UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM 20-F
☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2017
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
OR
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report,
Commission file number: 001-37723
ENEL CHILE S.A.
(Exact name of Registrant as specified in its charter)
ENEL CHILE S.A.
(Translation of Registrant’s name into English)
CHILE
(Jurisdiction of incorporation or organization)
Santa Rosa 76, Santiago, Chile
(Address of principal executive offices)
Nicolás Billikopf, phone: (56-2) 2353-4628, nicolas.billikopf@enel.com, Santa Rosa 76, Piso 15, Santiago, Chile
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Name of Each Exchange on Which Registered |
American Depositary Shares Representing Common Stock |
| New York Stock Exchange |
Common Stock, no par value * |
|
|
* | Listed, not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ | Accelerated filer ☐ | Non-accelerated filer ☐ Emerging growth company ☐ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ | Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐ Yes ☒ No
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report
Shares of Common Stock: 49,092,772,762
This Amendment No. 1 to the Annual Report on Form 20-F for the fiscal year ended December 31, 2017 of Enel Chile S.A. (the “Company”) filed with the Securities and Exchange Commission on April 27, 2018 (the “Form 20-F”) is being filed by the Company in order to (i) amend Part I, Item 11 of the Form 20-F, solely for the purpose of correcting (a) the first table under the heading “Interest Rate and Foreign Currency Risk” to include the fair value information that was inadvertently omitted, (b) the second table under the heading “Interest Rate and Foreign Currency Risk” to revise information regarding weighted average interest of US$ fixed rate debt, the value of Ch$/UF variable rate debt, as well as related total amounts and its fair value, and (c) the first table under the heading “Foreign Currency Risk” to include fair value information that was inadvertently omitted, and (ii) furnish the interactive data files formatted in XBRL (eXtensible Business Reporting Language) as Exhibit 101 to the Form 20-F in accordance with Rule 405 of Regulation S-T.
No other changes have been made to the Form 20-F. This Amendment No. 1 to the Form 20-F speaks as of the original filing date of the Form 20-F, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 20-F.
Pursuant to Rule 406T of Regulation S-T, the interactive data files furnished as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and otherwise are not subject to liability under those sections.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to risks arising from changes in commodity prices, interest rates and foreign exchange rates that affect the generation and distribution businesses in Chile. These risks are monitored and managed by us in coordination with Enel Generación. Our Board of Directors approves risk management policies at all levels.
Commodity Price Risk
In our electricity generation business segment, we are exposed to market risks arising from the price volatility of electricity, natural gas, diesel oil, and coal. We seek to ensure our fuel supply by securing long-term contracts with our suppliers for periods that are expected to match the lifetime of our generation assets. These contracts generally have provisions that allow us to purchase natural gas with a pricing formula that combines Henry Hub natural gas and Brent diesel oil at market prices prevailing at the time the purchase occurs. As of December 31, 2017, we held contracts classified as derivative financial instruments related to natural gas (2.3 million MMBTU of Henry Hub). As of December 31, 2016 we held contracts classified as derivative financial instruments related to diesel oil (2.9 million barrels of Brent diesel oil) and natural gas (3.3 million MMBTU of Henry Hub).
In our thermal power plants, which use coal or petroleum-based liquid fuel, the dispatch or bidding mechanism allows these plants to cover their operating costs. However, under certain circumstances, fuel price fluctuations might affect marginal costs. In most cases, we transfer commodity prices variations to contracted sale prices according to indexing formulas. Due to the drought conditions in the past several years in Chile and the price volatility of coal, we hedged this risk with commodity instruments available in the international markets.
Additionally, through adequate commercial risk mitigation policies, and a hydro-thermal power plant mix, we seek to naturally protect our operating income from electricity price volatility. As of December 31, 2017 and 2016, we did not hold electricity price-sensitive instruments.
We are continually analyzing strategies to hedge commodity price risk, like transferring commodity price variations to the customers’ contract prices and/or permanently adjusting commodity indexed price formulas for new Power Purchase Agreements according to our exposure and/or analyzing ways to mitigate risk through hydrological insurance in dry years. In the future we may use price-sensitive instruments.
Interest Rate and Foreign Currency Risk
As of December 31, 2017, the carrying values according to maturity and the corresponding fair value of our interest bearing debt are detailed below. Values do not include derivatives.
