FORTUM CORPORATION STOCK EXCHANGE RELEASE 6 OCTOBER 2022 AT 14:35 EEST
Release category: Other information disclosed according to the rules of the exchange
On 21 September 2022, Fortum, the German government and Uniper signed an agreement in principle for a long-term solution for Uniper according to which Fortum fully divests shares in Uniper SE to the German State for EUR 0.5 billion. As part of the agreement, Fortum’s EUR 4 billion loan to Uniper will be repaid and Uniper will release the EUR 4 billion parent company guarantee.
The closing of the agreed transaction remains subject to completion of definite agreements with the German State and Uniper as well as regulatory approvals in several geographies, including clearances from the European Commission, and eventually the approval by an Extraordinary General Meeting of Uniper. Completion of the agreed transaction is currently expected by the end of this year.
Following the agreement, Fortum deconsolidates Uniper and reports it as discontinued operations in the third quarter 2022 interim financial statements.
Fortum consequently restates the comparative consolidated income statement, consolidated statement of other comprehensive income, consolidated cash flow statement and certain key ratios for the year 2021 quarters as well as the first and second quarter of 2022. In the segment information, the Uniper segment is restated as discontinued operations and the Generation segment is restated to include OKG as an associated company instead of proportionate consolidation.
The consolidated balance sheet is not restated and the restated figures do not include the impact from Uniper deconsolidation that will be recorded in the third quarter interim report. Based on Fortum’s balance sheet as of 30 June 2022, the deconsolidation effect would have amounted to approximately EUR 5 billion, partly reversing Uniper’s accumulated losses from the previous quarters. Further losses from Uniper will not have an impact on Fortum’s total consolidated income statement due to the offsetting deconsolidation effect in the Net profit from discontinued operations.
The total loss from the Uniper investment in the legal Fortum entity owning the Uniper shares will be slightly below EUR 6 billion which is the net effect from the investments in Uniper shares of approximately EUR 7.2 billion, the sales proceeds of EUR 0.5 billion to be received and dividends of approximately EUR 0.9 billion received during the Uniper ownership. The divestment will negatively impact the parent company Fortum Oyj’s equity, however, Fortum has assessed that the equity remains at a sufficient level and does not require additional capital injections.
The restated key figures for Fortum in total, continuing operations and discontinued operations (Uniper segment) are as follows:
| Key figures | ||||||
| Continuing operations | Discontinued operations | Fortum total | Continuing operations | Discontinued operations | Fortum total | |
| EUR million | I-II/2022 | I-II/2022 | I-II/2022 | 2021 | 2021 | 2021 |
| Reported | ||||||
| Sales | 3,916 | 77,944 | 81,860 | 6,422 | 105,978 | 112,400 |
| EBITDA | 1,288 | -12,164 | -10,876 | 4,913 | -4,220 | 693 |
| Operating profit | 1,013 | -12,570 | -11,557 | 4,325 | -4,913 | -588 |
| Net cash from operating activities | 1,000 | -2,254 | -1,254 | 1,119 | 3,851 | 4,970 |
| Comparable | ||||||
| EBITDA | 980 | -164 | 816 | 2,016 | 1,801 | 3,817 |
| Operating profit | 706 | -570 | 136 | 1,429 | 1,107 | 2,536 |
| Earnings per share | ||||||||
| EUR | I-II/2022 | I/2022 | 2021 | I-III/2021 | I-II//2021 | I/2021 | ||
| Reported | ||||||||
| Earnings per share total Fortum | -8.90 | -2.50 | 0.83 | -0.12 | 0.70 | 1.23 | ||
| Earnings per share continuing operations | 1.15 | -0.02 | 4.49 | 4.02 | 0.76 | 0.52 | ||
| Earnings per share discontinued operations | -10.05 | -2.48 | -3.65 | -4.13 | -0.07 | 0.71 | ||
| Comparable | ||||||||
| Earnings per share total Fortum | 0.88 | -0.11 | 2.00 | 1.22 | 1.03 | 0.94 | ||
| Earnings per share continuing operations |
1.19 | 0.42 | 1.23 | 0.82 | 0.63 | 0.44 | ||
| Earnings per share discontinued operations | -0.31 | -0.53 | 0.77 | 0.40 | 0.40 | 0.50 | ||
| Financial and adjusted net debt | ||||||||
| PUBLISHED | 30 Jun 2022 | 31 Dec 2021 | ||||||
| Financial net debt (at period-end), EUR million | 2,353 | 789 | ||||||
| Adjusted net debt (at period-end), EUR million | 4,188 | 3,227 | ||||||
| Financial net debt/comparable EBITDA (LTM) | 0.8 | 0.2 | ||||||
In 2021, Fortum’s Scope 1, 2 and 3 greenhouse gas emissions for continuing operations totalled 31.7 million CO2-eq tonnes. Out of this 20.5 million CO2-eq tonnes originated from operations in Russia. Greenhouse gas emissions from discontinued operations totalled 158.5 million CO2-eq tonnes. Scope 1 greenhouse gas emissions for continuing operations totalled 17.9 million CO2-eq tonnes, out of which 15.7 million CO2-eq tonnes originated from Russia. Scope 1 greenhouse gas emissions from discontinued operations totalled 51.2 million CO2-eq tonnes.
In 2021, correspondingly, specific CO2 emissions from total energy production for continuing operations were 175 gCO2/kWh, of which emissions from the Russia segment were 342 gCO2/kWh. Specific emissions for discontinued operations (Uniper) were 428 gCO2/kWh. Fortum’s specific emissions, excluding Uniper and the Russia segment, were 39 gCO2/kWh.
Additional information for illustrative purposes
For illustrative purposes, additional information regarding Fortum’s Financial net debt and Adjusted net debt as well as Financial net debt to Comparable EBITDA is presented based on 30 June 2022 balance sheet to show the impact of the deconsolidation of Uniper. The figures have been adjusted with the EUR 4 billion shareholder loan receivable that will be repaid upon completion of the transaction. The EUR 0.5 billion consideration for Fortum’s shares in Uniper is not included below as it will be recorded in the third quarter 2022.
| Financial and adjusted net debt for illustrative purposes | |
| ILLUSTRATIVE | 30 Jun 2022 |
| Financial net debt (at period-end), EUR million | 2,135 |
| Adjusted net debt (at period-end), EUR million | 2,171 |
| Financial net debt/comparable EBITDA, continuing operations (LTM) | 1.0 |
For further information see the following attached excel file:
- Restated information for year 2021 quarters and first and second quarter 2022
- Illustrative information regarding Financial net debt and Adjusted net debt as well as Financial net debt-to-Comparable EBITDA
Fortum Corporation
Ingela Ulfves
Vice President, Investor relations and Financial Communications
Further information:
Ingela Ulfves, Vice President, Investor Relations and Financial Communications, tel. +358 40 515 1531
Rauno Tiihonen, Manager, Investor Relations, tel. +358 10 453 6150
Distribution:
Nasdaq Helsinki
Main media
www.fortum.com