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ENGIE

Interim / Quarterly Report Jul 28, 2023

1286_ir_2023-07-28_3ea27ab0-240a-4a9b-accf-2b677c710fcc.pdf

Interim / Quarterly Report

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1 ENGIE 2023 FIRST-HALF RESULTS7
2 OTHER INCOME STATEMENT ITEMS 16
3 CHANGES IN NET FINANCIAL DEBT 18
4 OTHER ITEMS IN THE STATEMENT OF FINANCIAL POSITION 23
5 RELATED PARTY TRANSACTIONS 24
6 OUTLOOK 25
INCOME STATEMENT 29
STATEMENT OF COMPREHENSIVE INCOME 30
STATEMENT OF FINANCIAL POSITION 31
STATEMENT OF CHANGES IN EQUITY 33
STATEMENT OF CASH FLOWS 35
Note 1 ACCOUNTING STANDARDS AND METHODS 38
Note 2 MAIN CHANGES IN GROUP STRUCTURE 42
Note 3 FINANCIAL INDICATORS USED IN FINANCIAL COMMUNICATION 43
Note 4 SEGMENT INFORMATION 48
Note 5 REVENUES 51
Note 6 OPERATING EXPENSES 53
Note 7 OTHER ITEMS OF INCOME/(LOSS) FROM OPERATING ACTIVITIES 54
Note 8 NET FINANCIAL INCOME/(LOSS) 56
Note 9 INCOME TAX EXPENSE 57
Note 10 GOODWILL, PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS 58
Note 11 FINANCIAL INSTRUMENTS 60
Note 12 RISKS ARISING FROM FINANCIAL INSTRUMENTS 66
Note 13 PROVISIONS 71
Note 14 RELATED PARTY TRANSACTIONS 74
Note 15 WORKING CAPITAL REQUIREMENTS, INVENTORIES, OTHER ASSETS AND OTHER LIABILITIES. 75
Note 16 LEGAL AND ANTI-TRUST PROCEEDINGS 76
Note 17 SUBSEQUENT EVENTS 81

ENGIE - 2023 FIRST-HALF FINANCIAL REPORT

1 ENGIE 2023 FIRST-HALF RESULTS7
2 OTHER INCOME STATEMENT ITEMS 16
3 CHANGES IN NET FINANCIAL DEBT 18
4 OTHER ITEMS IN THE STATEMENT OF FINANCIAL POSITION 23
5 RELATED PARTY TRANSACTIONS 24
6 OUTLOOK 25

ENGIE H1 2023 results Significant operational progress across GBUs Strong financial performance

Business Highlights

  • Fundamental de-risking of nuclear exposure through agreement on all waste liabilities and extension of Doel 4 and Tihange 3
  • Expected acceleration in Renewables with 6.6 GW under construction at the end of June
  • Reinforcement of ENGIE's renewables platform in South Africa following the acquisition of BTE Renewables and full consolidation of Kathu
  • Commissioning of ENGIE's largest battery energy storage system Hazelwood in Australia
  • Awarded a 30-year concession of 1,000 km of power lines in Brazil
  • 100% renewable power generation in Brazil after Pampa Sul plant disposal

Financial Performance

  • EBIT of €6.7bn excluding Nuclear, up 53% organically, driven mainly by GEMS and Renewables
  • Strong growth in CFFO (1) driven by EBITDA growth and improvement in Working Capital Requirements
  • Impact of Belgian nuclear transaction integrated in financial results at 30 June
  • Solid balance sheet and improving economic net debt to EBITDA ratio at 2.7x, including impact of the agreement on nuclear liabilities
  • Net financial debt decreasing to €23.0bn, down €1.1 billion, economic net debt increasing to €41.4 billion
  • FY 2023 guidance confirmed, with NRIgs (2) expected in the range of €4.7-5.3 billion

1.1 Key financial figures at 30 June 2023

In billions of euros June 30, 2023 June 30, 2022 % change
(reported
basis)
% change
(organic
basis)
Revenues 47.0 43.2 +8.9% +9.5%
EBITDA (excluding Nuclear) 8.8 6.4 +37.5% +37.6%
EBITDA 9.4 7.5 +25.2% +25.2%
EBIT (excluding Nuclear) 6.7 4.4 +52.7% +52.8%
Net recurring income of continuing activities, Group share 4.0 3.2 +24.6% +24.8%
Net income, Group share (0.8) 5.0 - -
CAPEX (1) 3.3 3.3 +1.3%
Cash Flow From Operations (CFFO) 9.5 6.8 +40.2%
Net financial debt 23.0 -€1,1 billion versus Dec.31, 2022
Economic net debt 41.4 +€2.5 billion versus Dec.31, 2022
Net financial debt 2.7x -0.2X versus Dec.31, 2025

(1) Net of sell down, US tax equity proceeds, including net debt acquired.

1.2 2023 Guidance

Guidance is confirmed in a context of decreasing energy prices. Net Recurring Income group share (NRIgs) is expected to be in the range of €4.7 to €5.3 billion based on indicative EBIT excluding Nuclear in the range of €8.5 to €9.5 billion.

(1) Cash Flow From Operations: Free Cash Flow before maintenance Capex and nuclear phase-out expenses.

(2) Net recurring income Group share.

ENGIE is committed to a "strong investment grade" credit rating and continues to target a ratio below or equal to 4.0x economic net debt to EBITDA over the long-term. The Group reaffirms its dividend policy, with a 65% to 75% payout ratio based on NRIgs, and a floor of €0.65 per share for the 2023 to 2025 period.

Detailer guidance key assumptions are presented in section 6 of this management report.

1.3 Strong operational progress across GBUs

Renewables

ENGIE added 0.7 GW of renewable capacity in H1 2023, including 0.3 GW in Latin America (mainly Punta Lomitas in Peru) and 0.3 GW in Europe (mainly in France). The Group signed a total of 1.7 GW of PPAs in H1 2023, of which 1.2 GW with a duration longer than five years.

ENGIE is on track to add 4 GW on average per year of renewable capacity until 2025. This target is fuelled by a growing pipeline that totalled 85 GW at the end of June 2023, up 5 GW compared to 31 December 2022.

As at 30 June 2023, ENGIE reported 6.6 GW of capacity under construction from 65 projects, with 3.2 GW entered under construction in the first half of 2023, including the 0.5 GW Gulf of Suez wind farm in Egypt, the 0.9 GW Moray West offshore wind farm in Scotland, two French offshore wind projects Dieppe-Le Tréport and Yeu-Noirmoutier for a capacity of 0.5 GW each, and an onshore wind project Lomas del Taltal in Chile for a capacity of 0.3 GW.

In the first semester, ENGIE acquired BTE Renewables in South Africa, representing an addition of 340 MW renewable energy capacity and a portfolio of more than 3 GW of advanced development projects. This acquisition will capitalize on the Group's industrial value in the country, where ENGIE already operates 1.3 GW of assets. ENGIE will also consolidate the Kathu project in South Africa, a 100 MW Concentrated Solar Panel (CSP) plant commissioned in January 2019 with a 20-year PPA, following the acquisition in July of a 9.2% participation of Lereko Metier REIPPP Fund Trust in the project, bringing ENGIE equity ownership post transaction to c. 58%. These transactions will reinforce ENGIE's renewables platform in South Africa.

Networks

In Brazil, ENGIE strengthened its power transmission activity by winning a 30-year concession to construct and operate 1,000 km of power transmission lines in the states of Bahia, Minas Gerais and Espirito Santo. The Group operates a total of nearly 6,000 km of power transmission networks in Brazil and Chile. Since 2017, ENGIE has installed more than 2,700 km in Brazil, including Gralha Azul (~900 km) and Novo Estado (~1,800 km) that reached full commissioning in Q1 2023.

During the months of March and April 2023 in France, national strikes related to pension reforms had an adverse impact on ENGIE's LNG terminals. Nonetheless, gas storage levels in France were filled at 64% as of 30 June 2023, compared to 61% on 30 June 2022, above the historical average.

Renewable gas

ENGIE continues to unlock the potential of biomethane with a yearly production capacity of up to 9.7 TWh connected to ENGIE's networks in France, an increase of 2.5 TWh compared to H1 2022.

In June, a consortium led by ENGIE and POSCO was awarded a land block linked to a project in Duqm to mobilize Oman's renewable energy resources through the development of green ammonia with a capacity of 1.2 million tons per year. The project will include up to 5 GW of new wind and solar capacity, battery energy storage systems and a renewable hydrogen plant.

Battery Energy Storage Systems (BESS)

ENGIE is deploying batteries as crucial assets in supporting the energy transition by providing flexibility to energy systems in a backdrop of intermittent renewables, contributing to future security of supply. ENGIE has 0.7 GW of BESS under construction, mainly in the US and Chile.

In June, ENGIE announced the commissioning in Australia of its largest battery energy storage system Hazelwood. In line with the Group's strategy to withdraw from coal-fired power generation and to provide flexibility to the grid, ENGIE has rehabilitated a former coal-fired asset with a utility-scale battery of 150 MW / 150 MWh, a concrete illustration of the country's energy transition and ENGIE's commitment to its decarbonisation pathway.

Retail

In the context of the end of regulated gas sales tariffs (TRVG), on July 1, 2023, ENGIE transferred c. 2 million clients to the switchover tariff ("offre passerelle") who had not opted out of the regulated tariff by June 30, 2023. The switchover tariff was discussed with the French Energy Regulatory Commission (Commission de Régulation de l'Énergie) and is comparable to the TRVG.

Energy Solutions

Energy Solutions has achieved major wins in District Heating and Cooling (DHC), on-site generation and sustainable mobility.

In Cannes, ENGIE has been awarded a DHC contract based on thalassothermy, recovering the calorific energy of the sea to supply buildings with heat and cold and creating a network of 7 km connected to hotels, festival halls and residences. This 25-year contract is expected to reduce 6,800 tons of CO2 per year.

In line with ENGIE's purpose to accelerate the transition towards a carbon-neutral economy through environmentallyfriendly solutions, the Group is decarbonising the chemical industry through several projects. In Barcelona, ENGIE has been awarded a 15-year contract to supply steam in KAO's chemical plant through a 10.5 MW biomass boiler, saving more than 15,000 tons of CO2 per year. In France, ENGIE has renegotiated a 9-year contract to provide Arkema with utilities such as steam and compressed air on their site in Villers-Saint-Paul.

ENGIE has launched the ENGIE Vianeo brand to develop the electric mobility system with 1,000 charge points already in operation throughout France with a target to reach 12,000 electric charge points by 2025.

In the United States, the Group has faced cost overruns in connection with the construction of cogeneration units in two separate contracts due to the failure of EPC contractors, leading to book a provision of €150 million in the first half of 2023. As an industrial company, ENGIE is monitoring these projects with a tighter management approach at the head of the GBU and has strengthened local teams with dedicated resources to finalize construction works with rigorous project management.

Disciplined capital allocation

In H1 2023, gross Capex amounted to €3.3 billion. Growth Capex amounted to €2.3 billion, of which 58% dedicated to Renewables, 14% to Networks and 14% to Energy Solutions, in line with ENGIE's strategic roadmap.

Performance plan delivery

Performance results were slightly positive during the first semester of the year, with operational excellence across GBUs partly offset by an increase in support function costs driven by an inflationary context. The Group is closely monitoring loss-making activities to accelerate their contribution to the performance plan.

1.4 Update on Belgian nuclear assets and liabilities

On July 21, 2023, ENGIE and the Belgian government signed a framework agreement (1) on the 10-year extension of Tihange 3 and Doel 4 nuclear reactors, and on all obligations related to nuclear waste. This agreement reflects the interest

(1) Full and definitive agreements are expected to be signed in the fourth quarter of 2023; these agreements will themselves be conditional, in particular, on the approval by the European Commission under state aid and the adoption of legislative amendments relating to the Belgian nuclear legal and regulatory framework.

of both parties to proceed with a flexible LTO and builds on the interim agreement signed on 29 June 2023, which defined the following terms:

  • the commitment from both parties to use their best efforts to restart the nuclear units of Doel 4 and Tihange 3 as early as November 2025;
  • the establishment of a legal structure dedicated to the two extended nuclear units, equally owned by the Belgian State and ENGIE;
  • the business model of the extension with balanced risk allocation, notably through a contract for difference mechanism;
  • an agreement on the fixed amount of future costs related to the treatment of nuclear waste, based on a new scenario defined by ONDRAF, covering all of ENGIE's nuclear reactors in Belgium, for a total amount of €15 billion. This amount is to be paid in two instalments, one at closing, expected in the first semester of 2024 for categories B and C and a second payment at the start of the LTO for category A.

The project of extension of the two units has no impact on ENGIE's guidance for the medium-term. The Group recognized the increase in its commitments under the transfer of nuclear waste liabilities as an expense impacting non-recurring income for the H1 2023 fiscal year, after nuclear provisions adjustment, for an amount of €4.4 billion before tax. The impact on the economic net debt stood at €4.1 billion at 30 June 2023.

In July, ENGIE was informed on the new parameters considered by the Commission for Nuclear Provisions (CPN) for the calculation of the nuclear provision for the dismantling and spent fuel management of Belgian nuclear power plants following the triennial revision. The CPN has revised downwards the provisions communicated in December 2022 with a decrease of €0.6bn related to dismantling provisions. This adjustment is included in the €4.4 billion mentioned above.

1.5 Progress on key ESG targets

During the first half of 2023, greenhouse gas emissions from energy production were reduced to 26 million tons vs. 30 million tons at end of June 2022, mainly due to a lower load factor on thermal generation facilities.

ENGIE also increased the share of renewables in its portfolio to 39% as at 30 June 2023 from 38% at the end of 2022, mainly by adding 0.7 GW of new renewable capacity.

Brazil has become 100% renewable power generation for ENGIE after the disposal of the Pampa Sul coal-fired power plant and is well on track to be one of our 4 Net zero countries in 2030.

1.6 H1 2023 financial review

1.6.1. Revenues

Revenue at at €47.0 billion was up 8.9% on a gross basis and 9.5% on an organic basis.

Contributive revenues, after elimination of intercompany transactions

% change
(reported
% change
(organic
In millions of euros June 30, 2023 June 30, 2022 basis) basis)
Renewables 2,899 2,485 +16.6% +15.8%
Networks 3,661 3,650 +0.3% +1.7%
Energy Solutions 5,779 5,546 +4.2% +6.5%
FlexGen 2,724 3,222 -15.5% -15.2%
Retail 10,363 8,169 +26.9% +27.2%
Others 21,540 20,118 +7.1% +7.2%
of which GEMS 21,492 20,063 +7.1% +7.3%
TOTAL REVENUES (excluding Nuclear) 46,965 43,191 +8.7% +9.3%
Nuclear 63 (23)
TOTAL REVENUES 47,028 43,167 +8.9% +9.5%

Revenue for Renewables amounted to €2,899 million, +16.6% on a gross basis and +15.8% on an organic basis. The gross increase included positive foreign exchange effects in Brazil. Organically, activity increased in France mainly due to higher achieved prices and volumes for hydro.

Revenue for Networks amounted to €3,661 million, +0.3% on a gross basis and +1.7% on an organic basis. Gross increase included positive foreign exchange effects mainly in Latin America and scope out effects in Argentina. Organically, revenue increased driven by auctions of capacities for gas transport and favourable market for storage activities in Germany and in the UK partly offset by lower distributed volumes in French distribution. In Latin America, revenue decreased mainly in Brazil reflecting the decrease in construction revenue following progressive commissioning of transmission lines.

Revenue for Energy Solutions amounted to €5,779 million, +4.2% on a gross basis and +6.5% on an organic basis. The gross increase included positive foreign exchange effects notably in the United States. Organically, activity increased in Europe mainly driven by Germany. France also experienced positive organic growth driven by distributed energy infrastructure offsetting decrease in energy efficiency.

Revenue for FlexGen amounted to €2,724 million, -15,5% on a gross basis and -15,2% on an organic basis. Limited impact from foreign exchange due to offsetting effects in UK and Latin America. The organic performance is explained by Europe, mainly due to lower ancillaries partly offset by higher spreads captured in Latin America due to indexation of PPA contracts in Chile and higher generation and prices in Peru.

Revenue for Retail amounted to €10,363 million, +27.2% on an organic basis. Organically, the increase was mainly driven by higher commodity prices offset by lower gas and power volumes due to sobriety and decrease of regulated portfolio.

Revenue for Others amounted to €21,540 million. The increase compared to last year was mainly driven by GEMS, essentially impacted by increase in commodity prices more than offsetting lower delivered volumes.

Nuclear reported almost no external revenue post-elimination of intercompany operations.

1.6.2. EBITDA

EBITDA (excluding Nuclear) at €8.8 billion, was up 37.5% on a gross basis and up 37.6% on an organic basis.

Activity/geography matrix

In millions of euros France Rest of
Europe
Latin
America
USA &
Canada
Middle East,
Asia & Africa
Others June 30,
2023
Renewables 496 213 635 162 20 (13) 1,513
Networks 1,804 81 414 (3) (5) 2,292
Energy Solutions 328 159 (1) (145) 36 (6) 372
FlexGen 559 177 26 220 (13) 969
Retail 400 172 57 (14) 614
Others (3) 1 13 3,019 3,029
Of which GEMS 3,260 3,260
TOTAL EBITDA (excluding Nuclear) 3,028 1,180 1,226 54 333 2,968 8,790
Nuclear 574 574
TOTAL EBITDA 3,028 1,754 1,226 54 333 2,968 9,364
In millions of euros France Rest of
Europe
Latin
America
USA &
Canada
Middle East,
Asia & Africa
Others June 30,
2022
Renewables 277 191 521 124 12 (24) 1,101
Networks 1,910 92 387 (2) (5) 2,382
Energy Solutions 305 92 1 11 30 6 444
FlexGen 543 115 22 223 (13) 891
Retail 510 34 3 14 (8) 553
Others (3) 12 1,010 1,020
Of which GEMS 1,161 1,161
TOTAL EBITDA (excluding Nuclear) 3,001 949 1,028 167 279 967 6,391
Nuclear 1,089 1,089
TOTAL EBITDA 3,001 2,038 1,028 167 279 967 7,480

1.6.3. EBIT

EBIT (excluding Nuclear) at €6.7 billion was up 52.7% on a gross basis and up 52.8% on an organic basis.