|
| Expected maturity date |
| |||||||||||||||||||||||||||||
For the year ended December 31, |
| 2018 |
|
| 2019 |
|
| 2020 |
|
| 2021 |
|
| 2022 |
|
| Thereafter |
|
| Total |
|
| Fair Value(2) |
| ||||||||
|
| (in millions of Ch$)(1) |
| |||||||||||||||||||||||||||||
Fixed Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ch$/UF |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Weighted average interest rate |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
| ||||||||
US$ |
|
| 1,800 |
|
|
| 1,917 |
|
|
| 2,041 |
|
|
| 2,174 |
|
|
| 2,315 |
|
|
| 445,185 |
|
|
| 455,432 |
|
|
| 555,049 |
|
Weighted average interest rate |
|
| 6.8 | % |
|
| 6.8 | % |
|
| 6.8 | % |
|
| 6.8 | % |
|
| 6.8 | % |
|
| 6.1 | % |
|
| 6.1 | % |
|
|
|
|
Total fixed rate |
|
| 1,800 |
|
|
| 1,917 |
|
|
| 2,041 |
|
|
| 2,174 |
|
|
| 2,315 |
|
|
| 445,185 |
|
|
| 455,432 |
|
|
| 555,049 |
|
Weighted average interest rate |
|
| 6.8 | % |
|
| 6.8 | % |
|
| 6.8 | % |
|
| 6.8 | % |
|
| 6.8 | % |
|
| 6.1 | % |
|
| 6.1 | % |
| — |
| |
Variable Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ch$/UF |
|
| 5,574 |
|
|
| 29,936 |
|
|
| 29,936 |
|
|
| 29,936 |
|
|
| 29,936 |
|
|
| 205,264 |
|
|
| 330,582 |
|
|
| 408,534 |
|
Weighted average interest rate |
|
| 9.0 | % |
|
| 7.0 | % |
|
| 7.0 | % |
|
| 7.0 | % |
|
| 7.0 | % |
|
| 6.9 | % |
|
| 7.0 | % |
| — |
| |
US$ |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
| ||||||||
Weighted average interest rate |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
| ||||||||
Total variable rate |
|
| 5,574 |
|
|
| 29,936 |
|
|
| 29,936 |
|
|
| 29,936 |
|
|
| 29,936 |
|
|
| 205,264 |
|
|
| 330,582 |
|
|
| 408,534 |
|
Weighted average interest rate |
|
| 9.0 | % |
|
| 7.0 | % |
|
| 7.0 | % |
|
| 7.0 | % |
|
| 7.0 | % |
|
| 6.9 | % |
|
| 7.0 | % |
| — |
| |
Total |
|
| 7,374 |
|
|
| 31,853 |
|
|
| 31,977 |
|
|
| 32,110 |
|
|
| 32,251 |
|
|
| 650,449 |
|
|
| 786,014 |
|
|
| 963,582 |
|
(1) | Calculated based on the Observed Exchange Rate as of December 31, 2017, which was Ch$ 614.75 per US$ 1.00. |
(2) | As of December 31, 2017, fair value was calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved. |
As of December 31, 2016, the carrying values according to maturity and the corresponding fair value of our interest bearing debt are detailed below. Values do not include derivatives.
|
| Expected maturity date |
| |||||||||||||||||||||||||||||
For the year ended December 31, |
| 2017 |
|
| 2018 |
|
| 2019 |
|
| 2020 |
|
| 2021 |
|
| Thereafter |
|
| Total |
|
| Fair Value(2) |
| ||||||||
|
| (in millions of Ch$)(1) |
| |||||||||||||||||||||||||||||
Fixed Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ch$/UF |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Weighted average interest rate |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
| ||||||||
US$ |
|
| 1,840 |
|
|
| 1,960 |
|
|
| 2,087 |
|
|
| 2,223 |
|
|
| 2,368 |
|
|
| 487,333 |
|
|
| 497,811 |
|
|
| 596,452 |
|
Weighted average interest rate |
|
| 6.5 | % |
|
| 6.5 | % |
|
| 6.5 | % |
|
| 6.5 | % |
|
| 6.5 | % |
|
| 6.1 | % |
|
| 6.1 | % |
|
|
|
|
Total Fixed Rate |
|
| 1,840 |
|
|
| 1,960 |
|
|
| 2,087 |
|
|
| 2,223 |
|
|
| 2,368 |
|
|
| 487,333 |
|
|
| 497,811 |
|
|
| 596,452 |
|
Weighted average interest rate |
|
| 6.5 | % |
|
| 6.5 | % |
|
| 6.5 | % |
|
| 6.5 | % |
|
| 6.5 | % |
|
| 6.1 | % |
|
| 6.1 | % |
| — |
| |
Variable Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ch$/UF |
|
| 5,480 |
|
|
| 5,480 |
|
|
| 29,433 |
|
|
| 29,433 |
|
|
| 29,433 |
|
|
| 231,249 |
|
|
| 330,509 |
|
|
| 422,604 |
|
Weighted average interest rate |
|
| 9.1 | % |
|
| 9.1 | % |
|
| 7.8 | % |
|
| 7.8 | % |
|
| 7.8 | % |
|
| 7.8 | % |
|
| 7.8 | % |
| — |
| |
US$ |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
| ||||||||
Weighted average interest rate |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
| ||||||||
Total Variable Rate |
|
| 5,480 |
|
|
| 5,480 |
|
|
| 29,433 |
|
|
| 29,433 |
|
|
| 29,433 |
|
|
| 231,249 |
|
|
| 330,509 |
|
|
| 422,604 |
|
Weighted average interest rate |
|
| 9.1 | % |
|
| 9.1 | % |
|
| 7.8 | % |
|
| 7.8 | % |
|
| 7.8 | % |
|
| 7.8 | % |
|
| 7.8 | % |
| — |
| |
Total |
|
| 7,321 |
|
|
| 7,440 |
|
|
| 31,520 |
|
|
| 31,656 |
|
|
| 31,801 |
|
|
| 718,582 |
|
|
| 828,320 |
|
|
| 1,019,056 |
|
(1) | Calculated based on the Observed Exchange Rate as of December 31, 2016, which was Ch$ 669.47 per US$ 1.00. |
(2) | As of December 31, 2016, fair value was calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved. |
Interest Rate Risk
Our policy aims to minimize the average cost of debt and reduce the volatility of our financial results. Depending on our estimates and the debt structure, we sometimes manage interest rate risk through the use of interest rate derivatives.
