## Analysis of Fortum Oyj's Suitability for Hybrid Bond Issuance ### Company Profile and Business Risk Fortum Oyj is a Finnish energy company (public limited liability company) headquartered in Espoo, Finland. Based on the financial data, Fortum operates in the power and energy sector, with a mix of regulated and unregulated activities. The company has undergone significant restructuring in 2022, evidenced by massive discontinued operations losses (€11.3 billion), which relate to the divestment/impairment of its Uniper stake (the Russian operations and European energy trading subsidiary). ### Key Financial Observations **Revenue and Profitability (Continuing Operations):** - Revenue grew from €6.4B (2021) to €8.8B (2022) - Comparable Operating Profit improved from €1.4B to €1.9B - Comparable EBITDA improved from €2.0B to €2.4B - Profit from continuing operations: €1.0B (2022) vs €4.0B (2021) - However, items affecting comparability were -€593M in 2022 (including €905M impairments) **Consolidated (Including Discontinued Operations):** - Net loss attributable to owners: -€2.4B (2022) - Total comprehensive loss: -€10.8B - Massive discontinued operations loss of -€11.3B (Uniper-related) **Balance Sheet:** - Total assets shrank dramatically from €149.7B to €23.6B (post-Uniper deconsolidation) - Equity dropped from €13.7B to €7.7B (equity attributable to parent from €12.1B to €7.7B) - Non-current financial liabilities: €3.7B - Current financial liabilities: €4.1B - Total financial debt approximately €7.8B - Cash and liquid funds: €3.9B - Net debt approximately €3.9B **Cash Flow:** - Operating cash flow from continuing operations: €2.1B (positive and improved from €1.1B) - Capital expenditure: €534M - Dividends paid: €1.0B - Significant debt repayments of €5.9B **Leverage Indicators:** - Net debt/Comparable EBITDA: ~1.6x (based on continuing operations) - Equity ratio: ~33% (7.7B/23.6B) - The company paid €1.0B in dividends and proposed €0.91/share (€817M) for 2022 ### Assessment Against Hybrid Bond Criteria **Factors Supporting Suitability:** 1. **Sector Profile:** Fortum is a power and utility company - a sector where hybrid bonds are commonly issued and well-understood by investors. The company has characteristics of both regulated utilities (Nordic hydro/nuclear generation) and unregulated power generation. 2. **Investment-Grade Profile in BBB Area:** Post-Uniper restructuring, Fortum's continuing operations show solid fundamentals. The comparable EBITDA of €2.4B against moderate net debt suggests a BBB-area credit profile. However, the massive losses from Uniper have significantly weakened equity, and the company may face rating pressure. 3. **Deteriorating Financial Metrics:** Equity dropped from €12.1B to €7.7B for the parent. The Uniper debacle caused massive write-downs and the balance sheet needs strengthening. A hybrid could help restore equity credit and support the rating. 4. **Clear Rationale:** Post-Uniper, Fortum needs to rebuild its capital structure. Hybrid bonds could provide equity credit to improve leverage ratios without diluting shareholders. 5. **Cash Flow Visibility:** Continuing operations generate strong, relatively predictable cash flows (Nordic hydro, nuclear, regulated district heating). Comparable EBITDA of €2.4B provides good coverage. 6. **Market Access:** As a major Nordic utility with Finnish state ownership (~51%), Fortum has strong credibility in institutional capital markets. **Factors Potentially Limiting Suitability:** 1. **Significant Losses:** The €2.4B net loss attributable to parent and the Uniper-related destruction of value could raise investor concerns. 2. **Ongoing Restructuring:** The company was in the middle of unwinding Uniper, creating uncertainty. 3. **Large Derivative Exposures:** While shrinking, the derivative positions (both assets and liabilities) indicate significant market risk exposure. 4. **Leverage is Not Extremely High for Continuing Ops:** Net debt/EBITDA of ~1.6x suggests the company might not desperately need hybrids, though the equity erosion argues otherwise. **Fortum's Specific Situation:** Fortum was dealing with the aftermath of the Uniper crisis. The company's equity base had been severely damaged, dropping by ~€4.5B at the parent level. Given that Fortum is a utility company with strong continuing operations but a weakened balance sheet from extraordinary events, hybrid bonds would serve as a tool to: - Rebuild equity credit with rating agencies - Support the investment-grade rating during a period of balance sheet repair - Provide a less dilutive alternative to common equity issuance The company operates in the Nordic utility space with significant hydro and nuclear assets providing relatively stable cash flows. The Finnish state is a major shareholder (~51%), providing implicit support. Fortum indeed already had hybrid bonds outstanding and has been a recurring issuer in this market. ### Conclusion Fortum fits well within the "Strongly Suitable" category. It is a utility/energy company with visible continuing cash flows, operating in the BBB rating area, with a clear need to strengthen its capital structure following the Uniper losses. Hybrid bonds are a natural and well-established instrument for Nordic utilities like Fortum, and the company has strong market access and credibility. The deterioration in equity and potential rating pressure from the Uniper write-downs create a clear rationale for hybrid issuance to preserve investment-grade ratings and restore financial metrics. Strongly Suitable