GBP SDG bond (Euro 65 million).
Commercial papers increased by Euro 2,144 million due to an increase of new notes issued.
Deposits from Group and associate companies decreased by Euro 150 million
Derivatives covering debt increased by Euro 302 mainly due to an improvement in fair value of
derivatives designed as cash flow hedges and fair value hedge.
Cash collateral on derivatives paid to counterparties in relation to Credit Support Annexes (CSA)
totaled to Euro 485 million.
Cash and cash equivalents amounted to Euro 177 million.
Net non-current liabilities increased by Euro 99 million totaling to Euro 110 million essentially due
to increase of up-front fees associated to derivatives.
Net current assets increased by Euro 173 million totaling Euro 36 million as of 31 December 2022.
Deferred tax assets decreased by Euro 49 million reflecting temporary differences attributed to
hedging transactions accrued directly in other comprehensive income and temporary differences
attributed to cost capitalization of bond repurchasing, interest carry forwards and impairment of
financial assets accrued in profit and loss.
Shareholders equity amounted to Euro 10,286 million as of 31 December 2022, increased by
Euro 222 million over 2022 year ended, as a result of an increase of cash flow hedge and cost of
hedging reserves (Euro 178 million) and the net profit for the period (Euro 44 million).
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Main Risks and uncertainties
In compliance with the provisions in Dutch Accounting Standard 400, the Company has drawn up
elements of its risk section as follows.
Methodology
Group level, applicable for all wholly owned companies and companies with controlling interest, with
specific reference to financial risks (market, credit and liquidity risks). In order to mitigate its risk
exposure, the Company conducts specific analysis, monitoring, management and control activities.
The Company operates within Treasury Guidelines, which provide capital markets and treasury
operational framework. Based on current power of attorney, hedging are the subject of Board of
Directors consideration and approval.
Current or planned improvements in the risk management system
The Board of Directors considers that the existing system of risk management and internal controls
provides reasonable assurance that risks are properly assessed and managed to achieve business
objectives.
The most significant risks and the risk reduction measures taken
As part of its operations, the Company is exposed to a variety of financial risks, namely liquidity,
interest rate, foreign exchange, credit and counterparty risk.
The Company is willing to bear a low-to-moderate level of residual risk for those factors that are
intrinsically related to the pursuit of its mission of providing financial services, including funding,
lending and liquidity management, to Enel Group companies
Financial risks
Credit risk and counterparty risk
Lending and hedging transactions expose the Company to credit and counterparty risk, i.e. the
possibility of a deterioration in the creditworthiness of its counterparties that could have an adverse
impact on the expected value of the creditor position or could lead to a failure to honor their
obligations.
The lending activity is the most important source of credit risk, and, for the very nature of its activity,
the Company is prepared to bear a medium level of risk. However, such level of risk is mitigated as
borrowers are related parties and in case of specific risk situations, deemed not in line with acceptable
level, has been further reduced receiving a guarantee by a relevant shareholder with higher
creditworthiness.
The Company has a consistent counterparty risk exposure to banking counterparties, stemming from
derivative transactions traded for hedging purposes and short term treasury activity. The Company
has a very low appetite to counterparty risk and pursues risk mitigation through the selection of
counterparties with a high credit standing and the adoption of specific standardized contractual
frameworks that contain risk mitigation clauses and possibly the exchange of cash collateral.
13
Liquidity risk
Liquidity risk is the risk that the Company, while solvent, would not be able to discharge its obligations
in a timely manner or would only be able to do so on unfavorable terms owing to situations of tension
or systemic crises (credit crunches, sovereign debt crises, etc.) or changes in the perception of
Company riskiness by the market.
Among the factors that define the risk perceived by the market, the credit rating assigned to Enel by
rating agencies plays a decisive role, since it influences its ability to access sources of financing and
the related financial terms of that financing. A deterioration in the credit rating could therefore restrict
access to the capital market and/or increase the cost of funding, with consequent negative effects on
long term
a negative BBB+
with a negative Short- -
-
The Company is prepared to bear a medium to low level of risk. The liquidity risk management is
designed to maintain a level of liquidity sufficient to meet its obligations over a specified time horizon,
without having recourse to additional sources of financing, as well as to maintain a prudential liquidity
buffer sufficient to meet unexpected obligations. In addition, in order to ensure that its medium and
long-term commitments could be met, the Company pursues a borrowing strategy that provides for a
diversified structure of financing sources to which it can turn and a balanced maturity profile.
Additionally, ENEL SpA is the guarantor for the repayment of the issued Bonds and Commercial Papers,
which is a relevant consideration for management with respect to their liquidity risk management
procedures.
Please see Risk management section of financial statements for more detailed information about
liquidity risk.
Exchange rate
Due to its international funding and lending activity, the Company is significantly exposed to exchange
rate risk associated with cash flows and value of financial assets and liabilities denominated in foreign
currencies.
Consistently with Enel Group risk policy and with the Company low risk appetite, the currency profiles
of funding and lending portfolios are balanced by making recourse to derivative transactions, with the
aim of minimizing the r