At both December 31, 2017 and 2016, 92% of our total outstanding debt was denominated in fixed terms and 8% was subject to variable interest rates. Because the exposure to variable interest rate risk was so low, we did not engage in derivative hedging instruments.
Foreign Currency Risk
Our policy seeks to maintain a balance between the currency in which cash flows are indexed and the currency of the debt of each company. Most of our subsidiaries have access to funding in the same currency as their revenues, therefore reducing the exchange rate volatility impact. In some cases, we cannot fully benefit from this, and therefore, we try to manage the exposure with financial derivatives such as cross currency swaps or currency forwards, among others. However, this may not always be possible under reasonable terms due to market conditions.
As of December 31, 2017, the carrying values for financial accounting purposes and the corresponding fair value of the instruments that hedge the foreign exchange risk of our interest bearing debt were as follows:
|
| Expected Maturity Date |
| |||||||||||||||||||||||||||||
For the year ended December 31, |
| 2018 |
|
| 2019 |
|
| 2020 |
|
| 2021 |
|
| 2022 |
|
| Thereafter |
|
| Total |
|
| Fair Value(2) |
| ||||||||
|
| (in millions of Ch$)(1) |
| |||||||||||||||||||||||||||||
UF to US$ |
|
| — |
|
|
| 500,198 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 500,198 |
|
|
| 7,696 |
|
US$ to Ch$/UF |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Ch$ to US$ |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Total |
|
| — |
|
|
| 500,198 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 500,198 |
|
|
| 7,696 |
|
(1) | Calculated based on the Observed Exchange Rate as of December 31, 2017, which was Ch$ 614.75 per US$ 1.00. |
(2) | Fair values were calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved. |
As of December 31, 2016, the carrying values for financial accounting purposes and the corresponding fair value of the instruments that hedge the foreign exchange risk of our interest bearing debt were as follows:
|
| Expected Maturity Date |
| |||||||||||||||||||||||||||||
For the year ended December 31, |
| 2017 |
|
| 2018 |
|
| 2019 |
|
| 2020 |
|
| 2021 |
|
| Thereafter |
|
| Total |
|
| Fair Value(2) |
| ||||||||
|
| (in millions of Ch$)(1) |
| |||||||||||||||||||||||||||||
UF to US$ |
|
| — |
|
|
| — |
|
|
| 523,687 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 523,687 |
|
|
| (23,641 | ) |
US$ to Ch$/UF |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Ch$ to US$ |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Total |
|
| — |
|
|
| — |
|
|
| 523,687 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 523,687 |
|
|
| (23,641 | ) |
(1) | Calculated based on the Observed Exchange Rate as of December 31, 2016, which was Ch$ 669.47 per US$ 1.00. |
(2) | Fair values were calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved. |
For further detail please refer to Note 19 of the Notes to our consolidated financial statements.
(d) Safe Harbor
The information in this “Item 11. Quantitative and Qualitative Disclosures About Market Risk,” contains information that may constitute forward-looking statements. See “Forward-Looking Statements” in the Introduction of this Report for safe harbor provisions.
Exhibit |
| Description |
1.1* |
| |
8.1* |
| |
12.1* |
| Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
12.2* |
| Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
12.3 |
| Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act. |
12.4 |
| Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act. |
13.1* |
| |
13.2 |
| |
23.1* |
| Consent of EY Audit SpA. an independent register public accounting firm |
101.INS |
| XBRL Instance Document |
101.SCH |
| XBRL Taxonomy Extension Schema Document |
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
* |
| These exhibits were previously included or incorporated by reference in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2017, filed with the Securities and Exchange Commission on April 27, 2018. |
We will furnish to the Securities and Exchange Commission, upon request, copies of any unfiled instruments that define the rights of stakeholders of Enel Chile.
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this amendment to the annual report on its behalf.
ENEL CHILE S.A. | |
|
|
By: | /s/ Nicola Cotugno |
Name: | Nicola Cotugno |
Title: | Chief Executive Officer |
Date: May 25, 2018
