18 Additional notes to the company financial statements

Movements in tangible fixed assets in 2023 were as follows:

At year-end 2023, tangible fixed assets included an amount of € 80.2 million (year-end 2022: € 84.8 million) for leases. We have economic but not legal ownership of these right-of-use assets. Right-of-use assets concern mainly land and buildings and the company vehicles. The current value of the assets does not differ significantly from the carrying amount.

Movements in tangible fixed assets in 2022 were as follows:

The cost and accumulated depreciation (including impairments) were as follows:

Movements in tangible fixed assets were as follows:

The share premium payments recognised in 2023 mainly related to investments in our group companies that focus on the construction of the hydrogen transmission network and on CCS projects. The share premium payments recognised in 2022 related mainly to the conversion of non-current loans granted to Gastransport Noord-West Europa Holding and to Gasunie BBL into share premium.

Direct movements in the group companies’ equity related to the actuarial result for the Gasunie Deutschland pension plan (as disclosed in note 23 ‘Employee benefits’ and note 48 ‘Other reserves') and to the remeasurement of the interest in Gate terminal as a result of the change in the value of the effective part of a cash flow hedge (as disclosed in note 8 ‘Investments in joint ventures’ and note 46 ‘Remeasurement reserve’). In 2022, the fair value of Gasunie’s participating interest in Nord Stream was also included here.

The list of participating interests, their registered offices and Gasunie’s participation percentage are included in note 62 ‘List of group companies and participating interests’.

No other special conditions or guarantees have been agreed between Gasunie and the group companies and other participating interests concerning the non-current loans granted. The carrying amount of provisions to cover the expected credit losses was less than € 0.1 million at year-end 2023 (year-end 2022: less than € 0.1 million).

At year-end 2023, the fair value of the non-current loans to group companies and other participating interests was € 3,141.2 million (year-end 2022: € 2,936.5 million).

Loan to group company GTS
The non-current loan granted to GTS totalled € 3,153.3 million at year-end 2023 (year-end 2022: € 3,142.6 million). This concerned the de facto balance of borrowings drawn under a loan facility capped at € 5 billion, made available as of 1 January 2014. The loan terminates on 31 December 2029, but has an uncommitted extension option. It has been agreed with GTS that the facility can be drawn or redeemed without restrictions during the term of the loan. No repayment schedule has been agreed. 

GTS is the transmission system operator of the national gas grid as defined in the Dutch Gas Act. The Dutch Minister of Economic Affairs and Climate Policy has set rules with regard to proper financial management by a transmission system operator (Besluit Financieel Beheer Netbeheerders (‘BFBN)). Annually, we assess – taking account of the provisions of the BFBN – whether the credit facility must be redeemed or drawn in order to meet the BFBN requirements. In this periodic assessment, the company not only takes into account the current financial position, but also the expectations for the coming years regarding the expected volume and timing of the investment expenditure, the expected dividend payments and the expected operating expenses for the gas transmission network. Due to the size and volatility of these variables, it is not currently possible to make a reliable estimate regarding potential future repayments. For this reason, we have presented the loan issued under non-current receivables as at the balance sheet date.

Loans to other participating interests
In 2023, Gasunie made a loan facility of € 40 million available to EemsEnergyTerminal. The facility expires on 31 July 2027. At year-end 2023, € 4 million had been drawn down from this facility. No repayment schedule has been agreed. The interest is based on the 3-month Euribor rate plus a margin of 2.3%.

In 2022, Gasunie made a loan facility of € 1.5 million available to VertiCer (formerly known as Vertogas). The facility expires on 31 December 2029. At year-end 2023, € 0.4 million had been drawn down from this facility (year-end 2022: € 0.4 million). No repayment schedule has been agreed. The agreed interest is the weighted average interest rate of the non-current loan portfolio of N.V. Nederlandse Gasunie plus 12.5 basis points.

The loan to BBL Company totalled € 16.9 million at year-end 2023 (year-end 2022: € 19.2 million) and has a term ending on 1 December 2035. A non-linear repayment scheme has been agreed. The agreed interest rate is fixed at 3% over the entire term.