  • Foreign exchange: a net effect of €+2 million driven by the appreciation of the Brazilian real and the US dollar almost totally offset by the depreciation of the UK pound sterling.
  • Scope: net effect of €-1 million.
  • French temperature: compared to average, the temperature effect was a negative €70 million, generating a positive year-on-year variation of €36 million compared to H1 2022 across Networks, Retail and GEMS.

EBIT contribution by activity: growth mainly driven by GEMS and Renewables

In millions of euros June 30, 2023 June 30, 2022 % change
(reported
basis)
% change
(organic
basis)
o/w temp. effect
(France)
vs. 2022
Renewables 1,192 828 +43.9% +43.1%
Networks 1,358 1,471 -7.7% -7.8% +21
Energy Solutions 132 228 -41.8% -42.6%
FlexGen 761 667 +14.2% +15.5%
Retail 489 422 +15.7% +16.7% +12
Others 2,781 779 +3
of which GEMS 3,142 1,062 +3
TOTAL EBIT (excluding Nuclear) 6,713 4,396 +52.7% +52.8% +36
Nuclear 239 858 -72.2% -72.2%
TOTAL EBIT 6,952 5,253 +32.3% +32.4% +36

Activity/geography matrix

Rest of Latin USA & Middle East,
In millions of euros France Europe America Canada Asia & Africa Others June 30, 2023
Renewables 409 184 523 78 14 (16) 1,192
Networks 931 56 378 (3) (5) 1,358
Energy Solutions 177 108 (2) (150) 31 (32) 132
FlexGen 460 79 25 213 (16) 761
Retail 323 134 48 (16) 489
Others (3) 8 2,776 2,781
Of which GEMS 3,142 3,142
TOTAL EBIT (excluding Nuclear) 1,840 939 978 (41) 305 2,691 6,713
Nuclear 239 239
TOTAL EBIT 1,840 1,178 978 (41) 305 2,691 6,952
Rest of Latin USA & Middle East,
In millions of euros France Europe America Canada Asia & Africa Others June 30, 2022
Renewables 205 162 421 58 9 (26) 828
Networks 1,059 69 351 (2) (5) 1,471
Energy Solutions 170 47 (1) 5 23 (17) 228
FlexGen 447 (2) 21 216 (15) 667
Retail 434 (8) 3 2 (10) 422
Others (3) 8 775 779
Of which GEMS 1,062 1,062
TOTAL EBIT (excluding Nuclear) 1,868 714 772 90 250 702 4,396
Nuclear 858 858
TOTAL EBIT 1,868 1,572 772 90 250 702 5,253

1.6.3.1. Renewables: strong growth mainly driven by higher volumes, contribution of new capacity commissioned and better captured prices in Europe

In millions of euros June 30, 2023 June 30, 2022 % change
(reported
basis)
% change
(organic
basis)
EBIT 1,192 828 +43.9% +43.1%
Total CAPEX 1,378 1,881
CNR achieved prices (€/MWh) (1) 121 72 +68.1%
DBSO (2) Margins (EBIT level) (1) 43
Operational KPIs
Commissioning (GW at 100%) 0.7 2.2 (3)
Hydro volumes France (TWh at 100%) 7.9 7.1 +0.8

(1) Before hydro tax on CNR.

(2) Develop, Build, Share and Operate.

(3) As of December 31, 2022.

Renewables reported a 43.1% organic EBIT growth, driven by a positive volume effect (€+156 million) mainly due to higher hydro volumes in France and Portugal, positive price effect (€+73 million) with higher captured prices mainly for French hydro, and the reversal of buybacks in the first half of 2022 due to low hydro volumes in Portugal and France. EBIT also benefited from the contribution of new capacity commissioned (€+90 million) mainly in the US, Europe and Latin America, as well as from a positive one-off in Brazil linked to the hydro concession extension of Estreito. These effects largely offset the absence of DBSO margins (in H1 2023 €-44 million).

1.6.3.2. Networks: lower distributed volumes in France partly offset by net positive price effects in Europe

In millions of euros June 30, 2023 June 30, 2022 % change
(reported
basis)
% change
(organic
basis)
EBITDA 2,292 2,382 -3.8% -3.8%
EBIT 1,358 1,471 -7.7% -7.8%
Total CAPEX 865 1,019 -15.1%
Operational KPIs
Temperature effect – France (EBIT in €m) (48) (69.0) +21
Smart meters (m) 11.1 (1)
10.9
+0.2

(1) As of December 31, 2022.

Networks EBIT was down 7.8% on an organic basis. French Infrastructure EBIT decreased €118 million due to lower distributed volumes, higher energy costs and higher staff costs driven by inflation, as well as impact of strikes. These effects were partly offset by additional revenues from capacity subscribed for gas transit between France and Germany as well as a favourable environment in storage activities mainly in the UK and Germany. Outside Europe, EBIT was positive due to a better performance of gas transmission assets in Latin America.

1.6.3.3. Energy Solutions: impacted by provisions in the US, steady progress in other operations

In millions of euros June 30, 2023 June 30, 2022 % change
(reported
basis)
% change
(organic
basis)
Revenues 5,779 5,546 +4.2% +6.5%
EBIT 132 228 -41.8% -42.6%
Total CAPEX 388 311 +24.6%
Operational KPIs
Distrib. Infra installed cap. (GW) 25.4 24.6 (1) +0.8
EBIT margin (excluding US one-off) 4.9% 4.1% +78 bps
Backlog - French concessions (bn€) 21.2 19.8 (1) +1.4

(1) As of December 31, 2022.

Energy Solutions reported a negative €99 million organic EBIT decrease mainly due to contract provisions (€150 million) related to cost overruns in the construction of two cogeneration plants in the US. Excluding this one-off, Energy Solutions is progressing according to plan and EBIT was up 22% organically driven by operational performance of local energy networks despite negative impacts of strikes in France, positive results of cogeneration assets in France as well as margin improvement and developments in energy performance management activities.

1.6.3.4. FlexGen: strong performance driven by recovery in Chile and higher achieved energy margin partly offset by lower ancillaries

In millions of euros June 30, 2023 June 30, 2022 % change
(reported
basis)
% change
(organic
basis)
EBITDA 969 891 +8.8% +9.9%
EBIT 761 667 +14.2% +15.5%
Operational KPIs
Average captured CSS Europe (€/MWh) 36.0 27.0 +33%
Installed capacity (GW at 100%) 59.3 59.5 (1) (0.2)

(1) As of December 31, 2022.

Flex Gen EBIT reported a 15.5% organic growth. This increase was mainly driven by price effects (€+85 million), including improvement in Chile with reduction of short positions and lower sourcing prices, higher spreads for European gas assets partly offset by lower market opportunities captured. The EBIT also benefited from a favourable comparison effect as the Group recognised an extraordinary tax in Italy in the first half of 2022. These effects were partially offset by a negative volume effect (€-21 million) and, as expected, a lower contribution of ancillary services in Europe, which were at very high levels in H1 2022.

1.6.3.5. Retail: positive price effect partly offset by a mild winter

In millions of euros June 30, 2023 June 30, 2022 % change
(reported
basis)
% change
(organic
basis)
EBITDA 614 553 +11.1% +12.0%
EBIT 489 422 +15.7% +16.7%
French temperature effect (EBIT in m€) (18) (30) +12

Retail EBIT amounted to €489 million. Organically, the EBIT increase was mainly driven by price effects due to higher margins in France including timing effects as well as in Romania, net of a negative volume effect mainly due to a mild winter, with reversal of long positions sold at high prices in 2022. EBIT also benefited from the new profit sharing mechanism on portfolio optimization that was put in place between GEMS and Retail.

1.6.3.6. Others: significant contribution from GEMS

GEMS EBIT amounted to €3,142 million, up €2,080 million year-on-year, driven by:

  • the negative impact related to Gazprom contracts considering the risk of physical gas disruption in H1 2022, which did not repeat in 2023;
  • the strong performance of energy management activities in Europe, still benefiting from good market conditions, although less favorable than in 2022;
  • the gradual normalization of market conditions, leading to continuous reversal of market reserves;
  • the good performance of the B2B business, in a market environment that allows full valuation of the cost of risk;
  • the continued effect of deals signed in 2022 at good conditions which materialize at delivery date.

GEMS' contribution for the next semester is expected to decrease significantly due to the combination of non-replicable impacts as well as the contribution from transactions locked in during 2022 which is expected to normalize in future.

1.6.3.7. Nuclear: higher taxes and net impact of decommissioning partly offset by higher captured prices

En millions d'+euros June 30, 2023 June 30, 2022 % change
(reported
basis)
% change
(organic
basis)
EBITDA 574 1,089 -47.3% -47.3%
EBIT 239 858 -72.2% -72.2%
Total Capex 98 153 -35.8%
Operational KPIs
Output (BE + FR, @ share, TWh) 16.3 22.2 -27% -
Availability (Belgium at 100%) 88.7% 84.9% +380 bps -

Nuclear reported €239 million of EBIT compared to €858 million in H1 2022. EBIT was negatively impacted by the phaseout of the reactors Doel 3 in September 2022 and Tihange 2 in February 2023 (€-621 million) and the nuclear inframarginal tax which amounted to €579 million. The increase, albeit slightly reduced, of the dismantling assets following the CPN triennial revision also leads to a higher depreciation expense. These negative effects were partly offset by higher captured prices (€+658 million) and a positive volume effect (€+129 million) mainly due to higher availability for Belgian assets at 88.7%.

1.6.4. Comparable basis organic growth analysis

% change
(reported/organic
In millions of euros June 30, 2023 June 30, 2022 basis)
Revenues 47,028 43,167 +8.9%
Scope effect (43) (263)
Exchange rate effect 11
Comparable data 46,985 42,915 +9.5%

In millions of euros June 30, 2023 June 30, 2022 % change (reported/organic basis) EBITDA 9,364 7,480 +25.2% Scope effect (29) (29) ‐ Exchange rate effect ‐ 7 ‐ Comparable data 9,335 7,458 +25.2%

In millions of euros June 30, 2023 June 30, 2022 % change
(reported/organic
basis)
EBIT 6,952 5,253 +32.3%
Scope effect (15) (16)
Exchange rate effect 2
Comparable data 6,937 5,239 +32.4%

The calculation of organic growth aims to present comparable data both in terms of the exchange rates used to convert the financial statements of foreign companies and in terms of contributing entities (consolidation method and contribution in terms of comparable number of months). Organic growth in percentage terms represents the ratio between the data for the current year (N) and the previous year (N-1) restated as follows:

  • The N-1 data is corrected by removing the contributions of entities transferred during the N-1 period or prorata temporis for the number of months after the transfer in N;
  • The N-1 data is converted at the exchange rate for the period N;
  • The N data is corrected with the N acquisition data or prorata temporis for the number of months prior to the N-1 acquisition.

2 OTHER INCOME STATEMENT ITEMS

2 OTHER INCOME STATEMENT ITEMS

The reconciliation between EBIT and Net income/(loss) is presented below:

% change
In millions of euros June 30, 2023 June 30, 2022 (reported basis)
EBIT 6,952 5,253 +32.3%
(+) Mark-to-Market on commodity contracts other than trading instruments (435) 3,744
(+) Non-recurring share in net income of equity method entities (28) (14)
Current operating income including operating MtM and share in net income of equity
method entities
6,490 8,984 -27.8%
Impairment losses 382 (8)
Restructuring costs (21) (48)
Changes in scope of consolidation (83) (192)
Other non-recurring items (4,787)
Income/(loss) from operating activities 1,981 8,736 -77.3%
Net financial income/(loss) (1,327) (2,082)
Income tax benefit/(expense) (871) (1,765)
NET INCOME/(LOSS) (217) 5,064 -104.3%
Net recurring income/(loss) relating to continuing operations, Group share 4,045 3,248
Net recurring income/(loss) Group share per share 1.65 1.39
Net income/(loss) Group share (847) 5,012
Non-controlling interests 630 52

The reconciliation between Net recurring income/(loss) Group share and Net income/(loss) Group share is presented below:

In millions of euros June 30, 2023 June 30, 2022
Net recurring income/(loss) relating to continuing operations, Group share 4,045 3,248
Impairment & Others (4,354) (1,922)
Restructuring costs (21) (48)
Changes in scope of consolidation (83) (192)
Mark-to-Market on commodity contracts other than trading instruments (435) 3,744
Net recurring income/(loss) relating to discontinued operations, Group share 181
Net income/(loss) Group share (847) 5,012

Income from operating activities came to €1,981 million, down sharply compared to first-half 2022, mainly due to the impact of the revision of nuclear provisions and changes in unrealized gains and losses on commodity financial instruments not qualified as hedges, which was partially offset by EBIT growth and reversals of impairment losses.

Income from operating activities was affected by:

  • net reversals of impairment losses of €382 million (compared with net additions of €8 million in first-half 2022), mainly relating to dismantling assets (see Note 7.1);
  • restructuring costs of €21 million (compared with €48 million in first-half 2022) (see Note 7.2);
  • negative scope effects of €83 million (compared with a negative €192 million in first-half 2022) (see Note 7.3);
  • other non-recurring items amounting to a negative €4,787 million (no impact in first-half 2022), mainly comprising the effects of the revision of nuclear provisions to take account of the agreement signed with the Belgian government on June 29, 2023, which became binding following the signature of supplements to the initial agreement on July 21, 2023 (see Note 7.4).

The net financial loss amounted to €1,327 million in first-half 2023, compared with €2,082 million in first-half 2022 (see Note 8), mainly due to the impairment in 2022 of the loan granted to Nord Stream 2 for €987 million.

Adjusted for non‐recurring items, the net financial loss amounted to €1,109 million in first-half 2023, compared with €972 million in first-half 2022. This €137 million deterioration is due to the €84 million increase in other financial expenses (notably the increase in the unwinding adjustment) and the €52 million rise in the cost of net debt.

2 OTHER INCOME STATEMENT ITEMS

The income tax expense for first-half 2023 amounted to €871 million (versus an income tax expense of €1,765 million in the first six months of 2022).

Adjusted for non-recurring items, the recurring effective tax rate was 25.1% at June 30, 2023 compared with 18.8% at June 30, 2022, mainly due to:

  • the unfavorable change in the tax situation in certain countries that only partially recognize their deferred tax assets, notably Belgium, Italy, Luxembourg and the Netherlands - approximately +9.1 points;
  • the unfavorable impact in 2022 of the non-deductibility of the one-off tax contribution voted in Italy, recognized as an operating expense – approximately -1.9 points;
  • changes in the Group's tax rate mix by country around -0.4 points.

Net recurring income, Group share relating to continuing operations amounted to €4,045 million compared with €3,248 million in first-half 2022. This increase was mainly due to EBIT growth, partly offset by higher recurring financial expenses and a higher recurring effective tax rate.

Net income/(loss), Group share was a loss of €847 million, down sharply on the first half of 2022, mainly due to the change in unrealized gains and losses on commodity financial instruments not qualified as hedges, and the revision of nuclear provisions.

Net income attributable to non-controlling interests amounted to €630 million, an improvement on the first-half 2022 figure (€578 million), notably in Renewables in the United States and FlexGen in Australia.

3 CHANGES IN NET FINANCIAL DEBT

3 CHANGES IN NET FINANCIAL DEBT

Net financial debt stood at €23.0 billion down €1.1 billion compared to December 3, 2022. This decrease was mainly driven by:

  • Cash Flow From Operations of €9.5 billion;
  • disposals of €0.1 billion.

These positive elements were partly offset by:

  • dividends paid to ENGIE SA shareholders and to non-controlling interests of €3.6 billion;
  • capital expenditure over the period of €3.3 billion;
  • Belgian nuclear phase-out funding and expenses (1) of €1.3 billion;
  • other elements of €0.4 billion.

Changes in net financial debt break down as follows:

In billions of euros

(1) Capital expenditure net of DBSO proceeds.

(2) Including scope effects relating to disposals and acquisitions.

(1) Synatom funding previously reported in gross Capex and waste/dismantling expenses previously reported in CFFO.

MANAGEMENT REPORT

3 CHANGES IN NET FINANCIAL DEBT

Economic net debt stood at €41.4 billion, up €2.5 billion compared to 31 December 2022, mainly due to the increase in Asset Retirement Obligation provisions (€+4.8 billion, mainly the increase of nuclear provisions of €+4.1 billion following the agreement reached with the Belgian State) lower financial net debt (€-1.1 billion) and additional funding related to nuclear phase-out (€-1.1 billion).

Changes in economic net debt break down as follows:

In billions of euros

(1) Increase in Nuclear provisions following the agreement reached with the Belgian Government.

The net financial debt to EBITDA ratio stood at 1.5x, down 0.3x compared to December 31, 2022. The average cost of gross debt stood at 4.27%

In millions of euros June 30, 2023 Dec 31, 2022
Net financial debt 22,956 24,054
EBITDA (last twelve months) 15,614 13,713
NET DEBT/EBITDA RATIO 1.47 1.75

The economic net debt to EBITDA ratio stood at 2.7x, down 0.2x compared to December 31, 2022, and in line with the target ratio below or equal to 4.0x.

In millions of euros June 30, 2023 Dec 31, 2022
Economic net debt 41,357 38,808
EBITDA (last twelve months) 15,614 13,713
ECONOMIC NET DEBT/EBITDA RATIO 2.65 2.83

3.1 Cash flow from operations (CFFO)

Cash flow from operations amounted to €9.5 billion, up €2.7 billion compared to H1 2022. This increase was mainly supported by EBITDA growth (€+1.9 billion) and improvement in change in Working Capital Requirements (€+0.8 billion).

3 CHANGES IN NET FINANCIAL DEBT

Change in Working Capital Requirements was positive at €1.4 billion, with a positive year-on-year variation of €0.8 billion mainly driven by price effects (€+3.4 billion) due to gas withdrawal at higher prices and the net positive timing effect on tariff shields (€+1.0 billion) mainly in France, partly offset by the negative impact on margin calls (€-3.1 billion).

3.2 Liquidity

The Group maintained a strong level of liquidity at €23.0 billion at June 30, 2023, including €16.0 billion of cash (1) .

3.3 Net investments

Total Capex amounted to €3.3 billion, including growth CAPEX of €2.3 billion.

Capital expenditure (CAPEX) by activity

In billions of euros

(1) Cash and cash equivalents plus liquid debt instruments held for cash investment purposes minus bank overdrafts.

MANAGEMENT REPORT

3 CHANGES IN NET FINANCIAL DEBT

Growth capital expenditure amounted to €2.3 billion, breaking down as follows by activity:

(1) Net of disposals under DBSO operations, excluding Corporate.

The geography/activity matrix for capital expenditure is presented below:

Rest of Latin USA & Middle East,
In millions of euros France Europe America Canada Asia & Africa Others June 30, 2023
Renewables 153 218 415 548 (3) 5 1,336
Networks 233 27 67 327
Energy Solutions 150 43 (4) 72 21 35 317
FlexGen 116 10 4 53 3 186
Retail 23 20 4 29 76
Nuclear 7 7
Others 8 31 39
Of which GEMS 37 37
TOTAL GROWTH CAPEX 559 432 495 624 76 103 2,288
Rest of Latin USA & Middle East,
In millions of euros France Europe America Canada Asia & Africa Others June 30, 2022
Renewables 101 1,072 312 (156) 5 6 1,339
Networks 325 28 152 505
Energy Solutions 125 28 3 26 32 26 240
FlexGen 28 5 (11) 4 27
Retail 35 21 2 35 93
Nuclear
Others 26 26
Of which GEMS 12 12
TOTAL GROWTH CAPEX 585 1,177 472 (129) 28 97 2,231

Net investments for the period amounted to €3,4 billion and include:

  • growth capital expenditure for €2.3 billion (see above);
  • gross maintenance capital expenditure amounting to €1.0 billion;
  • new right-of-use assets recognized over the period (€0.2 billion);
  • proceeds from disposals representing an inflow of €0.1 billion.

3.4 Dividends and movements in treasury stock

Dividends and movements in treasury stock during the period amounted to €3.6 billion and include ENGIE's dividend payment in April for the 2022 fiscal year for €3.4 billion, and dividends paid by various subsidiaries to their non-controlling interests in an amount of €0.1 billion.

3.5 Net financial debt at June 30, 2023

Excluding amortized cost but including the impact of foreign currency derivatives, at June 30, 2023 a total of 60% of net financial debt was denominated in euros, 28% in US dollars and 13% in Brazilian real.

Including the impact of financial instruments, 97% of net debt is at fixed rates.

The average maturity of the Group's net debt is 14.7 years.

At June 30, 2023, the Group had total undrawn confirmed credit lines of €12.3 billion.

3.6 Rating

On 12 May 2023, S&P confirmed its BBB+ long-term issuer rating and short-term issuer rating at A-2, with a stable outlook.

On 13 July 2023, Moody's confirmed its Baa1/P-2 senior unsecured rating, with a stable outlook.

On 18 July 2023, Fitch confirmed its long-term issuer rating to A-, and short-term rating at F1, with a stable outlook.

4 OTHER ITEMS IN THE STATEMENT OF FINANCIAL POSITION

4 OTHER ITEMS IN THE STATEMENT OF FINANCIAL POSITION

In millions of euros Juen 30, 2023 Dec. 31, 2022 Net change
Non-current assets 115,213 131,521 (16,308)
Of which goodwill 12,860 12,854 6
Of which property, plant and equipment and intangible assets, net 63,415 62,853 563
Of which derivative instruments 13,600 33,134 (19,533)
Of which investments in equity method entities 9,581 9,279 303
Current assets 76,527 103,969 (27,442)
Of which trade and other payables 19,207 31,310 (12,103)
Of which derivative instruments 13,937 15,252 (1,316)
Of which assets classified as held for sale 428 (428)
Total equity 34,738 39,285 (4,547)
Provisions 31,728 27,027 4,700
Borrowings 40,041 40,591 (550)
Derivative instruments 31,648 51,276 (19,628)
Other liabilities 53,584 77,311 (23,726)
Of which liabilities directly associated with assets classified as held for sale 371 (371)

The carrying amount of property, plant and equipment and intangible assets was €63.4 billion, up €0.6 billion compared with December 31, 2022. This change is mainly due to capital expenditure over the period (up €3.0 billion), new rights of use (positive €0.2 billion), partially offset by depreciation (negative €2.4 billion) and a reduction in the book value of dismantling assets (negative €0.6 billion) (see Note 10).

Goodwill was stable compared with December 31, 2022 at €12.9 billion.

Investments in equity method entities increased by €0.3 billion.

Total equity amounted to €34.7 billion, a decrease of €4.5 billion compared with December 31, 2022. This fall was mainly due to dividends distributed (negative €3.8 billion) and other comprehensive income (negative €0.6 billion, including a negative €1.2 billion for cash flow hedges on commodities and a positive €0.2 billion for deferred taxes).

Provisions increased by €4.7 billion to €31.7 billion compared with December 31, 2022. This increase is mainly due to the effects of the revision of nuclear provisions to take account the interim agreement signed with the Belgian government on June 29, 2023, which became binding following the signature of the supplements to the initial agreements on July 21, 2023 (see Note 13) and the conclusions of the Commission for Nuclear Provisions (CPN) on July 7.

The decrease in derivative instruments is mainly due to the decline in commodity prices over the first six months of 2023.

5 RELATED PARTY TRANSACTIONS

5 RELATED PARTY TRANSACTIONS

Related party transactions are described in Note 20 to the consolidated financial statements for the year ended December 31, 2022 and did not change significantly in first-half 2023.

6 OUTLOOK

6 OUTLOOK

6.1 Guidance

6.1.1. Financial targets

The forecasts for the financial year ending December 31, 2023 set forth below are based on data, assumptions and estimates considered to be reasonable by the Group at the date of issuance of this document.

These data and assumptions may evolve or be amended due to uncertainties related to the economic, financial, accounting, competitive, regulatory and tax environment or other factors that the Group may not be aware of at the date of registration of the management report.

The forecasts presented below and the underlying assumptions, have also been prepared in accordance with the provisions of Delegated Regulation (EU) No 2019/980 supplementing Regulation (EU) No 2017/1129 and the ESMA recommendations on forecasts.

Subject to the adjustments detailed in 6.1.3, the forecast presented below result from the budget and medium-term plan process as described in Note 13 to the consolidated financial statements for the year ended December 31, 2022; they have been prepared on a comparable basis with historical financial information and in accordance with the accounting methods applied to the Group's consolidated financial statements at December 31, 2022.

6.1.2. 2023 guidance - Upgrade

See section 1.2 of this management report.

6.1.3. Assumptions

Apart from taking into account the results for the first half of 2023, the assumptions used are those communicated in the Annual Financial Report at December 31, 2022 (see Note 1.2.1) with the exception of the following adjustments, communicated in May 2023 (financial information at March 31, 2023) and June 2023 (revision of the 2023 guidance):

  • guidance and indications based on continuing operations;
  • no change in accounting policies;
  • no major regulatory or macro-economic changes;
  • inframarginal rent caps based on current texts;
  • full pass through of supply costs in French BtoC retail tariffs;
  • average temperature in France;
  • average hydro, wind and solar productions;
  • average forex:
    • − € / USD: 1.08,
    • − € / BRL: 5.46;
  • Belgian nuclear availability: c.90% in 2023, based on availabilities;
  • contingencies on Belgian nuclear operations of €0.2 billion in 2023;
  • market commodity prices at May 31, 2023;
  • recurring net financial costs of €(2.2) and (2.4) billion;
  • recurring effective tax rate: 24-27%.

6 OUTLOOK

6.2 Main risks and uncertainties for the second half of 2023

The "Risk factors and control" section (Chapter 2) of the 2022 Universal Registration Document provides a detailed description of the risk factors to which the Group is exposed. The main risks and uncertainties and any changes thereto are described in the half-year management report and in Note 1 to the condensed consolidated financial statements for the six months ended June 30, 2023.

Changes in risks and uncertainties relating to financial instruments and legal and anti-trust proceedings are presented in Note 12 and Note 16 to the interim condensed consolidated financial statements for the six months ended June 30, 2023.

Risks and uncertainties relating to the carrying amounts of goodwill, intangible assets and property, plant and equipment are presented in Note 10 to the interim condensed consolidated financial statements for the six months ended June 30, 2023 and in Notes 13 to the consolidated financial statements for the year ended December 31, 2022.

ENGIE - 2023 FIRST-HALF FINANCIAL REPORT

INCOME STATEMENT 29
STATEMENT OF COMPREHENSIVE INCOME 30
STATEMENT OF FINANCIAL POSITION 31
STATEMENT OF CHANGES IN EQUITY 33
STATEMENT OF CASH FLOWS 35

INCOME STATEMENT

INCOME STATEMENT

In millions of euros Notes June 30, 2023 June 30, 2022
REVENUES 4.2 & 5 47,028 43,167
Purchases and operating derivatives 6.1 (33,175) (27,685)
Personnel costs (4,140) (3,903)
Depreciation, amortization and provisions (2,437) (2,174)
Taxes 6.2 (1,948) (1,520)
Other operating income 622 632
Current operating income including operating MtM 5,949 8,516
Share in net income of equity method entities 4.2 540 468
Current operating income including operating MtM and share in net income of equity
method entities
6,490 8,984
Impairment losses 7.1 382 (8)
Restructuring costs 7.2 (21) (48)
Changes in scope of consolidation 7.3 (83) (192)
Other non-recurring items 7.4 (4,787)
NET INCOME/(LOSS) FROM OPERATING ACTIVITIES 7 1,981 8,736
Financial expenses (1,806) (2,341)
Financial income 479 259
NET FINANCIAL INCOME/(LOSS) 8 (1,327) (2,082)
Income tax benefit/(expense) 9 (871) (1,765)
NET INCOME/(LOSS) RELATING TO CONTINUING OPERATIONS (217) 4,889
NET INCOME/(LOSS) RELATING TO DISCONTINUED OPERATIONS 176
NET INCOME/(LOSS) (217) 5,064
Net income/(loss) Group share (847) 5,012
Of which Net income/(loss) relating to continuing operations, Group share (847) 4,837
Of which Net income/(loss) relating to discontinued operations, Group share 175
Non-controlling interests 630 52
Of which Non-controlling interests relating to continuing operations 630 52
Of which Non-controlling interests relating to discontinued operations 1
BASIC EARNINGS/(LOSS) PER SHARE (EUROS) (1) (0.37) 2.05
Of which Basic earnings/(loss) relating to continuing operations per share (0.37) 1.98
Of which Basic earnings/(loss) relating to discontinued operations per share 0.07
DILUTED EARNINGS/(LOSS) PER SHARE (EUROS) (1) (0.37) 2.04
Of which Diluted earnings/(loss) relating to continuing operations per share (0.37) 1.97
Of which Diluted earnings/(loss) relating to discontinued operations per share 0.07

(1) In accordance with IAS 33 – Earnings Per Share, earnings per share and diluted earnings per share are based on net income/(loss) Group share after deduction of payments to holders of deeply-subordinated perpetual notes (see Note 11.5 "Deeply-subordinated perpetual notes").

STATEMENT OF COMPREHENSIVE INCOME

STATEMENT OF COMPREHENSIVE INCOME

In millions of euros Notes June 30, 2023 June 30, 2022
NET INCOME/(LOSS) (217) 5,064
Debt instruments 11.1 237 (315)
Net investment hedges 12 21 (205)
Cash flow hedges (excl. commodity instruments) 12 (225) 1,042
Commodity cash flow hedges (1) 12 (1,227) 2,280
Deferred tax on recyclable or recycled items 334 (948)
Share of equity method entities in recyclable items, net of tax 74 576
Translation adjustments 75 1,358
Recyclable items relating to discontinued operations, net of tax 2
TOTAL RECYCLABLE ITEMS (710) 3,791
Equity instruments 11.1 53 (445)
Actuarial gains and losses 164 2,340
Deferred tax on non recyclable items (120) (562)
Share of equity method entities in actuarial gains and losses, net of tax
Non-recyclable items relating to discontinued operations, net of tax 53
TOTAL NON-RECYCLABLE ITEMS 98 1,386
TOTAL RECYCLABLE ITEMS AND NON-RECYCLABLE ITEMS (612) 5,177
TOTAL COMPREHENSIVE INCOME/(LOSS) (829) 10,241
Of which owners of the parent (1,678) 10,357
Of which non-controlling interests 849 (116)

(1) The decrease in commodity prices during the first half of 2023 contributed to significant changes in the fair value of financial instruments, impacting Other comprehensive income. In 2023, the hedging of electricity supply activities in France, Belgium and the Netherlands and sales resulting from the production of some of our assets in these same areas qualified as cash flow hedging instruments in accordance with IFRS 9. Unrealized gains and losses on the effective portion of the hedges are now recorded in Other comprehensive income, as are hedges of our gas supply activities in Europe that already qualified, and are recycled to operating income at the same time as the hedged transactions to which they relate.

STATEMENT OF FINANCIAL POSITION

STATEMENT OF FINANCIAL POSITION

ASSETS

In millions of euros Notes June 30, 2023 Dec. 31, 2022
Non-current assets
Goodwill 10 12,860 12,854
Intangible assets, net 10 7,341 7,364
Property, plant and equipment, net 10 56,074 55,488
Other financial assets 11 12,229 10,599
Derivative instruments 11 13,600 33,134
Assets from contracts with customers 5 5 9
Investments in equity method entities 0 9,581 9,279
Other non-current assets 15 1,630 766
Deferred tax assets 0 1,892 2,029
TOTAL NON-CURRENT ASSETS 115,213 131,521
Current assets
Other financial assets 11 2,461 2,394
Derivative instruments 11 13,937 15,252
Trade and other receivables, net 5 19,207 31,310
Assets from contracts with customers 5 9,329 12,575
Inventories 15 5,413 8,145
Other current assets 15 10,463 18,294
Cash and cash equivalents 11 15,716 15,570
Assets classified as held for sale 0 428
TOTAL CURRENT ASSETS 76,527 103,969
TOTAL ASSETS 191,739 235,490

STATEMENT OF FINANCIAL POSITION

LIABILITIES

In millions of euros Notes June 30, 2023 Dec. 31, 2022
Shareholders' equity 29,101 34,253
Non-controlling interests 0 5,637 5,032
TOTAL EQUITY 0 34,738 39,285
Non-current liabilities
Provisions 13 18,998 24,663
Long-term borrowings 11 31,464 28,083
Derivative instruments 11 15,486 39,417
Other financial liabilities 11 86 90
Liabilities from contracts with customers 5 86 121
Other non-current liabilities 15 3,567 3,646
Deferred tax liabilities 0 6,140 6,408
TOTAL NON-CURRENT LIABILITIES 75,828 102,427
Current liabilities
Provisions 13 12,729 2,365
Short-term borrowings 11 8,577 12,508
Derivative instruments 11 16,162 11,859
Trade and other payables 11 20,827 39,801
Liabilities from contracts with customers 5 3,488 3,292
Other current liabilities 15 19,390 23,583
Liabilities directly associated with assets classified as held for sale 0 371
TOTAL CURRENT LIABILITIES 81,173 93,778
TOTAL EQUITY AND LIABILITIES 191,739 235,490

STATEMENT OF CHANGES IN EQUITY

STATEMENT OF CHANGES IN EQUITY

Share Additio
nal
paid-in
Consoli
dated
Deeply
subor
dinated
perpetual
Changes
in fair
value
and
Transla
tion
adjust
Treasury Sharehol
ders'
Non
controlling
In millions of euros capital capital reserves notes other ments stock equity interests Total
EQUITY AT DECEMBER 31, 2021 2,435 26,058 5,238 3,767 1,711 (2,017) (199) 36,994 4,986 41,979
Net income/(loss) 5,012 5,012 52 5,064
Other comprehensive income/(loss) 1,232 2,958 1,155 5,345 (169) 5,177
TOTAL COMPREHENSIVE
INCOME/(LOSS)
6,245 2,958 1,155 10,357 (116) 10,241
Share-based payment 25 25 25
Dividends paid in cash (1) (394) (1,689) (2,082) (381) (2,464)
Purchase/disposal of treasury stock (43) 8 (34) (34)
Operations on deeply-subordinated
perpetual notes (2)
(51) (51) (51)
Transactions between owners (3) 152 152 70 222
Transactions with impact on non
controlling interests
6 6
Share capital increases and decreases 15 15
Normative changes (4) (109) (109) (4) (113)
Other changes 1 1 1 2
EQUITY AT JUNE 30, 2022 2,435 25,665 9,768 3,767 4,669 (862) (191) 45,251 4,576 49,827

(1) On April 21, 2022, the Shareholders' Meeting decided to distribute a €0.85 dividend per share for 2021. In accordance with Article 26.2 of the bylaws, a 10% bonus loyalty dividend of €0.09 per share, was awarded to shares registered (whether in a direct or an administered account) for at least two years at December 31, 2021 and that remained registered in the name of the same shareholder until the payment date of the dividend. The loyalty dividend will be capped at 0.5% of the share capital for each eligible shareholder. On April 27, 2022, the Group settled in cash (total of €2,060 million) the dividend of €0.85 per share with rights to ordinary dividends, as well as the dividend (€22 million) for shares eligible for the loyalty bonus.

(2) See Note 12.5 "Deeply-subordinated perpetual notes" to the interim condensed consolidated financial statements for the six months ended June 30, 2022.

(3) Mainly relates to the disposal of part of the portfolio of renewable assets in the United States.

(4) See Note 1.1.2 "Other text" to the interim condensed consolidated financial statements for the six months ended June 30, 2022.

