UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 18-K/A
For Foreign Governments and Political Subdivisions Thereof
AMENDMENT NO. 3
to
ANNUAL REPORT
of
COUNCIL OF EUROPE DEVELOPMENT BANK
(Name of registrant)
Date of end of last fiscal year: December 31, 2021
SECURITIES REGISTERED*
(As of the close of the fiscal year)
| Titles of Issue |
Amount as to Which Registration is Effective |
Names of Exchanges on Which Registered | ||
| N/A | N/A | N/A |
Name and address of person authorized to receive notices
and communications from the Securities and Exchange Commission:
Krystian Czerniecki
Sullivan & Cromwell LLP
Neue Mainzer Strasse 52
60311 Frankfurt am Main
Germany
| * | The registrant files annual reports on Form 18-K on a voluntary basis. |
TABLE OF CONTENTS
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This Amendment No. 3 to the annual report on Form 18-K for the fiscal year ended December 31, 2021 (the “Annual Report”) is filed by Council of Europe Development Bank (“CEB”), a multilateral development bank with a social vocation governed by the Third Protocol to the General Agreement on Privileges and Immunities of the Council of Europe of March 6, 1959, by its Articles of Agreement as amended (the “Articles”) and by regulations issued pursuant to the Articles. This amendment to the Annual Report on Form 18-K, including any future amendments, is intended to be incorporated by reference into CEB’s prospectus dated October 30, 2020 and any future prospectus filed by CEB with the Securities and Exchange Commission to the extent such prospectus indicates that it intends this report to be incorporated by reference.
In this Annual Report, references to “€”, “euro” and “EUR” are to the single European currency of the member States of the European Union participating in the euro. References to “U.S. dollars”, “$” or “USD” are to United States dollars.
The Annual Report is hereby amended as follows:
| 1. | Exhibit 3 is hereby amended by replacing the text in the “Capitalization and Indebtedness” section with the text under the caption “Capitalization and Indebtedness” on page 4 hereof; and |
| 2. | Exhibit 7 hereto, entitled “Press Release: CEB releases 2022 solid financial and operational results while continuing to support Europe’s social cohesion”, is added to the Annual Report. |
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CAPITALIZATION AND INDEBTEDNESS
The following table sets forth the CEB’s capitalization and indebtedness as of December 31, 2022. It does not otherwise give effect to any transaction since that date. Since December 31, 2022, there has been no material change in the capitalization of CEB except for the following issuances:
| · | Under the CEB’s U.S. SEC-registered Debt Program: USD 1.0 billion (approximately EUR 924 million based on the exchange rate at the time of the issuance) 3.625% Global Notes due 2028 in January 2023; |
| · | Under the CEB’s Euro Medium Term Note Program, all in January 2023: |
GBP 500 million (approximately EUR 568 million based on the exchange rate at the time of the issuance) 4.250% notes due 2026, EUR 1 billion 2.875% notes due 2033 and HKD 500 million (approximately EUR 59 million based on the exchange rate at the time of the issuance) 3.545% notes due 2028.
| · | Under the CEB’s Euro Commercial Paper Program: |
The amount issued since January 1, 2023 is EUR 2,912.3 million (based on the exchange rates as at January 27, 2023). This entire amount is still outstanding as at January 27, 2023.
| As of December 31, 2022 |
|||
|
(unaudited) (in thousands of euros) |
|||
| Short-term Debt(1) | 4,142,744 | ||
| Long-term Debt(2) | 22,112,957 | ||
| Equity | |||
| Capital(3) | |||
| Subscribed | 5,477,144 | ||
| Uncalled |
(4,864,180) |
||
| Called | 612,964 | ||
| General Reserve(4) | 2,722,679 | ||
| Gains or losses recognized directly in equity | 27,049 | ||
| Net profit |
79,683 |
||
| Total Equity | 3,442,375 | ||
| Total Capitalization(5) | 25,555,332 |
| (1) | Consists of current portion of long-term debt plus existing debt securities with a maturity of less than one year as of the issue date, excluding accrued interest and value adjustment of debt securities hedged by derivatives. |
| (2) | Consists of non-current portion of debt securities with a maturity of more than one year as of the issue date, excluding accrued interest and value adjustment of debt securities hedged by derivatives. None of the CEB’s debt is guaranteed by other parties or secured. |
| (3) | See “Capital Structure—Subscribed, Called and Uncalled Capital” in the Annual Report. |
| (4) | The CEB’s general reserve represents retained earnings and a portion of the contributions paid in by new Member States upon accession. See “Capital Structure—Reserves” in the Annual Report. |
| (5) | Total capitalization consists of long-term debt and total equity. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Paris, France, on January 31, 2023.