Intra-group positions arise from services provided by N.V. Nederlandse Gasunie to group companies and vice versa, from dividend payments within the group and from cash pool transactions carried out by the head of the group on behalf of the group companies as part of normal continuing operations.

No repayment schedule has been agreed for the receivables from group companies; the receivables have the characteristics of a current account facility.

In certain cases, the group company pays arm’s length interest on the balance of the intra-group receivables, based on a variable interest rate plus a surcharge appropriate to both Gasunie’s risk profile and that of the group company in question.

The carrying amount of provisions to cover the expected credit losses was less than € 0.1 million at year-end 2023 (year-end 2022: less than € 0.1 million).

The authorised share capital amounts to € 756,000 and is divided into 7,560 ordinary shares, each having a nominal value of € 100. At year-end 2023, 1,513 of these shares were in issue and had been paid up in full. The issued shared capital therefore totals € 151,300. No movements took place in the issued and paid-up shares during the financial year (2022: the same).

At year-end 2023, all shares in issue were held by the Dutch State (year-end 2022: the same).

The remeasurement reserve can be broken down as follows:

Because the cash flow hedge reserve has a negative value, the actual amount of the reserve at year-end 2023 was € 1,510.1 million (year-end 2022: € 1,524.2 million).

Movements in the remeasurement reserve were as follows:

Movements in the legal reserve for participating interests were as follows:

For our investments in joint ventures and associates recognised at net asset value, we may not allocate a dividend without restrictions, because this requires the consent of the other shareholders, for example. We form a legal reserve for the difference between the share in the retained earnings and direct movements in equity of the relevant participating interests on the one hand, and the amount of dividend to which we are entitled on the other. We have determined the amount of the legal reserve on an individual basis. A further explanation of the result and dividend payments by our joint ventures is provided in note 8 ‘Investments in joint ventures’ and note 9 ‘Investments in associates’.

We measure our investments in other equity interests at fair value. With the application of ‘combination 3’, for the fair value measurement we form a legal reserve for the part that exceeds the original acquisition price. For these interests we may not allocate a dividend without restrictions either. The change in 2022 was related to the 9% share in Nord Stream. We provide further details on other equity interests in note 10 ‘Other equity interests’.

Movements in the other reserve were as follows:

For a description of the movements see the following notes: 2 ‘Business combinations and disposals of group companies’; 8 ‘Investments in joint ventures’; 23 ‘Employee benefits’; 46 ‘Remeasurement reserve’; 47 ‘Legal reserve for participating interests’; and 49 ‘Unappropriated result’.

Our group company GTS is the network operator of the national gas grid in the Netherlands, as defined in the Dutch Gas Act. The Dutch Minister of Economic Affairs and Climate Policy has issued rules with regard to proper financial management by a network operator by way of the BFBN. These rules consist of a number of financial ratios, including a minimum for equity, which can lead to restrictions with regard to the level of GTS’ distributable reserves. When the occasion arises, such circumstances could also affect the level of N.V. Nederlandse Gasunie’s distributable reserves. At year-end 2023, no such restriction applied and no non-distributable reserve was recognised (year-end 2022: the same).

Movements in the unappropriated result were as follows:

The result for 2022 amounted to a profit of € 554.9 million, of which € 200 million was distributed as dividend in 2023. The remaining € 354.9 million was added to the other reserves.

This proposal for appropriation of the result has not been recognised in the balance sheet as at 31 December 2023 or in the notes.

Provisions can be broken down as follows:

For more information on the other provisions see note 22 ‘Deferred tax liabilities’, 23 ‘Employee benefits’ and note 24 ‘Other provisions’ of the consolidated financial statements.

Trade and other payables can be broken down as follows:

Tax liabilities relate to the wage tax payable and social security contributions.

At year-end 2023, the other liabilities and accruals consisted mainly of interest payable, receivable invoices and security deposits received with a value of € 195.1 million (2022: € 243.8 million). Security deposits received are securities that our customers or those of our group companies have given us to cover the credit risk. We calculate a market interest charge for the security deposits.