STATEMENT OF CHANGES IN EQUITY

Share Additio
nal
paid-in
Consoli
dated
Deeply
subor
dinated
perpetual
Changes
in fair
value
and
Transla
tion
adjust
Treasury Sharehol
ders'
Non
control
ling
In millions of euros capital capital reserves notes other ments stock equity interests Total
EQUITY AT DECEMBER 31, 2022 2,435 25,667 5,036 3,393 (668) (1,422) (189) 34,253 5,032 39,285
Net income/(loss) (847) (847) 630 (217)
Other comprehensive income/(loss) 79 (1,002) 93 (831) 219 (612)
TOTAL COMPREHENSIVE
INCOME/(LOSS)
(768) (1,002) 93 (1,678) 849 (829)
Share-based payment 28 28 28
Dividends paid in cash (1) (1,752) (1,676) (3,427) (411) (3,839)
Purchase/disposal of treasury stock (61) 8 (53) (53)
Operations on deeply-subordinated
perpetual notes (2)
(46) (46) (46)
Transactions between owners 14 14 (20) (6)
Transactions with impact on non-controlling
interests
(10) (10)
Share capital increases and decreases 198 198
Normative change 15 15 15
Other changes (5) (5) (5)
EQUITY AT JUNE 30, 2023 2,435 23,916 2,538 3,393 (1,670) (1,330) (181) 29,101 5,637 34,738

(1) On April 26, 2023, the Shareholders' Meeting decided to distribute a €1.40 dividend per share for 2022. In accordance with Article 26.2 of the bylaws, a 10% bonus loyalty dividend of €0.14 per share, was awarded to shares registered (whether in a direct or an administered account) for at least two years at December 31, 2022 and that remained registered in the name of the same shareholder until the payment date of the dividend. The loyalty dividend will be capped at 0.5% of the share capital for each eligible shareholder. On May 3, 2023, the Group settled in cash (total of €3,391 million) the dividend of €1.40 per share with rights to ordinary dividends, as well as the dividend (€36 million) for shares eligible for the loyalty bonus.

(2) See Note 11.5 "Deeply-subordinated perpetual notes".

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS

In millions of euros Notes June. 30, 2023 June. 30, 2022
NET INCOME/(LOSS) (217) 5,064
- Net income/(loss) relating to discontinued operations 176
NET INCOME/(LOSS) RELATING TO CONTINUING OPERATIONS (217) 4,889
- Share in net income of equity method entities (540) (468)
+ Dividends received from equity method entities 321 304
- Net depreciation, amortization, impairment and provisions 6,900 1,941
- Impact of changes in scope of consolidation and other non-recurring items 97 193
- Mark-to-market on commodity contracts other than trading instruments 435 (3,744)
- Other items with no cash impact (61) (18)
- Income tax expense 8 871 1,765
- Net financial income/(loss) 9 1,327 2,082
Cash generated from operations before income tax and working capital requirements 9,132 6,944
+ Tax paid (1,026) (517)
Change in working capital requirements 15 1,418 640
CASH FLOW FROM OPERATING ACTIVITIES RELATING TO CONTINUING OPERATIONS 9,524 7,067
CASH FLOW FROM OPERATING ACTIVITIES RELATING TO DISCONTINUED OPERATIONS 12
CASH FLOW FROM OPERATING ACTIVITIES 9,524 7,079
Acquisitions of property, plant and equipment and intangible assets 10 (3,078) (2,341)
Acquisitions of controlling interests in entities, net of cash and cash equivalents acquired 3 & 11 88 (9)
Acquisitions of investments in equity method entities and joint operations 3 & 11 (73) (335)
Acquisitions of equity and debt instruments 11 (1,123) 497
Disposals of property, plant and equipment, and intangible assets 10 72 94
Loss of controlling interests in entities, net of cash and cash equivalents sold 3 & 11 (2) 876
Disposals of investments in equity method entities and joint operations 3 & 11 53 347
Disposals of equity and debt instruments 11 3 268
Interest received on financial assets (27) (14)
Dividends received on equity instruments 1 (1)
Change in loans and receivables originated by the Group and other 3 & 11 (78) (2,267)
CASH FLOW FROM (USED IN) INVESTING ACTIVITIES RELATING TO CONTINUING (4,164) (2,885)
OPERATIONS
CASH FLOW FROM (USED IN) INVESTING ACTIVITIES RELATING TO DISCONTINUED
(3,614)
OPERATIONS
CASH FLOW FROM (USED IN) INVESTING ACTIVITIES
(4,164) (6,499)
Dividends paid (1) (3,573) (2,277)
Repayment of borrowings and debt (5,283) (5,700)
Change in financial assets held for investment and financing purposes (441) 418
Interest paid (419) (396)
Interest received on cash and cash equivalents 252 59
Cash flow on derivatives qualifying as net investment hedges and compensation payments on
derivatives and on early buyback of borrowings 137 (151)
Increase in borrowings 3,989 3,843
Increase/decrease in capital 197 27
Purchase and/or sale of treasury stock (57) (35)
Changes in ownership interests in controlled entities 10 300
CASH FLOW FROM (USED IN) FINANCING ACTIVITIES RELATING TO CONTINUING (5,199) (3,911)
OPERATIONS
CASH FLOW FROM (USED IN) FINANCING ACTIVITIES RELATING TO DISCONTINUED
3,748
OPERATIONS
CASH FLOW FROM (USED IN) FINANCING ACTIVITIES
(5,199) (163)
Effects of changes in exchange rates and other relating to continuing operations (16) 493
Effects of changes in exchange rates and other relating to discontinued operations (21)
Effects of changes in exchange rates and other (16) 472
TOTAL CASH FLOW FOR THE PERIOD 146 889
Reclassification of cash and cash equivalents relating to discontinued operations (125)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 15,570 13,890
CASH AND CASH EQUIVALENTS AT END OF PERIOD 15,716 14,655

(1) The line "Dividends paid" includes the coupons paid to owners of deeply-subordinated perpetual notes for an amount of € 46 million in first-half 2023 (€51 million in first-half 2022).

ENGIE - 2023 FIRST-HALF FINANCIAL REPORT

INFORMATION ON THE ENGIE GROUP

ENGIE SA, the parent company of the Group, is a French société anonyme with a Board of Directors and is subject to the provisions of Book II of the French Commercial Code (Code de Commerce), as well as to all other provisions of French law applicable to French commercial companies. It was incorporated on November 20, 2004 for a period of 99 years. It is governed by current and future laws and by regulations applicable to sociétés anonymes and its bylaws.

The Group is headquartered at 1, place Samuel de Champlain, 92400 Courbevoie (France).

ENGIE shares are listed on the Paris, Brussels and Luxembourg stock exchanges.

On July 27, 2023, the Group's Board of Directors approved and authorized for issue the interim condensed consolidated financial statements of the Group and its subsidiaries for the six months ended June 30, 2023.

NOTE 1 ACCOUNTING STANDARDS AND METHODS

1.1 Accounting standards

In accordance with the European Regulation on international accounting standards dated July 19, 2002, the Group's annual consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as published by the International Accounting Standards Board (IASB) and endorsed by the European Union (1). The Group's interim condensed consolidated financial statements for the six months ended June 30, 2023 were prepared in accordance with the provisions of IAS 34 – Interim Financial Reporting, which allows entities to present selected explanatory notes. These do not therefore incorporate all of the notes and disclosures required by IFRS for the annual consolidated financial statements, and accordingly must be read in conjunction with the consolidated financial statements for the year ended December 31, 2022, subject to specific provisions relating to the preparation of interim condensed consolidated financial statements as described hereafter (see Note 1.3).

The accounting principles used to prepare the Group's interim condensed consolidated financial statements are consistent with those used to prepare the consolidated financial statements for the year ended December 31, 2022, apart from the following developments in IFRS presented below.

1.1.1 IFRS standards, amendments or IFRIC interpretations applicable in 2023

  • IFRS 17 Insurance Contracts (including amendments);
  • Amendments to IAS 1 Presentation of Financial Statements and a practical guide to applying materiality: Disclosures of Accounting Policies;
  • Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates;
  • Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction;
  • Amendments to IAS 12 Income Taxes: International tax reform Pillar II model (2) .

(1) Available on the European Commission's website:

https://eur-lex.europa.eu/legal-content/en/TXT/PDF/?uri=CELEX:32002R1606&from=EN

(2) These standards and amendments have not yet been adopted by the European Union.

This new standard and these amendments have no material impact on the Group's consolidated financial statements.

  • 1.1.2 IFRS standards, amendments or IFRIC interpretations applicable after 2023 that the Group has elected not to early adopt
    • Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non current (1);
    • Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (1);
    • Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures Supplier financing agreements (1) .

The impact of these standards and amendments is currently being assessed.

1.2 Use of estimates and judgment

1.2.1 Estimates

The preparation of consolidated financial statements requires the use of estimates and assumptions to determine the value of assets and liabilities and contingent assets and liabilities at the reporting date, as well as income and expenses reported during the period.

Developments in the economic and financial environment, particularly relating to volatile commodities markets, and the war in Ukraine have prompted the Group to step up its risk oversight procedures, mainly in measuring financial instruments, and assessing counterparty and liquidity risk. The estimates used by the Group, among other things, to test for impairment and to measure provisions, also take into account this environment and the market volatility.

Accounting estimates are made in a context that remains sensitive to energy market developments, therefore making it difficult to apprehend medium- and short-term economic prospects. Particular attention has been paid to the consequences of fluctuations in the price of gas and electricity in the first half of 2023.

Due to uncertainties inherent in the estimation process, the Group regularly revises its estimates in light of currently available information. Final outcomes could differ from those estimates.

The key estimates used in preparing the Group's consolidated financial statements for the six months ended June 30, 2023 relate mainly to:

  • measurement of the recoverable amounts of goodwill, property, plant and equipment and intangible assets (see Note 7.1 "Impairment losses" and Note 10 "Goodwill, property, plant and equipment and intangible assets");
  • measurement of the fair value of financial assets and liabilities, and, in the current context, factoring in the uncertainty surrounding the key assumptions used, in particular updating the main valuation inputs of commodity derivatives, in particular the "bid ask" reserve, to reflect the volatility of commodity prices;
  • assessment of expected credit losses, particularly in order to update probabilities of default and other inputs, mainly for calculating the CVA (Credit Valuation Adjustment) in an uncertain and volatile market prices context (see Note 12 "Risks arising from financial instruments");
  • the measurement of provisions, in particular those relating to the treatment of nuclear waste under the agreement signed on June 29 with the Belgian government on the extension of the Tihange 3 and Doel 4 nuclear reactors and on all nuclear waste-related obligations, which became binding following the signature of supplements to the initial agreements on July 21, 2023; These estimates also concern provisions for dismantling obligations, disputes, pensions and other employee benefits (see Note 13 "Provisions");

  • measurement of unmetered revenues (energy in the meter), for which the valuation techniques have been impacted by changes in certain customers' consumption habits, in a context of high volatility in commodities prices (see Note 5 "Revenues");

  • measurement of recognized tax loss carry-forwards, taking into account, where applicable, taxable income revisions and projections (see Note 9 "Income tax expense").

1.2.2 Judgment

As well as relying on estimates, Group management also makes judgments to define the appropriate accounting policies to apply to certain activities and transactions, particularly when the IFRS Standards and IFRIC Interpretations in force do not specifically deal with the related accounting issues.

In particular, the Group exercised its judgment in:

  • assessing the type of control;
  • identifying the performance obligations of sales contracts;
  • determining how revenues are recognized for distribution or transmission services invoiced to customers;
  • recognizing support measures granted by certain governments, particularly in France and Romania ("tariff shield"), aimed at protecting both consumers and suppliers of gas and electricity against sharp fluctuations in commodity prices (see Note 5 "Revenues");
  • identifying "own use contracts" as defined by IFRS 9 within non-financial purchase and sale contracts (electricity, gas, etc.);
  • determining whether arrangements are or contain a lease (see Note 10 "Goodwill, property, plant and equipment and intangible assets");
  • identifying offsetting arrangements that meet the criteria set out in IAS 32 Financial Instruments: Presentation (see Note 11 "Hedging instruments");
  • recognizing new contributions in the energy sector in Europe (see Note 6 "Operating expenses").

In accordance with IAS 1, the Group's current and non-current assets and liabilities are presented separately in the consolidated statement of financial position. In view of most of the Group's activities, it has been considered that the criterion to be retained for the breakdown into current and non-current items is the term in which assets are expected to be realized, or liabilities extinguished: current if the term is shorter than 12 months and non-current if the term exceeds 12 months.

1.3 Specificities of interim financial reporting

1.3.1 Seasonality of operations

The Group's operations are intrinsically subject to seasonal fluctuations, but key performance indicators and operating income are influenced even more by changes in climatic conditions than by seasonality. Consequently, the interim results for the six months ended June 30, 2023 are not necessarily indicative of those that may be expected for full-year 2023.

1.3.2 Income tax expense

Current and deferred income tax expense for interim periods is calculated at the level of each tax entity by applying the average estimated annual effective tax rate for the current year to the taxable income for the interim period, with the exception of significant exceptional items. Significant exceptional items, if any, are recognized using their specific applicable taxation.

1.3.3 Pension benefit obligations

Pension costs for interim periods are calculated on the basis of the actuarial valuations performed at the end of the prior year. If necessary, these valuations are adjusted to take account of curtailments, settlements or other major non-recurring events that have occurred during the period. Furthermore, amounts recognized in the statement of financial position in respect of defined benefit plans are adjusted, if necessary, in order to reflect material changes impacting the yield on investment-grade corporate bonds in the geographic area concerned (benchmark used to determine the discount rate) and the value and actual return on plan assets.

NOTE 2 MAIN CHANGES IN GROUP STRUCTURE

NOTE 2 MAIN CHANGES IN GROUP STRUCTURE

2.1 Disposals carried out in first-half 2023

The table below shows the impact of the main disposals and sale agreements of first-half 2023 on the Group's net debt, excluding partial disposals with respect to DBSO (1) activities:

In millions of euros Disposal price Reduction in net
debt
Disposal of a thermal plant - Brazil 75
Other disposals that are not material taken individually 69 122
TOTAL 144 122

On May 31, 2023, ENGIE finalized the sale of its entire stake in the Pampa Sul thermal power plant to Grafito Fundo de Investimento em Participações Infraestrutura and Perfin Space X Fundo de Investimento em Participações em Infraestrutura.

Given the classification of this investment within "Assets held for sale" in 2022 and the deferral to 2024 of the payment of the contractual sale price, this transaction has no material impact on the Group's net financial debt at June 30, 2023. The disposal loss before tax amounted to €47 million in first-half 2023.

No Group assets are classified within "Assets held for sale" at June 30, 2023.

2.2 Acquisitions carried out in first-half 2023

Acquisitions made during the first half of the year had a limited impact on net financial debt (€0.2 billion).

(1) Develop, Build, Share and Operate, a model used in renewable energies based on continuous rotation of capital employed.

NOTE 3 FINANCIAL INDICATORS USED IN FINANCIAL COMMUNICATION

The purpose of this note is to present the main non-GAAP financial indicators used by the Group as well as their reconciliation with the indicators of the IFRS consolidated financial statements.

3.1 EBITDA

The reconciliation between EBITDA and current operating income including operating MtM and share in net income of equity method entities is as follows:

In millions of euros June 30, 2023 June 30, 2022
Current operating income including operating MtM and share in net income of equity method entities 6,490 8,984
Mark-to-market on commodity contracts other than trading instruments 435 (3,744)
Net depreciation and amortization/Other 2,388 2,206
Share-based payments (IFRS 2) 23 21
Non-recurring share in net income of equity method entities 28 14
EBITDA 9,365 7,480
Nuclear 574 1,089
EBITDA excluding Nuclear 8,791 6,391

3.2 EBIT

The reconciliation between EBIT and current operating income including operating MtM and share in net income of equity method entities is as follows:

In millions of euros June 30, 2023 June 30, 2022
Current operating income including operating MtM and share in net income of equity method entities 6,490 8,984
Mark-to-market on commodity contracts other than trading instruments 435 (3,744)
Non-recurring share in net income of equity method entities 28 14
EBIT 6,952 5,253
Nuclear 239 858
EBIT excluding Nuclear 6,713 4,396

3.3 Net recurring income Group share (NriGs)

Net recurring income Group share is a financial indicator used by the Group in its financial reporting to present net income Group share adjusted for unusual, abnormal or non-recurring items.

The reconciliation of net income/(loss) with net recurring income Group share is as follows:

In millions of euros Notes June 30, 2023 June 30, 2022
NET INCOME/(LOSS) GROUP SHARE (847) 5,012
NET INCOME/(LOSS) RELATING TO DISCONTINUED OPERATIONS, GROUP SHARE 175
NET INCOME/(LOSS) RELATING TO CONTINUING OPERATIONS, GROUP SHARE (847) 4,837
Net income attributable to non-controlling interests relating to continuing operations 630 52
NET INCOME/(LOSS) RELATING TO CONTINUING OPERATIONS (217) 4,889
Reconciliation items between "Current operating income including operating MtM and
share in net income of equity method entities" and "Net income/(loss) from operating
activities"
4,509 248
Impairment losses 7.1 (382) 8
Restructuring costs 7.2 21 48
Changes in scope of consolidation 7.3 83 192
Other non-recurring items 7.4 4,787
Other adjusted items 225 (1,570)
Mark-to-market on commodity contracts other than trading instruments 6 435 (3,744)
Ineffective portion of derivatives qualified as fair value hedges 8 (7)
Gains/(losses) on debt restructuring and early unwinding of derivative financial instruments 8 (8)
Change in fair value of derivatives not qualified as hedges and ineffective portion of derivatives
qualified as cash flow hedges
8 11 (29)
Non-recurring income/(loss) from debt instruments and equity instruments 8 215 1,146
Other adjusted tax impacts (455) 1,050
Non-recurring income/(loss) included in share in net income of equity method entities 28 14
NET RECURRING INCOME/(LOSS) RELATING TO CONTINUING OPERATIONS 4,517 3,566
Net recurring income/(loss) attributable to non-controlling interests 471 319
NET RECURRING INCOME/(LOSS) RELATING TO CONTINUING OPERATIONS, GROUP
SHARE 4,045 3,248
Net recurring income/(loss) relating to discontinued operations, Group share 181
NET RECURRING INCOME/(LOSS) GROUP SHARE 4,045 3,429

3.4 Industrial capital employed

The reconciliation of industrial capital employed with items in the statement of financial position is as follows:

In millions of euros June 30, 2023 Dec. 31, 2022
(+) Property, plant and equipment and intangible assets, net 63,415 62,853
(+) Goodwill 12,860 12,854
(-) Goodwill Gaz de France - SUEZ and International Power (1) (7,245) (7,241)
(+) IFRS 16 and IFRIC 12 receivables 2,638 2,521
(+) Investments in equity method entities 9,581 9,279
(-) Goodwill arising on the International Power combination (1) (39) (40)
(+) Financial assets covering nuclear provisions (3) 7,834 6,626
(+) Initials Margins (3) 1,590 1,741
(+) Trade and other receivables, net 19,207 31,310
(-) Margin calls (1) (2) (4,096) (5,405)
(+) Inventories 5,413 8,145
(+) Assets from contracts with customers 9,334 12,584
(+) Other current and non-current assets 12,093 19,060
(+) Deferred tax (4,248) (4,379)
(+) Cancellation of deferred tax on other recyclable items (1) (2) (295) (14)
(-) Provisions (31,728) (27,027)
(+) Actuarial gains and losses in shareholders' equity (net of deferred tax) (1) 1,012 1,058
(-) Trade and other payables (20,827) (39,801)
(+) Margin calls (1) (2) 3,545 6,351
(-) Liabilities from contracts with customers (3,573) (3,412)
(-) Other current and non-current liabilities (23,029) (27,279)
INDUSTRIAL CAPITAL EMPLOYED 53,441 59,782

(1) For the purpose of calculating industrial capital employed, the amounts recorded in respect of these items have been adjusted from those appearing in the statement of financial position.

