## Assessment of Terna S.p.A.'s Suitability for Hybrid Bond Issuance ### Key Observations: **1. Already Issued Hybrid Bonds:** The most telling fact is that Terna has already issued hybrid/perpetual bonds during 2022, with €989 million recorded as "Equity Instruments Perpetual Hybrid Bonds" in the equity section. This demonstrates the company has already accessed this market and has experience with hybrid instruments. There's also a "Coupon Payable To Holders Of Hybrid Bonds" line of -€21.1 million, confirming ongoing hybrid bond obligations. **2. Strong and Stable Profitability:** - Revenue grew from €2,534.5M to €2,898.1M (14.3% growth) - EBIT (Operating Profit) increased from €1,200.4M to €1,333.5M (11.1% growth) - Net profit attributable to owners grew from €789.4M to €857.0M (8.6% growth) - Consistent profitability supports coupon payments on hybrid instruments **3. Solid Cash Flow Generation:** - Operating cash flows of €2,323.7M in 2022 (up significantly from €832.3M) - Strong operational cash generation relative to total debt obligations **4. Investment-Grade Profile:** - Terna is a regulated utility (national electricity grid operator in Italy) - Regulated revenue streams provide high visibility and stability - Backed by CDP Reti S.p.A. (ultimately Cassa Depositi e Prestiti, Italian state-owned entity) - Total assets of €22.8B with equity of €6.17B **5. Leverage and Capital Structure:** - Total debt (long-term + short-term borrowings + current portion): €8,416.7M + €444.1M + €1,909.3M = ~€10,770M - Debt-to-equity ratio: ~1.75x (manageable for a regulated utility) - Interest coverage: EBIT/Finance costs = €1,333.5M / €121.8M ≈ 11.0x (very strong) **6. Regulatory Framework:** - As Italy's transmission system operator, Terna operates under a regulated framework with predictable cash flows - Regulated utilities are among the most frequent issuers of hybrid bonds, as rating agencies give them equity credit **7. Dividend Policy:** - Regular dividend payments (including interim dividends) indicate financial discipline - Dividends of ~€596M annually are well-covered by earnings ### Conclusion: Terna is a textbook candidate for hybrid bond issuance — a large, regulated utility with stable cash flows, strong investment-grade characteristics, state-linked ownership, and proven access to the hybrid bond market (having already issued €989M). The company has excellent interest coverage, predictable regulated revenues, and the financial scale to support hybrid instruments. Strongly Suitable