Due to the current nature of the trade and other payables, the carrying amount approximates the fair value of these liabilities.

Intra-group positions arise from services provided by N.V. Nederlandse Gasunie to group companies and vice versa, from dividend payments within the group and from cash pool transactions carried out by the head of the group on behalf of the group companies as part of normal continuing operations.

No repayment schedule has been agreed for the liabilities to group companies; the liabilities have the characteristics of a current account facility.

In certain cases, Gasunie pays arm’s length interest on the balance of the intra-group payables, based on a variable interest rate plus a surcharge appropriate to both Gasunie’s risk profile and that of the group company in question.

N.V. Nederlandse Gasunie procures goods and services externally for its group companies and/or other participating interests. Furthermore, N.V. Nederlandse Gasunie is the legal employer of employees who work for Gasunie and its group companies. N.V. Nederlandse Gasunie’s net revenue largely comprises sums charged to its group companies and/or other participating interests for the activities of its own personnel and/or the supply of externally procured goods and services. N.V. Nederlandse Gasunie acts as a principal with respect to its group companies.

The other revenue was as follows:

More details of the acquisition of GUFU BBL B.V. are provided in note 2 'Business combinations and disposals of group companies’.

Costs of subcontracted work and other external costs can be broken down as follows:

The costs of subcontracted work and other external costs mainly comprise goods and services which N.V. Nederlandse Gasunie procures for providing services to its group companies, including GTS as the national gas transmission system operator in the Netherlands. The cost of network operations mainly comprises the procurement of nitrogen production capacity and electricity and gas needed for gas transmission and storage.

Personnel expenses were as follows:

The average number of employees expressed in FTEs totalled 1,676 in 2023 (2022: average of 1,465 FTEs), with 6 of these (2022: 2) stationed outside the Netherlands.

We have included the specification of the remuneration for members of the Executive Board and Supervisory Board in the notes to the consolidated financial statements under note 32 ‘Personnel expenses’.

Impairment of current assets was as follows:

There has been no impairment of other current assets.

Other costs can be broken down as follows:

Other costs mainly comprise goods and services which N.V. Nederlandse Gasunie procures for providing services to its group companies. Other costs consist mainly of insurance costs and other material and personnel expenses. Other operating expenses will be lower in 2023 than in 2022 because in 2022 there was a relatively high addition to the provision for abandonment costs and redevelopment.

Financial income and expenses can be broken down as follows:

Interest income and similar income mainly covers interest charged on the financing of group companies. In 2023, € 70.8 million in interest income was recognised on loans to group companies (2022: € 75.5 million). The interest charged on loans to group companies is based on the weighted average interest rate of the long-term loan portfolio of N.V. Nederlandse Gasunie plus 12.5 basis points (2022: the same).

The interest expenses and similar expenses mainly concerned the interest on external non-current loans and the interest on cash pool liabilities of N.V. Nederlandse Gasunie vis-à-vis its group companies. The interest expenses relating to the cash pool liabilities totalled € 20 million (2022: € 2.1 million). The increase in interest expenses relating to these liabilities can mainly be explained by the higher short-term interest rates, which form the basis for the relevant interest rate.

Gasunie pays arm’s length interest on the balance of the cash pool liabilities, based on a variable market interest rate plus a surcharge appropriate to both Gasunie’s risk profile and that of the relevant group company.

N.V. Nederlandse Gasunie heads the fiscal unity in the Netherlands for the purposes of corporate income tax and VAT. The tax expense in the statement of profit and loss can be broken down as follows:

N.V. Nederlandse Gasunie and its wholly-owned Dutch group companies constitute a fiscal unity for Dutch corporate income tax purposes. No corporate income tax is allocated to these group companies, with the exception of group companies Gasunie Transport Services B.V., Gasunie Assets B.V. and Maasvlakte Storage B.V.

For information on other items in the company statement of financial position and statement of profit and loss and the other notes, see the notes to the consolidated financial statements.

The list of group companies and other participating interests is as follows: