20-F/A 1 enic-20fa_20171231.htm 20-F/A enic-20fa_20171231.htm

 

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

 

 

 


 

EXPLANATORY NOTE

 

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.

 

 



 

 

PART III

Item  19.Exhibits

 

Exhibit 

 

Description

   1.1*

 

By-laws (Estatutos) of Enel Chile S.A.

   8.1*

 

List of Principal subsidiaries  as of December 31, 2017

  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*

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

13.2

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.

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.

 

 


 

SIGNATURES

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