(2) Margin calls included in "Trade and other receivables, net" and "Trade and other payables" correspond to advances received or paid as part of collateralization agreements set up by the Group to manage counterparty risk on commodity transactions.

(3) The Group has changed the definition of industrial capital employed from 1 January 2023 to include financial assets covering nuclear provisions and Initials Margins required by certain market activities.

3.5 Cash flow from operations (CFFO)

The reconciliation of cash flow from operations (CFFO) with items in the statement of cash flows is as follows:

In millions of euros June 30, 2023 June 30, 2022
Cash generated from operations before income tax and working capital requirements 9,132 6,944
Tax paid (1,026) (517)
Change in working capital requirements 1,418 640
Interest received on financial assets (27) (14)
Dividends received on equity investments 1 (1)
Interest paid (419) (396)
Interest received on cash and cash equivalents 252 59
Nuclear - expenditure on power plant dismantling and reprocessing, fuel storage 192 66
Change in financial assets held for investment or financing purposes (441) 418
(+) Change in financial assets held for investment or financing purposes recorded in the statement of
financial position and other 441 (407)
CASH FLOW FROM OPERATIONS (CFFO) 9,523 6,793

3.6 Capital expenditure (CAPEX) and growth CAPEX

The reconciliation of capital expenditure (CAPEX) with items in the statement of cash flows is as follows:

In millions of euros June 30, 2023 June 30, 2022
Acquisitions of property, plant and equipment and intangible assets 3,078 2,341
Acquisitions of controlling interests in entities, net of cash and cash equivalents acquired (88) 2
(+) Cash and cash equivalents acquired 12 1
Acquisitions of investments in equity method entities and joint operations 73 342
Acquisitions of equity and debt instruments 1,123 (497)
Change in loans and receivables originated by the Group and other 78 2,267
(+) Other (3) (27)
(-) Disposal impacts relating to DBSO (2) activities (256)
(-) Financial investments Synatom / Disposal of financial assets Synatom (1,102) (904)
(+) Change in scope - Acquisitions (1) 139
TOTAL CAPITAL EXPENDITURE (CAPEX) 3,311 3,270
(-) Maintenance CAPEX (1,023) (1,039)
TOTAL GROWTH CAPEX 2,288 2,231

(1) Capital expenditure (CAPEX) now include changes in the scope of net financial debt of acquired entities. The impact at June 30, 2022 is not material.

(2) Develop, Build, Share & Operate; including Tax equity financing received.

3.7 Net financial debt

The reconciliation of net financial debt with items in the statement of financial position is as follows:

In millions of euros Notes June 30, 2023 Dec. 31, 2022
(+) Long-term borrowings 11.2 & 11.3 31,464 28,083
(+) Short-term borrowings 11.2 & 11.3 8,577 12,508
(+) Derivative instruments - carried in liabilities 11.4 31,648 51,276
(-) Derivative instruments hedging commodities and other items (30,936) (50,542)
(-) Other financial assets 11.1 (14,690) (12,992)
(+) Loans and receivables at amortized cost not included in net financial debt 6,794 6,720
(+) Equity instruments at fair value 2,014 1,495
(+) Debt instruments at fair value not included in net financial debt 4,050 3,394
(-) Cash and cash equivalents 11.1 (15,716) (15,570)
(-) Derivative instruments - carried in assets 11.4 (27,537) (48,386)
(+) Derivative instruments hedging commodities and other items 27,287 48,067
NET FINANCIAL DEBT 22,956 24,054

3.8 Economic net debt

Economic net debt is as follows:

In millions of euros Notes June 30, 2023 Dec. 31, 2022
NET FINANCIAL DEBT 11.3 22,956 24,054
Provisions for back-end of the nuclear fuel cycle and dismantling of nuclear facilities 13 23,558 19,017
Other nuclear liabilities (1) 13 813
Provisions for dismantling of non-nuclear facilities 13 1,303 1,330
Post-employment benefits - Pensions 469 452
(-) Infrastructures regulated companies 346 272
Post-employment benefits - Reimbursement rights (208) (208)
Post-employment benefits - Other benefits 3,573 3,704
(-) Infrastructures regulated companies (2,316) (2,392)
Deferred tax assets for pensions and related obligations (783) (812)
(-) Infrastructures regulated companies 451 490
Plan assets relating to nuclear provisions, inventories of uranium and receivables of Electrabel towards
EDF (1) 13 (8,804) (7,098)
ECONOMIC NET DEBT 41,357 38,808

(1) Following the agreements with the Belgian government on the extension of the Tihange 3 and Doel 4 nuclear reactors and all obligations related to nuclear waste, economic net debt now includes all existing nuclear liabilities, including payables and receivables previously recognized under working capital. The impact on the indicator at December 31, 2022 would have been an increase in economic net debt of around € 556 million.

NOTE 4 SEGMENT INFORMATION

NOTE 4 SEGMENT INFORMATION

4.1 Operating segments and reportable segments

ENGIE is organized around:

  • four Global Business Units (GBUs) representing the Group's four strategic activities: Renewables GBU, Networks GBU, Energy Solutions GBU, and FlexGen & Retail GBU;
  • two operating entities: Nuclear and Global Energy Management & Sales ("GEMS");
  • an Other group mainly comprising the Corporate functions and certain Holdings.

The organization is described in Note 6 "Segment information" to the consolidated financial statements at December 31,2022.

The reportable segments are identical to the operating segments and correspond to the activities underlying the GBUs organization.

4.2 Key indicators by reportable segment

REVENUES

June 30, 2023
June 30, 2022 (1)
In millions of euros External
revenues
Intra-Group
Revenues
Total External
revenues
Intra-Group
Revenues
Total
Renewables 2,899 91 2,990 2,485 67 2,552
Networks 3,661 503 4,164 3,650 465 4,115
Energy Solutions 5,779 195 5,974 5,546 141 5,687
FlexGen 2,724 1,332 4,056 3,222 565 3,787
Retail 10,363 358 10,721 8,169 795 8,964
Nuclear 63 1,519 1,582 (23) 1,200 1,177
Others 21,540 (3,783) 17,757 20,118 (346) 19,772
Of which GEMS 21,492 (3,801) 17,691 20,063 (360) 19,704
Elimination of internal transactions (216) (216) (2,887) (2,887)
TOTAL REVENUES 47,028 47,028 43,167 43,167

(1) Certain internal reclassifications, which have no impact on the total, have been made between the business lines at January 1, 2023. The main internal reclassifications concern the transfer of EV Box from Energy Solutions to Others.

EBITDA

In millions of euros June 30, 2023 June 30, 2022 (1)
Renewables 1,513 1,101
Networks 2,292 2,382
Energy Solutions 372 444
FlexGen 969 891
Retail 614 553
Others 3,029 1,020
Of which GEMS 3,260 1,161
TOTAL EBITDA excluding Nuclear 8,790 6,391
Nuclear 574 1,089
TOTAL EBITDA 9,364 7,480

(1) Certain internal reclassifications, which have no impact on the total, have been made between the business lines at January 1, 2023. The main internal reclassifications concern the transfer of EV Box from Energy Solutions to Others.

NOTE 4 SEGMENT INFORMATION

EBIT

In millions of euros June 30, 2023 June 30, 2022 (1)
Renewables 1,192 828
Networks 1,358 1,471
Energy Solutions 132 228
FlexGen 761 667
Retail 489 422
Others 2,781 779
Of which GEMS 3,142 1,062
TOTAL EBIT excluding Nuclear 6,713 4,396
Nuclear 239 858
TOTAL EBIT 6,952 5,253

(1) Certain internal reclassifications, which have no impact on the total, have been made between the business lines at January 1, 2023. The main internal reclassifications concern the transfer of EV Box from Energy Solutions to Others.

SHARE IN NET INCOME/LOSS) OF EQUITY METHOD ENTITIES

In millions of euros June 30, 2023 June 30, 2022 (1)
Renewables 135 92
Networks 212 149
Energy Solutions 16 44
FlexGen 157 175
Retail
Nuclear
Others 20 7
Of which GEMS 15 1
TOTAL SHARE IN NET INCOME/(LOSS) OF EQUITY METHOD ENTITIES 540 468

(1) Certain internal reclassifications, which have no impact on the total, have been made between the business lines at January 1,2023. The main internal reclassifications concern the transfer of EV Box from Energy Solutions to Others.

Associates and joint ventures accounted for €232 million and €308 million respectively of share in net income of equity method entities at June 30, 2023 (compared to €170 million and €298 million at June 30, 2022).

INDUSTRIAL CAPITAL EMPLOYED

In millions of euros June 30, 2023 Dec. 31, 2022
Renewables 17,690 16,588
Networks 24,919 25,221
Energy Solutions 7,539 7,575
FlexGen 8,193 8,091
Retail 1,770 1,023
Nuclear (13,991) (9,855)
Others 7,321 11,139
Of which GEMS 5,100 9,060
TOTAL INDUSTRIAL CAPITAL EMPLOYED 53,441 59,782

NOTE 4 SEGMENT INFORMATION

CAPITAL EXPENDITURE

In millions of euros June 30, 2023 June 30, 2022 (1)(2)
Renewables 1,378 1,378
Networks 865 1,019
Energy Solutions 388 311
FlexGen 309 134
Retail 112 137
Nuclear 98 153
Others 160 139
Of which GEMS 81 65
TOTAL CAPITAL EXPENDITURE (CAPEX) 3,311 3,270

(1) Certain internal reclassifications, which have no impact on the total, have been made between the business lines at January 1, 2023. The main internal reclassifications concern the transfer of EV Box from Energy Solutions to Others.

(2) Capital expenditure (CAPEX) now include changes in the scope of net financial debt of acquired entities. The impact at June 30, 2022 is not material.

GROWTH CAPEX

In millions of euros June 30, 2023 June 30, 2022 (1)(2)
Renewables 1,336 1,339
Networks 327 505
Energy Solutions 317 240
FlexGen 186 27
Retail 76 93
Nuclear 7
Others 39 26
Of which GEMS 37 12
TOTAL GROWTH CAPEX 2,288 2,231

(1) Certain internal reclassifications, which have no impact on the total, have been made between the business lines at January 1, 2023. The main internal reclassifications concern the transfer of EV Box from Energy Solutions to Others.

(2) Capital expenditure (CAPEX) now include changes in the scope of net financial debt of acquired entities. The impact at June 30, 2022 is not material.

4.3 Key indicators by geographic area

The amounts set out below are analyzed by:

  • destination of products and services sold for revenues;
  • geographic location of consolidated companies for industrial capital employed.
Revenues Industrial capital employed
In millions of euros June 30, 2023 June 30, 2022 June 30, 2023 Dec. 31, 2022
France 20,632 14,327 30,827 33,912
Belgium 5,903 5,277 (11,473) (7,575)
Other EU countries 10,151 10,979 8,853 9,261
Other European countries 2,543 2,045 1,650 1,610
North America 2,513 2,733 7,667 7,264
Asia, Middle East & Oceania 2,797 5,442 3,669 3,667
South America 2,368 2,251 11,718 11,095
Africa 121 114 529 548
TOTAL 47,028 43,167 53,441 59,782

Due to the variety of its businesses and their geographical location, the Group serves a very diverse range of situations and customer types (industry, local authorities and individual customers). Accordingly, no external customer represents individually 10% or more of the Group's consolidated revenues.

NOTE 5 REVENUES

NOTE 5 REVENUES

5.1 Revenues

Revenues from contracts with customers concern revenues from contracts that fall within the scope of IFRS 15 (see Note 7 "Revenues" to the consolidated financial statements for the year ended December 31, 2022).

Revenues from other contracts, corresponding to revenues from operations that do not fall within the scope of IFRS 15, presented in the "Others" column include trading, lease or concession income, as well as any financial component of operating services.

The table below shows a breakdown of revenues:

In millions of euros Sales of gas Sales of
electricity
and other
energies
Sales of
services
linked to
infrastructures
Constructions,
installations,
and O&M
Others June 30, 2023
Renewables 2,676 53 121 49 2,899
Networks 67 3 3,272 210 109 3,661
Energy Solutions 140 2,573 45 2,982 39 5,779
FlexGen 55 2,281 135 196 57 2,724
Retail 4,880 3,627 230 483 1,143 10,363
Nuclear 3 3 12 45 63
Others 8,160 10,549 191 72 2,568 21,540
Of which GEMS 8,160 10,549 191 24 2,568 21,492
TOTAL REVENUES 13,302 21,711 3,930 4,075 4,010 47,028

The significant change in natural gas and electricity prices has led some governments, notably in France and Romania to introduce a "tariff shield" system for natural gas and electricity. Retail revenue in the "Others" column ("Revenue excluding IFRS 15") still includes the effect of these measures, including the tariff shield introduced by the French government for natural gas, which expired on June 30, 2023.

In millions of euros Sales of gas Sales of
electricity
and other
energies
Sales of
services
linked to
infrastructures
Constructions,
installations,
and O&M
Others June 30, 2022
Renewables 2,265 43 121 56 2,485
Networks 115 1 3,179 214 141 3,650
Energy Solutions 74 2,542 43 2,857 29 5,546
FlexGen 182 2,434 215 235 156 3,222
Retail 4,442 2,418 37 493 779 8,169
Nuclear 3 4 14 (45) (23)
Others 9,437 9,420 95 77 1,089 20,118
Of which GEMS 9,437 9,420 95 22 1,089 20,063
TOTAL REVENUES 14,250 19,083 3,617 4,011 2,205 43,167

NOTE 5 REVENUES

5.2 Trade and other receivables, assets and liabilities from contracts with customers

5.2.1 Trade and other receivables and assets from contracts with customers

In millions of euros June 30, 2023 Dec. 31, 2022
Trade and other receivables, net 19,207 31,310
Of which IFRS 15 7,503 7,587
Of which non-IFRS15 11,705 23,723
Assets from contracts with customers 9,334 12,584
Accrued income and unbilled revenues 6,696 9,513
Energy in the meter (1) 2,638 3,071

(1) Net of advance payments.

Contract assets include accrued income and unbilled revenues, and delivered, un-metered and unbilled gas and electricity ("energy in the meter"). The significant drop in receivables and contract assets is due to lower energy prices compared to December 31, 2022.

5.2.2 Liabilities from contracts with customers

June 30, 2023 Dec. 31, 2022
In millions of euros Non-current Current Total Non-current Current Total
Liabilities from contracts with customers 86 3,488 3,573 121 3,292 3,412
Advances and downpayments received 13 2,441 2,454 53 2,201 2,253
Deferred revenues 73 1,046 1,119 68 1,091 1,159

NOTE 6 OPERATING EXPENSES

NOTE 6 OPERATING EXPENSES

6.1 Purchases and operating derivatives

In millions of euros June 30, 2023 June 30, 2022
Purchases and other income and expenses on operating derivatives other than trading (1) (29,976) (24,623)
Services and other purchases (2) (3,199) (3,062)
PURCHASES AND OPERATING DERIVATIVES (33,175) (27,685)

(1) Of which a net expense of €435 million in first-half 2023 relating to MtM on commodity contracts other than trading instruments (compared to a net income of €3,744 million in first-half 2022) notably on some economic gas and electricity hedging positions not documented as cash flow hedges).

(2) Of which €40 million in lease expenses in first-half 2023, relating to lease expenses not included in the IFRS 16 lease liability (compared to €27 million in first-half 2022).

The increase in purchases and operating derivatives is mainly due to changes in commodity prices over the period.

6.2 Taxes

In millions of euros June 30, 2023 June 30, 2022
TAXES (1,948) (1,520)

Operating expenses for the first half of 2023 include the Belgian nuclear tax and the inframarginal rent caps from electricity generation for a total of €746 million (around €300 million for the nuclear tax only at June 30, 2022, given that the rent caps mechanism only came into effect in the second half of 2022). In addition, in 2022, the Group recognized an expense corresponding to the exceptional tax expense on the energy sector introduced by the Italian authorities (€308 million).

NOTE 7 OTHER ITEMS OF INCOME/(LOSS) FROM OPERATING ACTIVITIES

NOTE 7 OTHER ITEMS OF INCOME/(LOSS) FROM OPERATING ACTIVITIES

7.1 Impairment losses

Notes
In millions of euros
June 30, 2023 June 30, 2022
Impairment losses:
Goodwill
10
Property, plant and equipment and other intangible assets
10
(14)
Investments in equity method entities and related provisions (5) (9)
TOTAL IMPAIRMENT LOSSES (5) (23)
Reversal of impairment losses:
Property, plant and equipment and other intangible assets 386 15
TOTAL REVERSALS OF IMPAIRMENT LOSSES 386 15
TOTAL 382 (8)

In addition to the annual impairment tests on goodwill and non-amortizable intangible assets carried out in the second half of the year, the Group also tests goodwill, property, plant and equipment, intangible assets, investments in entities accounted for using the equity method and financial assets for impairment whenever there is an indication that the asset may be impaired (see Note 10 "Goodwill, property, plant and equipment and intangible assets").

7.1.1 Impairment losses recognized during the first half of 2023

Net reversals of impairment losses recognized for first-half 2023 amounted to €382 million.

Following the review procedure initiated by the Commission for Nuclear Provisions (CPN) in September 2022, the industrial scenario and all the technical and financial assumptions were approved on July 7, 2023. This resulted in a €646 million decrease in the plant dismantling provision (see Note 13 "Provisions"), against a reduction in dismantling assets. Given the impairment losses recognized on some of these assets at the end of the previous year, an impairment reversal of €400 million was recorded.

Net impairment losses recognized in first-half 2022 amounted to €8 million related to miscellaneous assets not material taken individually.

7.2 Restructuring costs

Restructuring costs totaled €21 million in first-half 2023 (€48 million in first-half 2022) and mainly included employee-related costs and other restructuring costs.

7.3 Changes in scope of consolidation

In first-half 2023, the impact of changes in the scope of consolidation amounted to a negative €83 million and mainly relate to the negative €47 million impact of the disposal of a thermal power plant in Brazil.

In first-half 2022, the impact of changes in the scope of consolidation amounted to a negative €192 million, and mainly comprised:

  • a negative impact of €111 million related to the disposal of the activities of Energy Solutions in Africa and France;
  • a negative impact of €107 million related to the change in the fair value of the embedded derivative of the bond exchangeable for GTT shares;
  • a positive impact of €74 million related to the disposal of 9% of the shares held in GTT; and

NOTE 7 OTHER ITEMS OF INCOME/(LOSS) FROM OPERATING ACTIVITIES

• miscellaneous disposals not material taken individually.

7.4 Other non-recurring items

Other non-recurring items amounted to a negative €4,787 million at June 30, 2023 (no impact at June 30, 2022), and include the €4,750 million impact of the revision of nuclear provisions to take account the agreement reached with the Belgian government on June 29, 2023, which became binding following the signature of supplements to the initial agreements on July 21, 2023 (see Note 13 "Provisions"). This amount includes the additional provisions set aside under the agreement (€5.1 billion), as well as the effects of recognizing the receivable relating to Electrabel's partners' share in certain power plants (€0.4 billion).

NOTE 8 NET FINANCIAL INCOME/(LOSS)

NOTE 8 NET FINANCIAL INCOME/(LOSS)

In millions of euros Expense Income June 30,
2023
Expense Income June 30,
2022
Interest expense on gross debt and hedges (840) - (840) (549) - (549)
Cost of lease liabilities (45) (45) (27) (27)
Foreign exchange gains/losses on borrowings and hedges (29) (29) (18) (18)
Ineffective portion of derivatives qualified as fair value hedges 7 7
Gains and losses on cash and cash equivalents and liquid debt
instruments held for cash investment purposes
- 236 236 - 55 55
Capitalized borrowing costs 121 - 121 34 - 34
Cost of net debt (793) 236 (558) (560) 61 (499)
Expenses on debt restructuring transactions 8 8
Gains/(losses) on debt restructuring and early unwinding of derivative 8 8
financial instruments
Net interest expense on post-employment benefits and other long-term
(80) (80) (44) (44)
benefits
Unwinding of discounting adjustments to other long-term provisions
(329) (329) (322) (322)
Change in fair value of derivatives not qualified as hedges and ineffective
portion of derivatives qualified as cash flow hedges
(14) (14) 14 14
Income/(loss) from debt instruments and equity instruments (227) (227) (1,149) (1,149)
Interest income on loans and receivables at amortized cost 31 31 15 15
Other (362) 204 (158) (281) 183 (98)
Other financial income and expenses (1,012) 235 (778) (1,781) 198 (1,584)
NET FINANCIAL INCOME/(LOSS) (1,806) 479 (1,327) (2,341) 259 (2,082)

The cost of net debt is higher than in first-half 2022, mainly due to the increase in interest rates.

Losses from debt and equity instruments amounted to €227 million in first-half 2023. This amount mainly includes the negative change in fair value of bonds and money market funds held by Synatom for €216 million (negative €1,149 million at June 30, 2022, of which €987 million related to the impairment of the loan granted to Nord Stream 2).

NOTE 9 INCOME TAX EXPENSE

NOTE 9 INCOME TAX EXPENSE

In millions of euros June 30, 2023 June 30, 2022
Net income/(loss) (A) (217) 5,064
Total income tax expense recognized in income for the period (B) (871) (1,765)
Share in net income of equity method entities and impairment loss on equity method entities (C) 536 459
Net income from discontinued operations (D) 176
INCOME BEFORE INCOME TAX EXPENSE AND SHARE IN NET INCOME OF EQUITY METHOD ENTITIES
(A)-(B)-(C)=(D) 118 6,194
EFFECTIVE TAX RATE (B)/(D) 737.1% 28.5%

The effective tax rate of 737.1% at June 30, 2023 is mainly affected by non-deductible losses in Belgium, mainly due to nuclear provisions.

The effective tax rate of 28.5% at June 30, 2022 was due to:

  • the non-taxable capital gain on the sale of GTT shares realized in 2022;
  • the effect of tax rate differentials between countries;
  • the effect of the non-deductible exceptional tax contribution voted in Italy in 2022;
  • untaxed losses on financial instruments, notably in Belgium, partly offset by non-taxable gains in other countries.

The Group has not recorded any material impacts in respect of the update of medium-and long-term forecasts regarding the recoverable amount of deferred tax assets.

With regard to the future implementation of the OECD Pillar 2 rules, the Group does not have significant operations in countries where a minimum tax may be due, and therefore expects this reform to have little impact on its tax expense.

NOTE 10 GOODWILL, PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

NOTE 10 GOODWILL, PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

Property, plant
and equipment
117,831
551 2,703
(144) (785)
21 4 (10)
(3)
(20) (8) (674)
4 23 20
23,611 20,836 119,082
(10,751) (13,046) (62,343)
(534) (1,855)
(1) 378
80 767
1 10
1 23
4 12
(10,751) (13,495) (63,008)
12,854 7,364 55,488
12,860 7,341 56,074
Goodwill
23,605
Intangible assets
20,410

In first-half 2023, the net increase in "Goodwill", "Intangible assets" and "Property, plant and equipment" resulted primarily from:

  • maintenance and development investments for a total amount of € 3,009 million mainly relating to the construction and development of wind and solar farms in the United States, France, Chile and Brazil, as well as to the extension and maintenance of transportation and distribution networks mainly in the France Infrastructures segment and to investments in the Energy Solutions segment in France and the United States;
  • new right-of-use contracts for a total amount of € 246 million;
  • positive foreign exchange effects of € 63 million, mainly resulting from the appreciation of the Brazilian real (positive impact of € 227 million), the Mexican peso (positive impact of € 59 million) and the pound sterling (positive impact of € 57 million), partially offset by the depreciation of the US dollar (negative impact of € 242 million);

partly offset by:

  • depreciation and amortization expenses for a total negative amount of € 2,388 million;
  • a € 646 million decrease in dismantling assets following the adoption of the industrial scenario and of all the technical and financial assumptions which were approved by the Commission for Nuclear Provisions (CPN) on July 7, 2023 at the end of the review procedure initiated in September 2022. This decrease was partially offset by a € 400 million reversal impairment (see Note 7.1 "Impairment losses");
  • a € 82 million decrease in the dismantling provision related to the drawing rights of two nuclear installations in France.

Goodwill is tested for impairment at least once a year and where an indication of impairment is identified.

During the first half of the year, the Group did not identify any risk of impairment of goodwill.

On June 29, 2023, ENGIE and the Belgian government signed an intermediate agreement defining the terms of the extension of the Doel 4 and Tihange 3 nuclear units. This agreement also provides for the establishment of a legal structure

NOTE 10 GOODWILL, PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

dedicated to the two extended nuclear units, equally owned by the Belgian State and ENGIE, aligning the interests of the two parties and ensuring the sustainability of their commitments. The business model of the extension is based on a balanced allocation of risks, notably through a Contract for Difference mechanism guaranteeing the value of extension investments, with a limited incentive for the industrial operator to achieve a favorable technical and economic performance at the plants. The agreement became binding following the signature of the supplements to the initial agreements on July 21, 2023 (see Note 13 "Provisions"). These agreements have no material impact on the recoverable amount of the Group's prolonged assets.

NOTE 11 FINANCIAL INSTRUMENTS

11.1 Financial assets

The following table presents the Group's different categories of financial assets, broken down into current and non-current items:

June 30, 2023 Dec. 31, 2022
In millions of euros Notes Non
current
Current Total Non
current
Current Total
Other financial assets 11.1 12,229 2,461 14,690 10,599 2,394 12,992
Equity instruments at fair value through other comprehensive
income
1,747 1,747 1,217 1,217
Equity instruments at fair value through income 267 267 278 278
Debt instruments at fair value through other comprehensive
income
1,579 49 1,629 2,128 290 2,418
Debt instruments at fair value through income 2,668 728 3,396 1,178 568 1,745
Loans and receivables at amortized cost 5,968 1,684 7,652 5,798 1,537 7,334
Trade and other receivables 5.2 19,207 19,207 31,310 31,310
Assets from contracts with customers 5.2 5 9,329 9,334 9 12,575 12,584
Cash and cash equivalents 15,716 15,716 15,570 15,570
Derivative instruments 11.4 13,600 13,937 27,537 33,134 15,252 48,386
TOTAL 25,834 60,650 86,484 43,741 77,102 120,843

11.1.1 Other financial assets

Changes in equity instruments and debt instruments at fair value between December 31, 2022, and June 30, 2023 are set out below:

Equity instruments at fair value

Equity instruments
at fair value
through other
comprehensive
Equity instruments
at fair value
In millions of euros income through income Total
AT DECEMBER 31, 2022 1,217 278 1,495
Increase 548 13 561
Decrease (75) (3) (77)
Changes in fair value 62 (14) 48
Changes in scope of consolidation, translation adjustments and other (5) (9) (14)
AT JUNE 30, 2023 1,747 267 2,014
Dividends 1 1

Equity instruments break down as €1,491 million of listed equity instruments (€875 million at December 31, 2022) and €523 million of unlisted equity instruments (€620 million at December 31, 2022). The change in fair value notably includes the impact of the impairment on the Group's minority interest in Nord Stream AG, whose value was reduced to zero at June 30, 2023 (90 million at December 31, 2022).

Debt instruments at fair value

In millions of euros Debt
instruments at
fair value
through other
comprehensive
income
Liquid debt
instruments
held for cash
investment
purposes at
fair value
through other
comprehensive
income
Debt
instruments
at fair value
through
income
Liquid debt
instruments
held for cash
investment
purposes at
fair value
through
income
Total
AT DECEMBER 31, 2022 2,418 977 769 4,163
Increase 1,800 2,543 301 4,644
Decrease (2,558) (5) (1,151) (100) (3,814)
Changes in fair value (31) 52 5 26
Changes in scope of consolidation, translation adjustments and
other
5 5
AT JUNE 30, 2023 1,629 2,421 975 5,025

Debt instruments at fair value at June 30, 2023 primarily include bonds and money market funds held by Synatom for €4,003 million (see Note 13.2.3 "Financial assets set aside to cover the future costs of dismantling nuclear facilities and managing radioactive fissile material"), and liquid instruments deducted from net financial debt for €975 million (€3,350 million and €769 million respectively at December 31, 2022).

Loans and receivables at amortized cost

Loans granted to affiliated companies and other debt instruments at amortized cost include the cash of the debt instruments held by Synatom to be invested for €2,274 million (€2,270 million at December 31, 2022) (see Note 13.2.3 "Financial assets set aside to cover the future costs of dismantling nuclear facilities and managing radioactive fissile material").

11.1.2 Cash and cash equivalents

"Cash and cash equivalents" totaled €15,716 million at June 30, 2023 (€15,570 million at December 31, 2022). This item comprises standard money market funds with daily liquidity (43%), term deposits with a maturity of less than one month (42%) and deposits with a maturity of less than three months and other products (15%).

This amount notably includs funds related to the "green bond" issuances that have not yet been allocated to the funding of eligible projects (see Chapter 5 of the 2022 Universal Registration Document).

Gains recognized in respect of "Cash and cash equivalents" amounted to €221 million at June 30, 2023 compared to €58 million at June 30, 2022.

11.2 Financial liabilities

The following table presents the Group's different financial liabilities at June 30, 2023, broken down into current and non-current items:

June 30, 2023 Dec. 31, 2022
In millions of euros Notes Non-current Current Total Non-current Current Total
Borrowings and debt 11.3 31,464 8,577 40,041 28,083 12,508 40,591
Trade and other payables 20,827 20,827 39,801 39,801
Liabilities from contracts with
customers
5.2 86 3,488 3,573 121 3,292 3,412
Derivative instruments 11.4 15,486 16,162 31,648 39,417 11,859 51,276
Other financial liabilities 86 86 90 90
TOTAL 47,122 49,054 96,176 67,711 67,460 135,171

11.3 Net financial debt

11.3.1 Net financial debt by type

June 30, 2023 Dec. 31, 2022
In millions of euros Non
current
Current Total Non
current
Current Total
Borrowings and debt Bond issues 24,103 966 25,069 21,007 2,550 23,557
Bank borrowings 4,901 598 5,498 4,679 797 5,476
Negotiable commercial paper 5,271 5,271 7,386 7,386
Lease liabilities 2,533 378 2,911 2,482 393 2,875
Other borrowings (1) (72) 669 597 (85) 768 682
Bank overdrafts and current account 696 696 615 615
BORROWINGS AND DEBT 31,464 8,577 40,041 28,083 12,508 40,591
Other financial assets Other financial assets deducted from net financial
debt (2)
(318) (1,515) (1,833) (249) (1,133) (1,383)
Cash and cash equivalents Cash and cash equivalents (15,716) (15,716) (15,570) (15,570)
Derivative instruments Derivatives hedging borrowings (3) 365 98 463 394 22 416
NET FINANCIAL DEBT 31,511 (8,555) 22,956 28,228 (4,174) 24,054

(1) This item corresponds to the revaluation of the interest rate component of debt in a qualified fair value hedging relationship for a negative €200 million, margin calls on debt hedging derivatives carried in liabilities for a positive €296 million, and the impact of amortized cost for a positive €176 million (compared to a negative €200, and a positive €364 and €144 million respectively at December 31, 2022).

(2) This item notably corresponds to assets related to financing for €96 million, liquid debt instruments held for cash investment purposes for €975 million and margin calls on derivatives hedging borrowings carried in assets for €762 million (compared to €67, €769 and €547 million respectively at December 31, 2022).

(3) This item represents the interest rate component of the fair value of derivatives hedging borrowings in a designated fair value hedging relationship. It also represents the exchange rate and outstanding accrued interest rate components of the fair value of all debt-related derivatives irrespective of whether or not they qualify as hedges.

The fair value of gross borrowings and debt (excluding lease liabilities) amounted to €34,977 million at June 30, 2023, compared with a carrying amount of €37,092 million.

Financial income and expenses related to borrowings and debt are presented in Note 8 "Net financial income/(loss)".

11.3.2 Main events of the period

11.3.2.1 Impact of changes in the scope of consolidation and in exchange rates on net financial debt

In the first half of 2023, changes in exchange rates resulted in a €96 million increase in net financial debt, including a €159 million increase in relation to the Brazilian real and a €63 million decrease in relation to the US dollar.

Changes in the scope of consolidation in the first half of 2023 did not lead to a significant change in net financial debt.

11.3.2.2 Financing and refinancing transactions

The Group carried out the following main transactions in first-half 2023:

ENGIE SA:

  • on January 11, 2023 ENGIE SA issued a green bond for a total amount of €2,750 million, as follows:

    • − a €1,000 million tranche, with a 3.625% coupon, maturing on January 11, 2030,
  • − a €1,000 million tranche, with a 4% coupon, maturing on January 11, 2035, plus an additional €75 million on June 2, 2023 and €100 million on June 6, 2023,

  • − a €750 million tranche, with a 4.25% coupon, maturing on January 11, 2043;
  • on February 1, 2023 ENGIE SA redeemed at maturity €742 million worth of bonds, with a 3% coupon;
  • on February 28, 2023 ENGIE SA redeemed at maturity €500 million worth of green bonds, with a 0.375% coupon;
  • on April 3, 2023 ENGIE SA issued a £650 million worth of green bond (€757 million), maturing in April 3, 2053, with a 5.625% coupon;

Other Group entities:

• on June 24, 2023 ENGIE Alliance redeemed at maturity €1,000 million worth of bonds, with a 5.75% coupon.

11.4 Derivative instruments

June 30, 2023 Dec. 31, 2022
Assets Liabilities Assets Liabilities
In millions of euros Non
current
Current Total Non
current
Current Total Non
current
Current Total Non
current
Current Total
Derivatives hedging
borrowings
212 38 249 576 136 712 226 92 319 620 114 735
Derivatives hedging
commodities
11,691 13,870 25,561 13,208 15,930 29,138 30,932 15,076 46,008 37,210 11,698 48,907
Derivatives hedging other
items (1)
1,698 29 1,727 1,701 96 1,797 1,975 84 2,059 1,587 47 1,634
TOTAL 13,600 13,937 27,537 15,486 16,162 31,648 33,134 15,252 48,386 39,417 11,859 51,276

Derivative instruments recognized in assets and liabilities are measured at fair value and break down as follows:

(1) Derivatives hedging other items mainly include the interest rate component of interest rate derivatives (not qualified as hedges or qualified as cash flow hedges) that are excluded from net financial debt, as well as net investment hedge derivatives.

The net amount of derivatives hedging commodities recognized in the statement of financial position is measured after taking into account offsetting agreements that meet the criteria set out in paragraph 42 of IAS 32. This offsetting generates significant balance sheet effects in 2023 of approximately €11.8 billion and mainly concerns OTC derivatives concluded with counterparties for which the contractual terms provide for a net settlement of the transactions as well as a collateralization agreement (margin calls).

The balance of derivative hedging commodities is down compared with December 31, 2022 due to the decrease in commodity prices in the first half of 2023. Most of these derivatives mature in 2023 and 2024. This fair value incorporates market inputs at June 30, 2023, in particular the "bid ask" reserve, which have been updated to reflect the volatility of commodity prices and reduced liquidity in the European natural gas and electricity markets. In the main markets where the Group operates (Europe, United States, Singapore) a 10% increase or decrease in these market inputs (including the "bid ask" spread) would impact the fair value of the derivatives concerned by a negative €105 million (increase) and a positive €105 million (decrease).

11.4.1 Classification of financial instruments by level in the fair value hierarchy

During the first half of 2023, the Group did not make any material changes to the classification of financial instruments and did not recognize any material transfers between levels in the fair value hierarchy.