| COUNCIL OF EUROPE DEVELOPMENT BANK | |||
| By: |
/s/ Jan De Bel | ||
| Name: | Jan De Bel | ||
| Title: | General Counsel | ||
| By: |
/s/ Rafael Ruisanchez Capelastegui | ||
| Name: | Rafael Ruisanchez Capelastegui | ||
| Title: | Chief Risk Officer | ||
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| Exhibit Number | Description | |
| 7. | Press Release: CEB releases 2022 solid financial and operational results while continuing to support Europe’s social cohesion |
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Exhibit 7
News
CEB releases 2022 solid financial and operational results while continuing to support Europe’s social cohesion
31 January 2023
PARIS – The Council of Europe Development Bank (CEB) fulfilled the principal objectives set out in its Development Plan 2020-2022. With a solid financial and operational performance in 2022, the CEB continued to support social cohesion in Europe amid overlapping crises.
On the heels of the COVID-19 pandemic, the Russian aggression against Ukraine in February 2022 heightened geopolitical tensions, exacerbated economic disruptions and triggered a refugee crisis. In this context, the CEB’s social mandate proved to be more relevant and more urgent than ever. The Bank fulfilled its principal strategic objectives set out in its Development Plan 2020-2022 by stepping up its support to the member countries in meeting their social investment needs and in bolstering inclusiveness and resilience.
Lending approvals reached €4.2 billion, broadly stable compared to 2021 (+2.1%), of which 31% were dedicated to member countries affected by the war in Ukraine and 15% to the COVID-19 pandemic.
The CEB’s preliminary unaudited results for the financial year 2022 show a net financial profit of €79.7 million, compared to €94.8 million in 2021 (-15.9%), reflecting mainly the impact of International Financial Reporting Standard (IFRS) 9 on both credit provisioning (cost of risk) and valuation of financial instruments.
Excluding IFRS 9 impact, core earnings amounted to €83.5 million for the year 2022, compared to €87.0 million in 2021 (-4.0%), mainly driven by lower revenues in debt securities at amortized cost portfolio. As in the past, no credit risk event was recorded in the financial year 2022.
On the funding side, the CEB further enhanced its presence in the Social Inclusion Bond market with two additional issuances worth €2.0 billion, whose proceeds are targeted to be used to bolster the Bank’s response to the refugee crises caused by the war in Ukraine and help assist its member states.
The CEB’s ratings continued to reflect its strong financial profile and the support of its member countries, underlined by its AAA rating reaffirmed by Standard & Poor’s (12 September 2022) and Scope Ratings (24 June 2022, unsolicited) with a stable outlook; Moody’s Aa1 rating placed on review for upgrade (16 December 2022), showing an instant response from the rating agency further to the approval of the CEB’s 7th capital increase and new Strategic Framework; and Fitch’s AA+ rating with a positive outlook (22 July 2022).
The Financial Statements for the year ended 31 December 2022 will be submitted to the CEB’s Governing Board for approval in March 2023.
PRELIMINARY KEY FIGURES (unaudited)
| EURO million (IFRS) | 2021 | 2022 | Variation | |
| Loans outstanding | 18 916 | 19 887 | +5.1% | |
| Projects approved during the year | 4 156 | 4 244 | +2.1% | |
| Stock of projects | 8 925 | 9 093 | +1.9% | |
| Financing commitments signed during the year | 2 408 | 4 187 | +73.9% | |
| Loans disbursed during the year1 | 4 023 | 3 526 | -12.4% | |
| Issuances included in the annual borrowing authorisation1 | 5 500 | 5 988 | +8.9% | |
| Total assets | 29 715 | 31 528 | +6.1% | |
| Net profit | 94.8 | 79.7 | -15.9% | |
| Core earnings2 | 87.0 | 83.5 | -4.0% | |
1 Value in euros after swap
2 Excluding IFRS valuation effects (cost of risk and valuation of financial instruments)