11.5 Deeply-subordinated perpetual notes

The Group paid out interest coupons for an amount of €46 million.

In accordance with the provisions of IAS 32 – Financial Instruments – Presentation, and given their characteristics, these instruments were accounted for in equity in the Group's consolidated financial statements (see "Statement of changes in equity").

NOTE 12 RISKS ARISING FROM FINANCIAL INSTRUMENTS

The Group mainly uses derivative instruments to manage its exposure to market risks. Financial risk management procedures are set out in Chapter 2 "Risk factors and control" of the 2022 Universal Registration Document.

12.1 Market risks

12.1.1 Commodity risk

12.1.1.1 Portfolio management activities

Sensitivities of the commodity-related derivatives portfolio used as part of the portfolio management activities at June 30, 2023 are detailed in the table below. Due to the significant volatility in commodity prices on the markets since 2022, particularly impacting the European zone, the price assumptions for natural gas and electricity in Europe were revised upwards last year. These sensitivities have continued to be established in a context of uncertainty.

These new assumptions do not constitute an estimate of future market prices and are not representative of future changes in consolidated earnings and equity, insofar as they do not include the sensitivities relating to the underlying hedged items (commodity purchase and sale contracts) which are not recognized at fair value.

Sensitivity analysis (1)

June 30, 2023 Dec. 31, 2022
In millions of euros Price changes Pre-tax impact on
income
Pre-tax impact on
other
comprehensive
income
Pre-tax impact on
income
Pre-tax impact on
other
comprehensive
income
Oil-based products +USD 10/bbl 56 81
Natural gas - Europe (2) -€10/MWh (519) (1,132) (700) (1,237)
Natural gas - Europe (2) +€10/MWh 520 1,132 700 1,237
Natural gas - Rest of the world +€3/MWh 71 178 29 206
Electricity - Europe (2) -€20/MWh (270) 417 (51) 245
Electricity - Europe (2) +€20/MWh 270 (417) 51 (245)
Electricity - Rest of the world +€5/MWh (192) (122)
Greenhouse gas emission rights +€2/ton 19 13 24 1
EUR/USD +10% 54 (184) 36 (186)
EUR/GBP +10% 47 (21) (17) (34)

(1) The sensitivities shown above apply solely to financial commodity derivatives used for hedging purposes as part of the portfolio management activities.

(2) For June 2023 and in relation to the sensitivities shown, more drastic upward price changes, although difficult to quantify, could be introduced, depending on how the economic or political situation evolves. For example, an increase of €50/MWh for natural gas and €100/MWh for electricity would impact sensitivities by a positive €8.2 billion and a negative €0.8 billion, respectively for natural gas and electricity.

The decrease in commodity prices in 2023 contributed to substantial changes in the fair value of financial instruments, impacting the income statement (see Note 6 "Operating expenses") as well as other comprehensive income for the Group (see "Statement of comprehensive income").

The sensitivity of equity to European electricity price changes is due to the application, since 2023, of cash flow hedge accounting to certain supply activities in France, Belgium and the Netherlands, as well as the sales resulting from the production of some of our assets in the same areas. The expected extension of this practice to other hedging strategies should contribute to reducing the sensitivity in the future of the pre-tax profit.

12.1.1.2 Trading activities

The entities carrying out the Group's trading activities operate on organized or OTC markets in derivative instruments such as futures, forwards, swaps, or options. Exposure to trading activities is strictly governed by daily monitoring of compliance with Value at Risk (VaR) limits.

The use of Value at Risk (VaR) to quantify market risk arising from trading activities provides a transversal measure of risk taking all markets and products into account. VaR represents the maximum potential loss on a portfolio over a specified holding period based on a given confidence interval. It is not an indication of expected results but is back-tested on a regular basis.

The Group uses a one-day holding period and a 99% confidence interval to calculate VaR, as well as stress tests, in accordance with banking regulatory requirements.

The VaR shown below corresponds to the global VaR of the Group's trading entities.

Value at Risk

In millions of euros June 30, 2023 2023 average (1) 2023 maximum (2) 2023 minimum (2) 2022 average (1)
Trading activities 12 21 42 6 33
(1)
Average daily VaR.

(2) Maximum and minimum daily VaR observed in 2023.

VaR limits are set within the framework of Group governance, which was strengthened since the beginning of the crisis to take account the extremely volatile market environment. The 2023 minimum and maximum, are to be compared with €6 million and €143 million respectively, for 2022.

The continuous monitoring of market risks and the strict application of these measures have enabled the Group to perform its trading activities in a supervised environment during the year.

12.1.2 Currency and interest rate risk

12.1.2.1 Currency risk

A sensitivity analysis to currency risk on financial income/(loss) – excluding the income statement translation impact of foreign subsidiaries – was performed based on all financial instruments managed by the treasury department and representing a currency risk (including derivative financial instruments).

A sensitivity analysis to currency risk on equity was performed based on all financial instruments qualified as net investment hedges at the reporting date.

For currency risk, sensitivity corresponds to a 10% rise or fall in exchange rates of foreign currencies against the euro compared to closing rates.

June 30, 2023
Impact on income Impact on equity
In millions of euros +10% (1) -10% (1) +10% (1) -10% (1)
Exposures denominated in a currency other than the functional
currency of companies carrying the liabilities on their statements of
financial position (2)
20 (20) NA NA
Financial instruments (debt and derivatives) qualified as net
investment hedges (3)
NA NA 411 (411)

(1) +(-)10%: depreciation (appreciation) of 10% on all foreign currencies against the euro.

(2) Excluding derivatives qualifying as net investment hedges.

(3) This impact is countered by the offsetting change in the net investment hedged.

12.1.2.2 Interest rate risk

A sensitivity analysis was performed based on the Group's net debt position (including the impact of interest rate and foreign currency derivatives relating to net debt) at the reporting date.

For interest rate risk, sensitivity corresponds to a 100-basis-point rise or fall in the yield curve compared to year-end interest rates.

June 30, 2023
Impact on income Impact on equity
In millions of euros +100 basis points -100 basis points +100 basis points -100 basis points
Net interest expense on the floating-rate net debt
(nominal amount) and on the floating-rate leg of
derivatives
(5) 5 NA NA
Change in fair value of derivatives not qualifying as
hedges
(18) 19 NA NA
Change in fair value of derivatives qualifying as cash
flow hedges
NA NA 256 (331)

As part of the interest rate benchmark reform, in 2022 the Group referenced all new USD denominated financing contracts to the SOFR index; and also aligned its existing financing and derivative contracts to the same index in first-half 2023, following the end of the publication of the US Libor at June 30, 2023.

The Group does not expect the transition to have any impact.

12.2 Counterparty risk

12.2.1 Commodity derivatives

In the case of commodity derivative financial instruments, the counterparty risk arises from their positive fair value. Counterparty risk is taken into account when calculating the fair value of these derivative instruments.

The sharp volatility of commodity prices has not significantly changed the Group's exposure thanks to the credit quality of its counterparties.

12.2.2 Expected credit losses on trade and other receivables, contract assets and loans and receivables at amortized cost

Against the backdrop of a deteriorating global economic environment, historically high energy prices and the ongoing war in Ukraine, the Group continued to monitor cash receipts and strengthened its monitoring of default risk in its BtoB, BtoC and Energy Management activities.

Trade and other receivables, contract assets

June 30, 2023 Dec. 31, 2022
Expected credit Expected credit
In millions of euros Gross (1) losses Net Gross (1) losses Net
Trade and other receivables, net 17,188 (2,043) 15,146 27,979 (1,975) 26,004
Assets from contracts with customers 9,391 (57) 9,334 12,632 (48) 12,584
TOTAL 26,580 (2,100) 24,480 40,610 (2,023) 38,588

(1) The gross amount (excluding margin calls) includes the impact relating to VAT or to any other item not subject to credit risk.

At June 30, 2023, the Group did not recognize any significant expected credit losses in the income statement.

Loans and receivables at amortized cost

In millions of euros June 30, 2023 Dec. 31, 2022
Gross (1) 7,780 7,591
Expected credit losses (1,305) (1,291)
TOTAL 6,475 6,300

(1) The gross amount (excluding margin calls and the impact of amortized cost) includes the impact relating to VAT or to any other item not subject to credit risk.

As a reminder, the loan related to the financing of the Nord Stream 2 pipeline project was written down by €987 million in 2022 (including capitalized interest).

12.3 Liquidity risk

In the context of its operating activities, the Group is exposed to a risk of having insufficient liquidity. In addition to the risks inherent in managing working capital requirements (WCR), margin calls are required in certain market activities, which are a way of mitigating counterparty risk on hedging instruments through the use of collateral. Given the current volatility of the markets, these margin calls may have a significant timing impact on the Group's cash position. As part of its liquidity risk management and monitoring system, the Group has issued more letters of credit and has also used liquidity swaps to manage the impact on its cash position.

Diversifying sources of financing and liquidity

In millions of euros

(1) Net of negotiable commercial paper.

(2) Including cash and cash equivalents for €15,716 million, other financial assets reducing net financial debt for €975 million, net of bank overdrafts and cash current accounts for €694 million, 76% of which is invested in the eurozone.

12.3.1 Undiscounted contractual payments relating to financial activities

Undiscounted contractual payments on outstanding borrowings and debt by maturity

Beyond 5 Total at
June 30,
Total at Dec.
In millions of euros 2023 2024 2025 2026 2027 years 2023 31, 2022
Bond issues 227 928 1,532 2,354 2,506 17,522 25,069 23,557
Bank borrowings 223 577 473 247 549 3,429 5,498 5,476
Negotiable commercial paper 5,205 65 5,271 7,386
Lease liabilities 258 114 439 300 262 1,785 2,911 2,875
Other borrowings 8 14 11 9 4 279 325 374
Bank overdrafts and current accounts 696 696 615

Other financial assets and cash and cash equivalents deducted from net financial debt have a liquidity of less than one year.

Undiscounted contractual flows relating to leases

At June 30, 2023, as lessee, the Group is potentially exposed to future cash outflows not considered in the valuation of lease liabilities of €1,198 million (of which approximately 79% relates to potential commitments beyond 2027). This amount relates to leases that have not yet come into force and is mainly related to real estate leases and LNG vessels.

In addition, the Group is also exposed to future cash outflows in the form of variable lease payments in connection with the extension of the Rhône concession. These variable lease payments are dependent on revenues from electricity sales.

Undrawn credit facility programs

Total at
Beyond 5 June 30, Total at Dec.
In millions of euros 2023 2024 2025 2026 2027 years 2023 31, 2022
Confirmed undrawn credit facility programs 986 695 5,625 446 3,996 523 12,271 12,511

Of these undrawn programs, an amount of €5,271 million is allocated to covering commercial paper issues.

At June 30, 2023, no single counterparty represented more than 10% of the Group's confirmed undrawn credit lines.

NOTE 13 PROVISIONS

NOTE 13 PROVISIONS

In millions of euros Post
employment and
other long-term
benefits
Back-end of the
nuclear fuel
cycle and
dismantling of
nuclear facilities
Dismantling of
non-nuclear
facilities
Other
contingencies
Total
AT DECEMBER 31, 2022 4,471 19,017 1,330 2,209 27,027
Additions 134 5,186 4 223 5,547
Utilizations (179) (192) (31) (201) (602)
Reversals (40) (40)
Changes in scope of consolidation 2 1 3
Impact of unwinding discount adjustments 83 248 20 8 359
Translation adjustments 3 (14) 1 (11)
Other 119 (702) (6) 32 (557)
AT JUNE 30, 2023 4,634 23,558 1,303 2,232 31,727
Non-current 4,561 12,786 1,302 349 18,998
Current 73 10,772 1 1,883 12,729

The different types of provisions and the calculation principles applied are described in the consolidated financial statements for the year ended December 31, 2022.

The impact of unwinding discount adjustments in respect of post-employment and other long-term benefits relates to the interest expense on the benefit obligation, net of interest income on plan assets.

The "Other" line mainly comprises actuarial gains and losses arising on post-employment benefit obligations in 2023, which are recorded in "Other comprehensive income" as well as changes in provisions recorded against a dismantling or site rehabilitation asset.

Additions, utilizations, reversals and the impact of unwinding discount adjustments are presented as follows in the consolidated income statement:

In millions of euros June 30, 2023
Income/(loss) from operating activities (4,904)
Other financial income and expenses (360)
TOTAL (5,264)

13.1 Post-employment benefits and other long-term benefits

Discount rates show a slight upward trend of between 10 and 25 basis points depending on the geographic area, with no significant impact on the amount of commitments compared with December 31, 2022.

13.2 Obligations relating to nuclear power generation activities

13.2.1 Additional provisions set aside to take account the agreement reached with the Belgian government on June 29, 2023, which became binding following the signature of supplements to the initial agreements on July 21, 2023.

On June 29, 2023, ENGIE and the Belgian government signed an intermediate agreement defining the terms of the extension of the Doel 4 and Tihange 3 nuclear units. This agreement aims to ensure a balanced distribution of risks between the two parties and to eliminate uncertainties concerning future changes in provisions related to the treatment of all nuclear waste. This agreement became binding on July 21, 2023, following the signature of the supplements to the initial agreements. It will be supplemented by the complete transaction documents to be signed by October 30. The closing of these agreements will be subject to a number of conditions precedent, the main ones being the entry into force of the

NOTE 13 PROVISIONS

necessary legislative amendments and the authorization of the economic model for the extension and nuclear waste processing cost caps by the European Commission.

This agreement provides for the payment of a lump sum to cover future costs of nuclear waste processing, totaling €15 billion2022, in return for which Electrabel benefits from volumetric credits guaranteeing the removal of conditioned waste by ONDRAF without additional costs. This amount is payable in two installments: the first due at the closing of the agreement, expected in the first half of 2024, for category B waste – i.e., low- or medium-activity long-lived waste from dismantling – and category C waste – i.e., high-activity and/or long-lived waste – and the other at the restart of the two extended units for category A waste – i.e., low or medium activity and short-lived.

As a result, the Group has increased its provisions by an amount corresponding to the balance between the liabilities already set aside for future nuclear waste treatment costs and the lump-sum amount of €15 billion2022, i.e., an amount of €5.1 billion (including Electrabel's partners' share in certain power plants for €0.4 billion). As a result, the Group recognized a net expense of €4.8 billion in "Other items of income/(loss) from operating activities" (see Note 7).

Following the assumption by the Belgian State of all obligations relating to nuclear waste after its transfer to ONDRAF, the ENGIE Group will no longer be exposed to changes in future costs and discounting parameters relating to the treatment of this waste after this transfer. The sensitivity of provisions to these risks was presented in Note 17.2 "Obligations relating to nuclear power generation activities" to the consolidated financial statements for the year ended December 31, 2022. At the end of the agreements, the Group will remain mainly exposed to changes in other decommissioning and dismantling costs, as well as to changes in the cost of bringing nuclear waste into compliance with the contractual criteria for transfer to ONDRAF.

In addition, the extension of the Doel 4 and Tihange 3 nuclear units could have an impact on dismantling provisions. Extending the total duration of site decommissioning and the operation of certain related facilities could result in higher dismantling costs. Conversely, spreading out certain costs over time and sharing them with units still in operation could result in a reduction in the provisions. It is difficult, at this stage, to determine this net impact, as a complete re planning exercise is due to be carried out before the end of the year. However, the agreement stipulates that the Belgian State will pay ENGIE, at the closing of the agreement, for any increase in dismantling liabilities resulting from the extension of the two nuclear units that is not offset by synergies.

13.2.2 Decision of the Commission for nuclear provisions concerning provisions for the decommissioning and dismantling of nuclear production sites

At June 30, 2023, the measurement of provisions for decommissioning and dismantling nuclear facilities was based on an industrial scenario and all the technical assumptions, which were approved by the Commission for Nuclear Provisions (CPN) on July 7, 2023, following the review procedure initiated in September 2022, in accordance with the law. As this decision has taken into account some of Electrabel's comments, it is no longer contested. The main impact of the CPN's decision was a reduction in the provision for dismantling (€0.6 billion), offset by an adjustment in the book value of dismantling assets, part of which was the subject of a reversal of an impairment loss (€0.4 billion).

NOTE 13 PROVISIONS

13.2.3 Financial assets set aside to cover the future costs of dismantling nuclear facilities and managing radioactive fissile material

The financial assets set aside to cover the future costs of dismantling nuclear facilities and managing radioactive fissile material and their legal framework are presented in Note 17.2.4 to the consolidated financial statements for the year ended December 31, 2022. Loans to non-Group legal entities and other cash investments evolved over the first half of 2023 as follows:

Dec. 31, 2022
5
5
2,274 2,270
2,274 2,270
2,276
863
24
1,503 887
1,629 2,418
2,375 933
4,003 3,350
5,506 4,237
49 113
7,834 6,626
June 30, 2023
4
4
2,278
1,478
25

(1) Does not include uranium inventories, which amounted to €235 million at June 30, 2023, compared with €308 million at December 31, 2022.

13.3 Other contingencies

This caption essentially includes provisions for commercial litigation, tax claims and disputes (except income tax, pursuant to IFRIC 23) as well as provisions for onerous contracts relating to storage and transport capacity contracts.

NOTE 14 RELATED PARTY TRANSACTIONS

NOTE 14 RELATED PARTY TRANSACTIONS

The related party transactions described in Note 20 to the consolidated financial statements for the year ended December 31, 2022 did not change significantly in the first half of 2023.

NOTE 15 WORKING CAPITAL REQUIREMENTS, INVENTORIES, OTHER ASSETS AND OTHER LIABILITIES

NOTE 15 WORKING CAPITAL REQUIREMENTS, INVENTORIES, OTHER ASSETS AND OTHER LIABILITIES

15.1 Composition of change in working capital requirements

In millions of euros Change in working
capital
requirements at
June 30, 2023
Change in working
capital
requirements at
June 30, 2022
Inventories 3,124 (1,710)
Trade and other receivables, net 13,739 2,542
Trade and other payables, net (15,824) (5,055)
Tax and employee-related receivables/payables 978 397
Margin calls and derivative instruments hedging commodities relating to trading activities (1) (2,396) 4,284
Other 1,797 183
TOTAL 1,418 640

(1) Including, at June 30, 2023 a positive €1.7 billion in favorable effects of net margin calls: a positive €1.6 billion change in margin calls and a positive €0.1 billion in Initial Margins (net of a €2.1 billion of Substitution by Bank Letter of Credit).

15.2 Inventories

In millions of euros June 30, 2023 Dec 31, 2022
Inventories of natural gas, net 2,195 4,628
Inventories of uranium 235 308
CO2 emissions allowances, green certificates and energy saving certificates, net 1,658 1,788
Inventories of commodities other than gas and other inventories, net 1,325 1,420
TOTAL 5,413 8,145

15.3 Other assets and other liabilities

June 30, 2023 Dec 31, 2022
Assets Liabilities Assets Liabilities
Non Non Non Non
In millions of euros current Current current Current current Current current Current
Other assets and liabilities 1,630 10,463 (3,567) (19,390) 766 18,294 (3,646) (23,583)
Tax receivables/payables 7,282 (10,369) 14,647 (16,863)
Employee receivables/payables 800 19 1 (2,264) 523 22 (2) (2,479)
Dividend receivables/payables 35 (355) 12 (23)
Other 830 3,127 (3,568) (6,402) 243 3,614 (3,644) (4,218)

NOTE 16 LEGAL AND ANTI-TRUST PROCEEDINGS

The Group is party to a number of legal and anti-trust proceedings with third parties or with legal and/or administrative authorities (including tax authorities) in the normal course of its business.

Disputes and investigations are described in Note 23 to the consolidated financial statements for the year ended December 31, 2022. The developments in disputes and investigations during the first half of 2023 are presented below.

16.1 Energy Solutions

16.1.1 Spain - Púnica

In the Púnica case (procedure concerning the awarding of contracts), 15 Cofely España employees, as well as the company itself, were placed under investigation by the examining judge in charge of the case. The criminal investigation was closed on July 19, 2021 with the referral of Cofely España and eight (former) employees before the criminal court. Cofely España lodged an appeal against this decision on September 30, 2021. On March 9, 2022, the appeal was dismissed and the referral decision upheld. The hearings are expected to begin in 2024.

16.1.2 Italy - Competition procedure

On May 9, 2019, a fine of €38 million was jointly and severally imposed on ENGIE Servizi SpA and ENGIE Energy Services International S.A. ("ENGIE ESI") by the Italian Competition Authority (the "Authority") for certain alleged anti-competitive practices relating to the award of the Consip FM4 2014 contract. An appeal was lodged with the Lazio Regional Administrative Court (Lazio RAC). On July 18, 2019, the Lazio RAC suspended the payment of the fine, and on July 27, 2020, it overturned the Authority's decision as regards both ENGIE Servizi SpA and ENGIE ESI. On November 17, 2020, the Authority appealed the Lazio RAC's decision before Italy's highest administrative court. On May 9, 2022, the Italian administrative court rejected the Authority's appeal and upheld the Lazio RAC's reversal of the Authority's decision. Two companies (including Consorzio Innova whose appeals concern ENGIE Servizi SpA and ENGIE ESI). filed a special appeal against the administrative court's decision before the administrative court itself on June 13, 2022. This appeal does not have a suspensive effect. The same companies filed an appeal challenging the administrative court's rejection of the appeal before the Supreme Court on July 11, 2022. Following Consorzio Innova's withdrawal of its appeal to the Supreme Court, it closed the proceedings on April 4, 2023. On July 21, 2023, the Italian administrative court rejected Consorzio Innova's appeal. The Italian administrative court thus confirms the previous decision of the Italian administrative court itself, upholding the Lazio RAC's reversal of the Authority's decision concerning ENGIE Servizi and ENGIE ESI.

16.2 Retail

16.2.1 Peru – Antamina

In 2012, following a tender for the annual purchase of 170 MW until 2032, ENGIE Energía Perú S.A. entered into a long term gas purchase agreement with Peruvian mining company Antamina (the "Agreement").

In 2021, however, Antamina launched another tender for the same annual volume and entered into three purchase agreements with three new suppliers for a six-month period renewable twice. This called into question the exclusivity and "take or pay" clause that ENGIE Energía Perú S.A. believed it had been granted until 2032 under the Agreement. Following the signing of these new agreements, Antamina refused, as of January 2022, to accept delivery of the agreed upon quantity of gas under the Agreement and, consequently, to pay the corresponding penalty.

On April 26, 2022, ENGIE Energía Perú S.A. filed an arbitration procedure against Antamina, seeking recognition of the exclusive nature of the Agreement and Antamina's obligation to only procure gas supplies from ENGIE. The suit also seeks the payment of invoices that have been outstanding since January 2022. The arbitration procedure is governed by the

rules of the Arbitration Center of the Lima Chamber of Commerce. On January 4, 2023, ENGIE Energía Perú S.A. filed its statement of claim. Antamina filed its statement of defense on March 29, 2023. ENGIE Energía Perú S.A. responded in early June, and Antamina is due to respond by August 11.

16.2.2 GEM – GPE

At the beginning of the fourth quarter of 2022, ENGIE initiated an arbitration procedure against Gazprom Export LLC seeking, in particular to obtain (i) recognition of Gazprom Export LLC's non-performance of its gas delivery obligations towards ENGIE under long-term gas delivery agreements and (ii) payment of contractual penalties as well as compensation for damages resulting from this non-performance from Gazprom Export LLC.

This arbitration procedure is due to the significant delivery shortages by Gazprom Export LLC to ENGIE as of mid-June 2022, followed by Gazprom Export LLC's unilateral decision at the end of summer 2022 to reduce its deliveries to ENGIE due to a disagreement between the parties on the application of the agreements.

ENGIE filed its statement of claim on May 26, 2023, and Gazprom export LLC's response is expected at the end of September.

16.3 FlexGen

16.3.1 Italy - Vado Ligure

On March 11, 2014, the Court of Savona seized and closed down the VL3 and VL4 coal-fired production units at the Vado Ligure thermal power plant belonging to Tirreno Power S.p.A. (TP), a company which is 50%-owned by the ENGIE Group. This decision was taken as part of a criminal investigation against the present and former executive managers of TP into environmental infringements and public health risks. The investigation was closed on July 20, 2016. The case was referred to the Savona Court to be tried on the merits. The proceedings before the Court of First Instance began on December 11, 2018 and will continue through 2023. The former members of the Board of Directors and management may be held liable. Third parties, including the Italian Ministry of the Environment and Ministry of Health, joined the proceedings to claim damages. The trial is underway and hearings will run until October 2023.

16.3.2 Brazil – Claim against sales tax adjustments

On December 14, 2018, the Brazilian tax authorities sent ENGIE Brasil Energia S.A. tax deficiency notices for the 2014, 2015 and 2016 fiscal years considering that the company was liable for the PIS and COFINS taxes (federal value added taxes) on the reimbursement of certain fuels used in the production of energy by thermoelectric plants. The adjustments amounted to a total of 606.5 million Brazilian reals ("real"), consisting of 229 million real in principal plus fines and interest.

ENGIE Brasil Energia disputes these tax deficiency notices and introduced tax claims in 2019, which the tax authorities have rejected, however.

On November 22, 2022, ENGIE Brasil Energia filed a special administrative appeal, which was not recognized by the Administrative Court. On January 9, 2023, the company filed another administrative appeal seeking recognition of the special administrative appeal and an analysis of the merits of the case. If these proceedings are unsuccessful, the case will have to be brought before the ordinary courts and tribunals.

On February 5, 2023, the Brazilian tax authorities issued tax notices relating to fiscal year 2018, covering the same matter (PIS and COFINS taxes on fuel reimbursement), totaling 63.7 million reals, including 29.9 million reals in fines and interest.

On March 28, 2023, ENGIE Brasil Energia submitted its defense to launch the debate from on an administrative level and is awaiting a first-level decision.

In June 2023, Diamante Geração de Energia (controlled at the time by ENGIE Brasil Energia and owner of the thermoelectric power plants) received additional tax notices concerning PIS and COFINS taxes relating to fiscal years

2019 and 2020 and corporate income tax relating to fiscal year 2018 on the same subject (fuel reimbursement). The amount at issue is 528.5 million reals, consisting of 260.5 million reals in principal, plus fines and interest. On July 4, 2023, Diamante Geração de Energia submitted a statement of defense to initiate the debate on an administrative level and is awaiting a first-level decision.

In 2021, ENGIE Brasil Energia sold Diamante, but ENGIE Brasil Energia remains responsible for the above claims, as they refer to the period prior to the closing of the transaction.

16.4 Nuclear

16.4.1 Shutdown of the Doel 3 and Tihange 2 power plants

Various associations have lodged appeals before the Brussels Court of First Instance against Electrabel, the Belgian State, the Nuclear Safety Authority and/or the Elia electricity transmission network to contest the decisions and actions to shut down the Doel 3 (on September 23, 2022) and/or Tihange 2 (on January 31, 2023) power plants. In a first judgment dated November 16, 2022, the Brussels Court of First Instance, ruling in summary proceedings in one of the cases, confirmed the decisions and actions taken in relation to the shutdown. The plaintiffs in this case withdrew their action on the merits. In the second case on the merits, a judgment was handed down on June 30, 2023, rejecting the interim measures requested, including the request to prohibit Electrabel from taking any irreversible action in connection with the shutdown of Doel 3 and Tihange 2. The case is continuing on the merits, with no precise timetable at this stage.

16.4.2 Appeal against the Belgian energy regulator's decision implementing the law of December 16, 2022 introducing a cap on electricity producers' market revenues

Electrabel lodged an appeal with the Belgian Market Court (Cour des Marchés) on March 29, 2023 against the decision of the Belgian energy regulator (CREG) to implement the December 16, 2022 law introducing a cap on electricity producers' market revenues.

Electrabel contests the validity of this revenue cap, arguing that it is contrary to the European Regulation that introduced it, notably because it falsely determines market revenues using presumptions and not on the basis of revenues actually received, as provided for by the Regulation, and because it is implemented retroactively from August 1, 2022, outside the period covered by the Regulation. A decision is expected in the last quarter of 2023.

An appeal was also lodged with the Constitutional Court in June 2023. The contested provisions of the European Regulation and the manner in which it was irregularly implemented by the law of December 16, 2022 result in increasing the estimated amount of the levy that will be claimed from Electrabel to €384 million for 2022 and to more than €700 million for 2023.

16.5 Other

16.5.1 Withholding tax

In their tax deficiency notice dated December 22, 2008, the French tax authorities questioned the tax treatment of the nonrecourse Dailly sale by SUEZ (now ENGIE) of a disputed withholding tax (précompte) receivable in 2005 for an amount of €995 million (receivable relating to the précompte paid in respect of the 1999-2003 fiscal years). The Montreuil Administrative Court handed down a judgment in ENGIE's favor in 2019, which led the French tax authorities to appeal the decision before the Versailles Court of Appeal, which overturned the prior Court's decision in 2021. On April 14, 2023, the Conseil d'État overturned the Court's ruling on the grounds that the assigned claim should be classified as an advance repayment of non-deductible tax, irrespective of the fact that the State had not authorized its repayment by the bank assigning the claim, and that the repayment was only partial. The Conseil d'État referred the case back to the Versailles Administrative Court of Appeal to decide on the basis of a procedure that made the tax treatment of the disputed assignment of receivables in 2005 dependent on the outcome of the withholding tax dispute itself.

Regarding the dispute over the précompte itself, on February 1, 2016, the Conseil d'État dismissed the appeal before the Court of Cassation seeking the repayment of the précompte in respect of the 1999, 2000 and 2001 fiscal years. On June 23, 2020, the Versailles Administrative Court of Appeal found in favor of ENGIE as regards the cases seeking repayment of the précompte in respect of the 2002 and 2003 fiscal years but rejected the case in respect of the 2004 fiscal year. As the précompte receivables for 2002/2003 have been assigned, the relevant amounts have been repaid to the assignee banks. The case was referred to the Conseil d'État by the two parties. On March 27, 2023, the Conseil d'Etat dismissed ENGIE's appeal in light of the Conseil Constitutionnel's decision of October 2022. On June 30, 2023, the Conseil d'État dismissed the Minister's appeal in respect of the 2002 claim, validating the Court's ruling, and referred back to the Versailles Administrative Court of Appeal the task of quantifying the amount of the 2003 withholding tax claim to be refunded in the light of the rules it had laid down, taking into account the prior decisions of the Court of Justice of the European Union and the Conseil Constitutionnel.

Furthermore, after ENGIE and several French groups lodged a complaint, on April 28, 2016, the European Commission issued a reasoned opinion to the French State as part of infringement proceedings, setting out its view that the Conseil d'État did not comply with European Union law when handing down decisions in disputes regarding the précompte, such as those involving ENGIE. On July 10, 2017, the European Commission referred the matter to the Court of Justice of the European Union on the grounds of France's failure to comply. On October 4, 2018, the Court of Justice of the European Union ruled partially in favor of the European Commission. Following this decision, France must revisit its methodology in order to determine the précompte repayment amounts in closed and pending court cases. No action has been initiated to date due to parallel litigation proceedings on the basis of Directive 90/435/EC.

16.5.2 Luxembourg - State aid investigation

On September 19, 2016, the European Commission announced its decision to open an investigation into whether or not two private rulings granted by the Luxembourg State in 2008 and 2010 covering two similar transactions between several of the Group's Luxembourg subsidiaries constituted State aid. On June 20, 2018, the European Commission adopted a final, unfavorable decision deeming that Luxembourg had provided ENGIE with State aid. On September 4, 2018, ENGIE requested the annulment of the decision before the European Courts, thereby challenging the existence of a selective advantage. As these proceedings do not have a suspensive effect, ENGIE paid a sum of €123 million into an escrow account on October 22, 2018 in respect of one of the two transactions in question, since no aid was actually received for the other. Following the proceedings before the European Courts, this sum will be returned to ENGIE or paid to the Luxembourg State depending on whether or not the Commission's decision is annulled. On May 12, 2021, the Court rejected the appeals of the Luxembourg State and of ENGIE, thereby confirming the European Commission's position on the existence of State aid granted to the Group's Luxembourg subsidiaries. On July 22, 2021, ENGIE referred the matter to the Court of Justice of the European Union seeking the annulment of the Court's decision. The proceedings are currently ongoing. The hearing was held in January 2023, and the attorney general's conclusions in favor of Luxembourg and ENGIE were filed in May 2023.

16.5.3 Italy - exceptional tax on the energy sector

In December 2022, ENGIE filed an action against the tax authorities to obtain the reimbursement of the tax it paid in July and November 2022 for a total amount of more than €308 million, pursuant to two legislative decrees (no. 21 and 50/2022) that introduced an exceptional solidarity contribution to be paid by operators in the energy sector. ENGIE contests the validity of the basis of the tax in relation to the decree's objective, its compatibility with the Italian Constitution as well as its compatibility with Italy's European commitments (European law). In June 2023, the Italian Constitutional Court was asked to rule on the constitutionality of the tax by the Rome Court of First Instance, in proceedings involving other market players.

16.5.4 Transfer price of gas

The Belgian tax authorities' Special Tax Inspectorate has issued two tax deficiency notices in respect of taxable income for fiscal years 2012 and 2013 for an aggregate amount of €706 million, considering that the price applied for the supply of gas by ENGIE (then GDF SUEZ) to Electrabel S.A. was excessive. ENGIE and Electrabel S.A. are challenging this adjustment and have submitted a request for conciliation proceedings, which was accepted by France and Belgium in

May 2018. The procedure is currently underway between the two States, whose respective positions advanced at the end of 2022/beginning of 2023, raise hopes of a resolution in 2023.

NOTE 17 SUBSEQUENT EVENTS

NOTE 17 SUBSEQUENT EVENTS

On July 7, the Commission for Nuclear Provisions (CPN) issued its final conclusions concerning the adoption of the industrial scenario and all the technical and financial assumptions, as part of its triennial review. In addition, on July 21 the Group signed a binding agreement with the Belgian government, supplementing the interim agreement of June 29 on the extension of the Tihange 3 and Doel 4 nuclear reactors and on all nuclear waste-related obligations. These items and their impact are described in Note 7 "Other items of income/(loss) from operating activities", Note 10 "Goodwill, property, plant and equipment and intangible assets" and Note 13 "Provisions".

04 STATEMENT BY THE PERSON RESPONSIBLE FOR THE FIRST-HALF FINANCIAL REPORT

Party responsible for the First-half Financial Report

Catherine MacGregor, Chief Executive Officer.

Declaration by the party responsible for First-half Financial Report

"I hereby certify that, to the best of my knowledge, the condensed interim consolidated financial statements for six months ended June 30, 2023 have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and net income or loss of the Company and all the entities included in the consolidation, and that the interim management report presents a fair view of the significant events of first-half 2023, their impact on the interim financial statements, the main related party transactions and describes the main risks and uncertainties to which the Group is exposed for the second half of 2023."

Courbevoie, July 27, 2023

The Chief Executive Officer

Catherine MacGregor

05 STATUTORY AUDITORS' REVIEW REPORT ON THE FIRST-HALF FINANCIAL INFORMATION

This is a free translation into English of the statutory auditors' review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group's half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

To the Shareholders,

In compliance with the assignment entrusted to us by your shareholders' meeting and in accordance with the requirements of Article L.451-1-2 III of the French Monetary and Financial Code (Code monétaire et financier), we hereby report to you on:

  • the review of the accompanying condensed consolidated financial statements of ENGIE for the half-year ended June 30, 2023;
  • the verification of the information contained in the half-year management report.

These condensed half-yearly consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.

1. Conclusion on the financial statements

We conducted our limited review in accordance with professional standards applicable in France.

A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed halfyearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - standard of the IFRSs as adopted by the European Union applicable to interim financial information.

2. Specific verification

We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review.

We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.

Paris-La Défense, July 27, 2023

The Statutory Auditors

French original signed by

DELOITTE & ASSOCIES ERNST & YOUNG et Autres

Patrick E. Suissa Nadia Laadouli Charles-Emmanuel Chosson Guillaume Rouger

A public limited company with a share capital of 2,435,285,011 euros Corporate headquarters: 1 place Samuel de Champlain 92400 Courbevoie – France Tél.: +33 (0)1 44 22 00 00

Register of commerce: 542 107 651 RCS NANTERRE VAT FR 13 542 107 651 engie.com

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